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R2024-113 2024-06-10 CERTIFICATE FOR RESOLUTION THE STATE OF TEXAS § COUNTIES OF BRAZORIA, FORT BEND AND HARRIS § CITY OF PEARLAND § I, the undersigned officers of the City of Pearland, Texas (the "City"), hereby certify as follows 1 The City Council of the City convened in a regular meeting on June 10, 2024, at the regular meeting place thereof, within the City, and the roll was called of the duly constituted officers and members of the City Council, to wit: Kevin Cole Mayor Tony Carbone Mayor Pro Tern Joseph Koza Councilmember Mona Chavarria Councilmember Clint Byrom Councilmember Layni Cade Councilmember Chad Thumann Councilmember Rushi Patel Councilmember and all of such persons were present, , thus constituting a quorum RESOLUTION AUTHORIZING PUBLICATION OF NOTICE OF INTENTION TO ISSUE CERTIFICATES OF OBLIGATION FOR THE DESIGN, ACQUISITION, CONSTRUCTION AND IMPROVEMENT OF CERTAIN PUBLIC WORKS, AUTHORIZING DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT RELATING TO SUCH SERIES OF CERTIFICATES AND AUTHORIZING CERTAIN OTHER MATTERS RELATING THERE TO Whereupon, among other business, the following was transacted at said meeting a written (the "Resolution") was duly introduced for the consideration of the City Council and read in full It was then duly moved and seconded that the Resolution be adopted, and, after due discussion, such motion, carrying with it the adoption of the Resolution, prevailed and carried by the following vote AYES 7 NAYS 0 ABSTENTIONS _ 2 That a true, full and correct copy of the Resolution adopted at the meeting described in the above and foregoing paragraph is attached to and follows this certificate, that the Resolution has been duly recorded in the City Council's minutes of such meeting, that the above and foregoing paragraph is a true, full and correct excerpt from the City Council's minutes of such meeting pertaining to the adoption of the Resolution, that the persons named in the above and foregoing paragraph are the duly chosen, qualified and acting officers and members of the City Council as indicated therein, that each of the officers and members of the City Council was duly and sufficiently notified officially and personally, in advance, of the date, hour, place and subject of the aforesaid meeting, and that the Resolution would be introduced and considered for adoption at such meeting, and each of such officers and members consented, in advance, to the holding of such meeting for such purpose, that said meeting was open to the public and that public notice of the date, hour, place and subject of such meeting was given as required by the Open Meetings Law, Chapter 551, Texas Government Code 40502279v.2 S NED AND SEALED this j 0 20 4 l / tkL City S retary M CITY PEARLAND, T X, S OF PEARLAND, TEXAS (SEAL) , �Q�p'RL'gNs2s; AL p'' 231 `WP— �q= a.s / s ,,,,,,,,,or ,,,,,, ,,,,,,,, - 2 - 40502279v.2 RESOLUTION NO. R2024-113 A Resolution of the City Council of the City of Pearland, Texas, authorizing publication of notice of intention to issue certificates of obligation for the design, acquisition, construction and improvement of certain public works, authorizing distribution of a preliminary official statement relating to such series of certificates and authorizing certain other matters relating thereto. WHEREAS, the City Council (the "City Council") of the City of Pearland, Texas (the "City"), is authorized to issue certificates of obligation to pay contractual obligations to be incurred for the construction of public works, for the purchase of materials, supplies, equipment, machinery, buildings, land and rights-of-way for authorized needs and purposes, and for the payment of contractual obligations for professional services pursuant to Subchapter C of Chapter 271, Texas Local Government Code, as amended, WHEREAS, the City Council has determined that it is in the best interests of the City and otherwise desirable to issue the City of Pearland, Texas Certificates of Obligation, Series 2024A, in one or more series, in an aggregate principal amount not to exceed $26,000,000 (the "Certificates") for the design, engineering, acquisition and construction of certain public works and the purchase, of certain equipment for authorized needs and purposes, WHEREAS, prior to the issuance of such certificates, the City Council is required to publish notice of its intention to issue the same in a newspaper of general circulation in the City, said notice stating (i) the time and place the City Council tentatively proposes to pass the ordinance authorizing the issuance of the certificates, (ii) the purposes for which the certificates are to be issued, (iii) the manner in which the City Council proposes to pay the certificates, (iv) the current principal of all outstanding debt obligations of the City, the combined principal and interest required to pay all outstanding debt obligations of the City on time and in full, the maximum principal amount of the certificates to be authorized, and the estimated combined principal and interest required to pay the certificates to be authorized on time and in full, (v) the estimated interest rate for the certificates to be authorized, and (vi) the maximum maturity date of the certificates to be authorized, and WHEREAS, the City Council has been presented with and has examined the proposed form of Notice and finds that the form and substance thereof is satisfactory, and that the recitals and findings contained therein are true, con-eel and complete. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS Section 1. Preamble The facts and recitations contained in the preamble of this Resolution are hereby found and declared to be true and correct. Section 2. Authorization of Notice The City Secretary is hereby authorized and directed to execute and deliver the Notice set forth in Exhibit A hereto and to publish such Notice on behalf of the City once a week for two (2) consecutive weeks in a newspaper which is of general circulation in the City, the date of the first publication of the Notice to be at least forty- six (46) days prior to the date stated therein for the passage of the ordinance authorizing the issuance of the certificates of obligation and (ii) posted continuously on the City's website for at 40502279v.2 least forty-five (45) days before the date stated therein for the passage of the ordinance authorizing the issuance of the certificates of obligation Section 3. Designation of Self-Supporting Securities For the purposes of the Notice, the City hereby designates as self-supporting those public securities listed in the attached Exhibit I!„ the debt service on which the City currently pays from sources other than ad valorem tax collections The City plans to continue to pay these public securities based on this practice, however, there is no guarantee this practice will continue in future years Section 4. Authorization of Other Matters Relating Thereto The Mayor, City Secretary and other officers and agents of the City are hereby authorized and directed to do any and all things necessary or desirable to carry out the provisions of this Resolution Section 5. Effective Date This Resolution shall take effect immediately upon passage Section 6. Public Meeting It is officially found, determined and declared that the meeting at which this Resolution is adopted was open to the public in compliance with the advisory issued by the Office of the Governor and public notice of the time, place and subject matter of the public business to be considered at such meeting, including this Resolution, was given all as required by the Texas Government Code, Chapter 551, as amended [signature page follows] - 2 - 40502279v.2 PASSED, APPROVED and ADOPTED this the 10th day of June, A.D , 2024 d___ J. IN COLE YOR ATTEST LW 'y . ilk RLAIVD FRAN ES AGUILAR, ;w C, MMC .' Q�••, CITY CRETARY :O;• 11�•.?yN =� �% APPROVED AS TO FORM G „ ,,,,,,,,, ,,,,,,,,,,,, ,,,,,,,,,,,,,, DARRIN M COKER CITY ATTORNEY [Signature Page to Resolution] 40502279v.2 EXHIBIT A NOTICE OF INTENTION TO ISSUE CERTIFICATES NOTICE IS HEREBY GIVEN that the City Council of the City of Pearland, Texas (the "City") will meet at its regular meeting place at City Hall, Pearland, Texas at 6 30 p m on the 12th day of August, 2024, which is the time and place tentatively set for the passage of an ordinance and such other action as may be deemed necessary to authorize the issuance of the City's certificates of obligation, payable from ad valorem taxation and a limited (in an amount not to exceed $10,000) subordinate pledge of certain revenues of the water and sewer system of the City, in the maximum aggregate principal amount of$26,000,000 bearing interest at any rate or rates, not to exceed the maximum interest rate now or hereafter authorized by law, as shall be determined within the discretion of the City Council at the time of issuance and maturing over a period of years not to exceed forty (40) years from the date thereof, for the purpose of evidencing the indebtedness of the City to pay all or any part of the contractual obligations to be incurred for the construction of public works and the purchase of materials, supplies, equipment, machinery, buildings, land and rights-of-way for authorized needs and purposes and for the payment of contractual obligations for professional services, to wit: (i) construction, repairs and improvements to the Hillhouse Road Annex Project including repairs to the existing traffic division building and construction and improvements to a vehicle fleet building and a parks maintenance building, (ii) construction and improvements to a public safety training complex; (iii) drainage improvements to the West Lea subdivision, (iv) certain street and road repairs and related drainage improvements within the City; (v) construction and improvements to Shadow Creek Parkway and other streets and roads within Shadow Creek Ranch, and (vi) professional services rendered in connection with the above listed projects The estimated combined principal and interest required to pay the Certificates on time and in full is $47,487,750 Such estimate is provided for illustrative purposes only and is based on an assumed interest rate of 4 658% Market conditions affecting interest rates vary based on a number of factors beyond the control of the City, and the City cannot provide any assurance regarding the rate of interest that the Certificates will bear upon their issuance As of the date of this notice, the aggregate principal amount of outstanding public securities of the City secured by and payable from ad valorem taxes (excluding public securities secured by an ad valorem tax but designated by the City as self-supporting) is $333,175,000, and based on the City's expectations, as of the date of this notice the combined principal and interest required to pay all of the outstanding public securities of the City secured by and payable from ad valorem taxes (excluding public securities secured by an ad valorem tax but designated by the City as self-supporting) on time and in full is $433,830,374 WITNESS MY HAND AND THE OFFICIAL SEAL OF THE CITY, this 10th day of June, 2024 /s/ City Secretary City of Pearland, Texas Exhibit A- i 40502279v.2 EXHIBIT B SELF-SUPPORTING DEBT Principal Amount Designated as Self Supporting Series Designation $ 1,245,000 Permanent Improvement Refunding Bonds, Series 2020 45,710,000 Certificates of Obligation, Series 2020 54,835,000 Certificates of Obligation, Series 2023C $101,790,000 Total Principal Amount Designated as Self-Supporting Exhibit B - 1 40502279v.2 CERTIFICATE FOR RESOLUTION THE STATE OF TEXAS § COUNTIES OF BRAZORIA, FORT BEND AND HARRIS § CITY OF PEARLAND § I, the undersigned officers of the City of Pearland, Texas (the "City"), hereby certify as follows 1 The City Council of the City convened in a regular meeting on June 10, 2024, at the regular meeting place thereof, within the City, and the roll was called of the duly constituted officers and members of the City Council, to wit. Kevin Cole Mayor Joseph Koza Mayor Pro Tem Tony Carbone Councilmember Mona Chavarria Councilmember Clint Byrom Councilmember Layne Cade Councilmember Chad Thumann Councilmember Rushi Pate Councilmember and all of such persons were present, , thus constituting a quorum. Whereupon, among other business, the following was transacted at said meeting a written RESOLUTION AUTHORIZING PUBLICATION OF NOTICE OF INTENTION TO ISSUE CERTIFICATES OF OBLIGATION FOR THE DESIGN, ACQUISITION, CONSTRUCTION AND IMPROVEMENT OF CERTAIN PUBLIC WORKS, AUTHORIZING DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT RELATING TO SUCH SERIES OF CERTIFICATES AND AUTHORIZING CERTAIN OTHER MATTERS RELATING THERETO (the "Resolution") was duly introduced for the consideration of the City Council and read in full It was then duly moved and seconded that the Resolution be adopted, and, after due discussion, such motion,carrying with it the adoption of the Resolution,prevailed and carried by the following vote AYES _ NAYS _ ABSTENTIONS 2 That a true,full and correct copy of the Resolution adopted at the meeting described in the above and foregoing paragraph is attached to and follows this certificate, that the Resolution has been duly recorded in the City Council's minutes of such meeting;that the above and foregoing paragraph is a true, full and correct excerpt from the City Council's minutes of such meeting pertaining to the adoption of the Resolution, that the persons named in the above and foregoing paragraph are the duly chosen, qualified and acting officers and members of the City Council as indicated therein, that each of the officers and members of the City Council was duly and 40502399v.2 sufficiently notified officially and personally, in advance, of the date, hour, place and subject of the aforesaid meeting, and that the Resolution would be introduced and considered for adoption at such meeting,and each of such officers and members consented, in advance,to the holding of such meeting for such purpose, that said meeting was open to the public and that public notice of the date, hour, place and subject of such meeting was given as required by the Open Meetings Law, Chapter 551, Texas Government Code - 2 - 40502399v.2 SIGNED AND SEALED this 2024 07(te' 4'4L/ City Secretary M,s. r CITY OF PEARLAND, '1 'XAS Y OF PEARLAND, TEXAS 1„1111111111,,,, (SEAL) 0 PEAR!_,gti%,,. I 00 „, ,,,,,,,,,,,,,,,,,,, - 3 - 40502399v.2 RESOLUTION NO R2024- RESOLUTION AUTHORIZING PUBLICATION OF NOTICE OF INTENTION TO ISSUE CERTIFICATES OF OBLIGATION FOR THE DESIGN, ACQUISITION, CONSTRUCTION AND IMPROVEMENT OF CERTAIN PUBLIC WORKS, AUTHORIZING DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT RELATING TO SUCH SERIES OF CERTIFICATES AND AUTHORIZING CERTAIN OTHER MATTERS RELATING THERETO STATE OF TEXAS § COUNTIES OF BRAZORIA, FORT BEND AND HARRIS § CITY OF PEARLAND § WHEREAS, the City Council (the "City Council") of the City of Pearland, Texas (the "City"), is authorized to issue certificates of obligation to pay contractual obligations to be incurred for the construction of public works,for the purchase of materials,supplies,equipment,machinery, buildings, land and rights-of-way for authorized needs and purposes, and for the payment of contractual obligations for professional services pursuant to Subchapter C of Chapter 271, Texas Local Government Code, as amended, WHEREAS, the City Council has determined that it is in the best interests of the City and otherwise desirable to issue the City of Pearland, Texas Certificates of Obligation, Series 2024C, in one or more series, in an aggregate principal amount not to exceed $81,370,000 (the "Certificates") for the design, engineering, acquisition and construction of certain public works and the purchase of certain equipment for authorized needs and purposes, WHEREAS, prior to the issuance of such certificates, the City Council is required to publish notice of its intention to issue the same in a newspaper of general circulation in the City, said notice stating(i)the time and place the City Council tentatively proposes to pass the ordinance authorizing the issuance of the certificates, (ii) the purposes for which the certificates are to be issued, (iii) the manner in which the City Council proposes to pay the certificates, (iv) the current principal of all outstanding debt obligations of the City, the combined principal and interest required to pay all outstanding debt obligations of the City on time and in full, the maximum principal amount of the certificates to be authorized, and the estimated combined principal and interest required to pay the certificates to be authorized on time and in full, (v) the estimated interest rate for the certificates to be authorized, and (vi) the maximum maturity date of the certificates to be authorized, and WHEREAS,the City Council has been presented with and has examined the proposed form of Notice and finds that the form and substance thereof is satisfactory, and that the recitals and findings contained therein are true, correct and complete BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND,TEXAS 40502399v.2 Section 1. Preamble The facts and recitations contained in the preamble of this Resolution are hereby found and declared to be true and correct. Section 2. Authorization of Notice. The City Secretary is hereby authorized and directed to execute and deliver the Notice set forth in Exhibit A hereto and to publish such Notice on behalf of the City once a week for two (2)consecutive weeks in a newspaper which is of general circulation in the City, the date of the first publication of the Notice to be at least forty-six (46) days prior to the date stated therein for the passage of the ordinance authorizing the issuance of the certificates of obligation and (ii) posted continuously on the City's website for at least forty- five (45) days before the date stated therein for the passage of the ordinance authorizing the issuance of the certificates of obligation. Section 3. Designation of Self-Supporting Securities. For the purposes of the Notice, the City hereby designates as self-supporting those public securities listed in the attached Exhibit B, the debt service on which the City currently pays from sources other than ad valorem tax collections. The City plans to continue to pay these public securities based on this practice, however, there is no guarantee this practice will continue in future years. Section 4. Authorization of Other Matters Relating Thereto The Mayor, City Secretary and other officers and agents of the City are hereby authorized and directed to do any and all things necessary or desirable to carry out the provisions of this Resolution. Section 5. Effective Date This Resolution shall take effect immediately upon passage Section 6. Public Meeting. It is officially found, determined and declared that the meeting at which this Resolution is adopted was open to the public in compliance with the advisory issued by the Office of the Governor and public notice of the time, place and subject matter of the public business to be considered at such meeting, including this Resolution,-was given all as required by the Texas Government Code, Chapter 551, as amended. [signature page follows] - 2 - 40502399v.2 PASSED AND APPROVED this day of June, 2024 It M y of Pearland, Texas ATTEST City Secretary City of Pearland, Texas ,,,.�'`' P EA " � IR (SEAL) , 0 4 "ri [Signature Page to Resolution] 40502399v 2 PAYING AGENT/REGISTRAR AGREEMENT THIS PAYING AGENT/REGISTRAR AGREEMENT dated as of September 1, 2024 (together with any amendments or supplements hereto, the "Agreement") is entered into by and between the CITY OF PEARLAND, TEXAS (the "Issuer"), and BOKF, NA, Dallas, Texas, as paying agent/registrar(together with any successor in such capacity, the "Bank") WITNESSETH WHEREAS, the Issuer has duly authorized and provided for the issuance of its City of Pearland, Texas Permanent Improvement Bonds, Series 2024 (the "Bonds"), WHEREAS, all things necessary to make the Bonds (as defined herein) the valid Bonds of the Issuer, in accordance with their terms, will be done upon the issuance and delivery thereof; WHEREAS, the Issuer and the Bank wish to provide the terms under which the Bank will act as Paying Agent to pay the principal of,redemption premium, if any, and interest on the Bonds, in accordance with the terms thereof, and under which the Bank will act as Registrar for the Bonds, and WHEREAS,-the Issuer and the Bank have duly authorized the execution and delivery of this Agreement;and all things necessary to make this Agreement the valid agreement of the parties, in accordance with its terms, have been done NOW, THEREFORE, it is mutually agreed as follows ARTICLE ONE APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR Section 1 01 Appointment. The Issuer hereby appoints the Bank to act as Paying Agent with respect to the Bonds, to pay to the Registered Owners of the Bonds, in accordance with the terms and provisions of this Agreement and the Ordinance, the principal of, redemption premium, if any, and interest on all or any of the Bonds The Issuer hereby appoints the Bank as Registrar with respect to the Bonds The Bank hereby accepts its appointment, and agrees to act as Paying Agent and Registrar with respect to the Bonds Section 1 02 Compensation. In consideration of the deposits of funds required to be made with the Bank by the Issuer pursuant to the provisions of the Ordinance, the Bank shall be paid the fees set forth in the Bank's 41169135v 1 fee schedule attached as Exhibit A hereto and agrees to abide by and accept the terms hereof and of the Ordinance relating to the duties of the Paying Agent/Registrar ARTICLE TWO DEFINITIONS Section 2 01 Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires "Bank" means BOKF, NA, Dallas, Texas "Bond" or "Bonds" means any one or all of the "City of Pearland, Texas Permanent Improvement Bonds, Series 2024" authorized by the Ordinance. "Issuer"means the City of Pearland, Texas "Ordinance"means the ordinance authorizing issuance of the Bonds of the Issuer approved by its City Council on June 24, 2024 "Paying Agent" means the Bank when it is performing the function of paying agent. "Person" means any individual, corporation, partnership,Joint venture, associations,Joint stock company, trust, unincorporated organization or government or any agency or political subdivision of a government or any entity whatsoever "Registrar" means the Bank when it is performing the function of registrar "Registered Owner" means the Person in whose name any Obligation is registered in the books of registration maintained by the Bank under this Agreement. All other capitalized terms shall have the meanings assigned to them in the Ordinance ARTICLE THREE DUTIES OF THE BANK Section 3 01 Initial Delivery of the Bonds. The Bonds will be initially registered and delivered by the Bank to the purchasers designated by the Issuer as set forth in the Ordinance If a purchaser delivers a written request to the Bank not later than five business days prior to the date of initial delivery, the Bank will, on the , date of initial delivery, exchange the Bonds initially delivered for Bonds of authorized denominations, registered in accordance with the instructions in such request and the appropriate Ordinance. _ 2 _ 41169135v 1 Section 3 02 Duties of Paying Agent. As Paying Agent, the Bank shall, provided adequate funds have been provided to it for such purpose by or on behalf of the Issuer, timely pay on behalf of the Issuer the principal of and interest on each Obligation in accordance with the provisions of the appropriate Ordinance If the Bonds are to be Depository Trust Company (DTC) eligible, the Bank will comply with all eligibility requirements as outlined and agreed upon in the eligibility questionnaire Section 3 03 Duties of Registrar. The Bank shall provide for the timely exchange, replacement and registration of transfer of the Bonds in accordance with the provisions of the Ordinance Any changes to Registered Owners for such exchange, replacement and registration shall be made by the Bank only in accordance with the Ordinance The Bank will maintain the books of registration in accordance with the Bank's general practices and procedures in effect from time to time The books of registration may be maintained in written form or in any other form capable of being converted into written form within a reasonable time The Bank shall keep and maintain a current copy of the books of registration at its offices in Dallas, Texas Section 3 04 Unauthenticated Bonds. At any time when the Bonds are not subject to a book-entry-only system of registration and transfer, the Issuer shall provide an adequate inventory of unauthenticated Bonds to facilitate transfers The Bank covenants that it will maintain such unauthenticated Bonds in safekeeping and will use reasonable care in maintaining such Bonds in safekeeping, which shall be not less than the care it maintains for debt securities of other government entities or corporations for which it serves as registrar, or which it maintains for its own bonds Section 3 05 Reports. Upon request of the Issuer, the Bank will provide the Issuer reports which will describe in reasonable detail all transactions pertaining to the Bonds and the books of registration for the period of time specified by the Issuer The Issuer may also inspect and make copies of the information in the books of registration and such other documents related to the Bonds and in the Bank's possession at any time the Bank is customarily open for business, provided that reasonable time is allowed the Bank to provide an up-to-date listing or to convert the information into written form. The Bank will not release or disclose the content of the books of registration to any person other than to, or at the written request of, an authorized officer or employee of the Issuer, except upon receipt of a subpoena, court order or as otherwise required by law Upon receipt of a subpoena, court order or other lawful request, the Bank will notify the Issuer immediately so that the Issuer may contest the subpoena, court order or other request if it so chooses - 3 - 41169135v 1 Section 3 06 Canceled Bonds. All Bonds surrendered for payment, redemption, transfer, exchange or replacement, if surrendered to the Bank, shall be promptly canceled by it and, if surrendered to the Issuer, shall be delivered to the Bank and, if not already canceled, shall be promptly canceled by the Bank. The Issuer may at any time deliver to the Bank for cancellation any Bonds previously authenticated and delivered which the Issuer may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly canceled by the Bank. All canceled Bonds held by the Bank shall be destroyed and evidence of such destruction shall be furnished to the Issuer Section 3 07 Reliance on Documents, Etc. (a) In the performance of its duties hereunder, the Bank may conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein, upon any document, instrument or signature believed by it in good faith to be genuine and signed by an authorized agent of the Issuer The Bank shall not be required to investigate the truth or accuracy of any statement contained in any such document or instrument. The Bank may assume that any person purporting to give any notice in accordance with the provisions of this Agreement has been duly authorized to do so (b) The Bank shall not be liable to the Issuer for any error in judgment or any actions taken, suffered or omitted to be taken under this Agreement, except in the case of its negligence,bad faith or willful misconduct. The Bank may consult with counsel of its own choice in the event of any dispute or questions as to the meaning or construction of any of the provisions hereof or its duties hereunder and it shall have full and complete authorization and protection for any action taken, suffered or omitted to be taken by it hereunder in good faith and in accordance with the opinion and instructions of such counsel (c) This Agreement is not intended to require the Bank,and in no circumstances shall the Bank be required, to expend its own funds for performance of any of its duties hereunder (d) The Bank may exercise any of the powers hereunder and perform any duties hereunder either directly or by or through agents or attorneys (e) To the extent permitted by law, the Issuer agrees to indemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred without negligence or bad faith on its part, arising out of or in connection with its acceptance or administration of its duties hereunder, including the cost and expense against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement. Section 3 08 Money Held by Bank. Money held by the Bank hereunder shall be held in trust for the benefit of the Registered Owners of the Bonds, with such money in the account that exceed the deposit insurance available to the Issuer, provided by the Federal Deposit Insurance Corporation, to be fully collateralized with securities or obligations that are eligible under the laws of the State of Texas to secure and be - 4 - 41169135v 1 pledged as collateral for trust accounts until the principal and interest on such Bonds have been presented for payment and paid to the Owner thereof. The Bank shall be under no obligation to pay interest on any money received by it hereunder All money deposited with the Bank hereunder shall be secured in the manner and to the fullest extent required by law for the security of funds of the Issuer Any money deposited with the Bank for the payment of the principal of or interest on any Bonds and remaining unclaimed by the Registered Owner after the expiration of three years from the date such funds have become due and payable shall be reported and disposed of by the Bank in accordance with the provisions of Texas law including, to the extent applicable, Title 6 of the Texas Property Code, as amended. To the extent such provisions of the Property Code do not apply to the funds, such funds shall be paid by the Bank to the Issuer upon receipt of a written request therefor from the Issuer The Bank shall have no liability to the Registered Owners of the Bonds by virtue of actions taken in compliance with the foregoing provision. ARTICLE FOUR MISCELLANEOUS PROVISIONS Section 4 01 May Own Bonds. The Bank, in its individual or any other capacity, may become the owner or pledgee of Bonds with the same rights it would have if it were not the Paying Agent and Registrar for the Bonds Section 4 02 Amendment. This Agreement may be amended only by an agreement in writing signed by both of the parties hereof. Section 4 03 Assignment. This Agreement may not be assigned by either party without the prior written consent of the other Section 4 04 Notices. Any request, demand, authorization, direction, notice, consent, waiver or other document provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses shown herein, or such other address as may have been given by one party to the other by 15 days' written notice - 5 - 41169135v 1 Section 4 05 Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. Section 4 06 Successors and Assigns. All covenants and agreements herein by the Issuer and the Bank shall bind their successors and assigns, whether so expressed or not. This Agreement shall not be assigned by the Bank without the prior written consent of the Issuer Section 4 07 Severability. If any provision of this Agreement shall be invalid or unenforceable, the validity and enforceability of the remaining provisions hereof shall not in any way be affected or impaired. Section 4 08 Benefits of Agreement. Nothing herein, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy or claim hereunder Section 4 09 Ordinance Governs Conflicts. This Agreement and the Ordinance constitute the entire agreement between the parties i hereto relative to the Bank acting as Paying Agent and Registrar and if any conflict exists between this Agreement and the Ordinance, the Ordinance shall govern. The Bank agrees to be bound by the terms of the Ordinance with respect to the Bonds Section 4 10 Term and Termination. This Agreement shall be effective from and after its date and may be terminated for any reason by the Issuer or the Bank at any time upon 60 days' written notice, provided, however, that no such termination shall be effective until a successor has been appointed and has accepted the duties of the Bank hereunder In the event of early termination, regardless of circumstances, the Bank shall deliver to the Issuer or its designee all funds,Bonds and all books and records pertaining to the Bank's role as Paying Agent and Registrar with respect to the Bonds, including, but not limited to, the books of registration. Section 4 11 Interpleader The Issuer and the Bank agree that the Bank, at the sole expense of the Issuer, may seek adjudication of any adverse claim, demand, or controversy over its person as well as funds on deposit hereunder, in the District Court of Harris County, Texas In the event of such an adjudication, the parties hereby waive personal service of any process, and agree that service of process by certified or registered mail,return receipt requested,to the address set forth herein shall constitute adequate service The Issuer and the Bank further agree that the Bank has the right to - 6 - 41169135v 1 file a Bill of Interpleader in any court of competent jurisdiction within the State of Texas, at the sole expense of the Issuer, to determine the rights of any person claiming any interest hereunder Section 4 12 Merger, Conversion, Consolidation or Succession. Any corporation into which the Bank may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion, or consolidation to which the Bank shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Bank shall ipso facto be the successor of the Bank hereunder without the execution or filing of any paper or any further act on the part of either of the parties hereto In case any Bonds shall have been registered, but not delivered, by the Bank then in office, any successor by merger, conversion, or consolidation to such authenticating Bank may adopt such registration and deliver the Bonds so registered with the same effect as if such successor Bank had itself registered the Bonds. Section 4 13 Bank Not a Trustee. This Agreement shall not be construed to require the Bank to enforce any remedy which any Registered Owner may have against the Issuer during any default or event of default under any agreement between any Registered Owner and the Issuer, including the Ordinance or to act as trustee for such Registered Owner Section 4 14 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement. The Issuer and the Bank agree that electronic signatures (including but not limited to a pdf) to this Agreement may be regarded as original signatures Section 4 15 Governing Law. This Agreement shall be construed in accordance with and shall be governed by the laws of the State of Texas Section 4 16 Reserved. Section 4 17 Verifications of Statutory Representations and Covenants. The Bank makes the following representations and covenants pursuant to Chapters 2252, 2271,2274,and 2276,Texas Government Code,as heretofore amended(the"Government Code"), in entering into this Agreement. As used in such verifications, "affiliate" means an entity that controls, is controlled by, or is under common control with the Bank within the meaning of SEC Rule 405, 17 C.F.R. § 230 405, and exists to make a profit. Liability for breach of any such verification during the term of this Agreement shall survive until barred by the applicable statute of limitations, and shall not be liquidated or otherwise limited by any provision of this Agreement, notwithstanding anything in this Agreement to the contrary - 7 - 41169135v 1 (a) Not a Sanctioned Company The Bank represents that neither it nor any of its parent company, wholly- or majority-owned subsidiaries, and other affiliates is a company identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252 153 or Section 2270 0201, Government Code The foregoing representation excludes the Bank and each of its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any,that the United States government has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. (b) No Boycott of Israel The Bank hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not boycott Israel and will not boycott Israel during the term of this Agreement. As used in the foregoing verification, "boycott Israel"has the meaning provided in Section 2271 001, Government Code (c) No Discrimination Against Firearm Entities The Bank hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. As used in the foregoing verification, "discriminate against a firearm entity or firearm trade association" has the meaning provided in Section 2274 001(3), Government Code As used in the foregoing verification, `discriminate against a firearm entity or firearm trade association' (A)means,with respect to the firearm entity or firearm trade association, to (i) refuse to engage in the trade of any goods or services with the firearm entity or firearm trade association based solely on its status as a firearm entity or firearm trade association, (ii) refrain from continuing an existing business relationship with the firearm entity or firearm trade association based solely on its status as a firearm entity or firearm trade association, or (in)terminate an existing business relationship with the firearm entity or firearm trade association based solely on its status as a firearm entity or firearm trade association and (B) does not include (i)the established policies of a merchant,retail seller, or platform that restrict or prohibit the listing or selling of ammunition, firearms, or firearm accessories and (ii) a company's refusal to engage in the trade of any goods or services, decision to refrain from continuing an existing business relationship, or decision to terminate an existing business relationship (aa)to comply with federal, state, or local law, policy, or regulations or a directive by a regulatory agency or (bb) for any traditional business reason that is specific to the customer or potential customer and not based solely on an entity's or association's status as a firearm entity or firearm trade association. As used in the foregoing verification, (b) `firearm entity' means a manufacturer, distributor, wholesaler, supplier, or retailer of firearms (1 e , weapons that expel projectiles by the action of explosive or expanding gases), firearm accessories (i e , devices specifically designed or adapted to enable an individual to wear, carry, store, or mount a firearm on the individual or on a conveyance and items used in conjunction with or mounted on a firearm that are not essential to the basic function of the firearm, including detachable firearm magazines), or ammunition (i.e , a loaded cartridge case, primer, bullet, or propellant powder with or without a projectile) or a sport shooting range (as defined by Section 250 001, Texas Local Government Code), and (c) `firearm trade association' means a person, corporation, unincorporated association, federation, business league, or business organization that(1) is not organized or operated for profit(and none of the net earnings of which inures to the benefit of any private shareholder or individual), (u) has two or - 8 - 41169135v 1 more firearm entities as members, and (iii) is exempt from federal income taxation under Section 501(a), Internal Revenue Code of 1986, as an organization described by Section 501(c) of that code (d) No Boycott of Energy Companies The Bank hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not boycott energy companies and will not boycott energy companies during the term of this Agreement. As used in the foregoing verification, "boycott energy companies" has the meaning provided in Section 2276 001(1), Government Code. The foregoing verification is made solely to enable Borrower to comply with Section 2276 002, Texas Government Code As used in the foregoing verification, "boycott energy companies," a term defined in Section 2276 001(1), Texas Government Code by reference to Section 809 001, Texas Government Code shall mean, without an ordinary business purpose, refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations with a company because the company (A) engages in the exploration, production, utilization, transportation, sale, or manufacturing of fossil fuel-based energy and does not commit or pledge to meet environmental standards beyond applicable federal and state law; or (B) does business with a company described by (A) above [Execution Page Follows] - 9 - 41169135v 1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. CITY OF PEARLAND By. 92/9 Mayor ADDRESS 3519 Liberty Drive Pearland, Texas 77581 ATTEST , t1ilit(P4 *A I °I11- City Se4retary 1 (SEAL) \\ Illlllll�l, 0%. [Signature Page to Paying Agent Agreement] 41169135v 1 CLOSING CERTIFICATE STATE OF TEXAS COUNTIES OF BRAZORIA, FORT BEND AND HARRIS, CITY OF PEARLAND Capitalized terms used in this certificate and not otherwise defined herein shall have the meanings assigned thereto in the Bond Purchase Agreement (the "Bond Purchase Agreement") dated as of August 12, 2024, by and between the Underwriters named therein and the City of Pearland, Texas (the "Issuer") In accordance with Section [6(j)(7)] of the Bond Purchase Agreement in connection with the issuance of the City's Permanent Improvement Bonds, Series 2024 (the "Bonds"), I, the undersigned, Mayor, acting solely in my official capacity, hereby certify, as follows (i) The representations and warranties of the Issuer contained in the Bond Purchase Agreement are true and correct in all material respects on and as of the date of Closing as if made on the date of Closing; (ii) except as may otherwise be disclosed in the Official Statement, no litigation or proceeding against the Issuer is pending or,to the best of my knowledge,threatened in any court or administrative body nor is there a basis for litigation which would (a) contest the right of the commissioners, officers or officials of the Issuer to hold and exercise their respective positions, (b) contest the due organization and valid existence of the Issuer, (c) contest the validity, due authorization and execution of the Bonds or the Issuer Documents, (d)prohibit,restrain or enjoin the sale,issuance or delivery of the Bonds or the levy and collection of taxes pledged to the payment of principal of and interest on the Bond pursuant to the Ordinance, or(e) attempt to limit, enjoin or otherwise prevent the Issuer from functioning and collecting taxes or any other income or levying and collecting the taxes pledged or to be pledged to pay the principal of and interest on the Bonds, or the pledge thereof; (ill) all official action of the Issuer relating to the Official Statement, the Bond and the Issuer Documents have been duly taken by the Issuer, are in full force and effect and have not been modified, amended, supplemented or repealed, (iv) to the best of my knowledge, no event affecting the Issuer has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purpose for which it is to be used or which it is necessary to disclose therein in order to make the statements and information therein, in the light of the circumstances under which they were made, not misleading in any material respect as of the time of Closing, and the information contained in the Official Statement is correct in all material respects and, as of the date of the Official Statement did not, and as of the date of Closing, does not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, 41188563v 1 (v) there has not been any material adverse change in the financial condition of the Issuer since September 30, 2023, the latest date as of which audited financial information is available Capitalized terms used herein that are undefined shall have the meaning set forth in the Bond Purchase Agreement. [Execution Page Follows] - 2 - 41188563v 1 EXECUTED ON BEHALF OF THE DISTRICT as of , 2024 CITY OF PEARLAND, TEXAS 97Z ayor [Signature Page to Closing Certificate] 41188563v 1 SIGNATURE IDENTIFICATION AND NO-LITIGATION CERTIFICATE THE STATE OF TEXAS § COUNTIES OF BRAZORIA, § FORT BEND AND HARRIS, § CITY OF PEARLAND § We, the undersigned officers of the City of Pearland, Texas (the "City"), certify that we officially signed, by our manual or facsimile signatures, on behalf of the City, the following described obligations, to wit: CITY OF PEARLAND, TEXAS CERTIFICATES OF OBLIGATION, SERIES 2024A, dated September 1, 2024 and aggregating $[ 1 (the "Certificates") That the Certificates have been duly and officially executed by the undersigned with their manual or facsimile signatures in the same manner appearing hereon, and the undersigned hereby adopt and ratify their respective signatures in the manner appearing on each of the Certificates, whether in manual or facsimile form, as the case may be, as their own signatures That on the date of such signing and on the date hereof, we were and are the duly chosen, qualified and acting officers authorized to execute the Certificates, and holding the official titles set forth below opposite such signatures We further certify that no litigation is pending or,to our knowledge,threatened in any court in any way affecting the existence or boundaries of the City or the titles of its officers to their respective positions or their authority to act on the City's behalf or to restrain or enjoin the issuance or delivery of the Certificates, or the levy, collection or application of the ad valorem taxes or revenues pledged or to be pledged to pay the principal of and interest on the Certificates, or the pledge thereof, or in any way contesting or affecting the validity of the Certificates, the ordinance dated August 12, 2024, authorizing the issuance, sale and delivery of the Certificates (the "Ordinance"), or contesting the powers of the City or the authorization of the Certificates or the Ordinance, or contesting in any way the accuracy, completeness or fairness of the Official Statement. We further certify that the seal that has been impressed, or placed in facsimile, upon each of the Certificates is the legally adopted,proper and only official seal of the City, such official seal being impressed upon this certificate We further certify that the information and data contained in the General Certificate dated August 12, 2024 remain true and correct as of this date. [Execution Page Follows] 41175024v 1 WITNESS OUR HANDS AND THE SEAL OF THE CITY this I eday of A , 2024 SIGNATURES TITLE OF OFFICE " Mayor, City of Pearland, Texas fAti WV 're,,„! City Secretary, City of Pearland, Texas •` '?EAR ''% �0 O fr) . %IL.- V 7-% 0tROIP'"' ol (CITY SEAL) Before me, on this day personally appeared the foregoing individuals, known to me to be the persons whose names were subscribed in my presence to the foregoing instrument. Given under my hand and seal of office this 14-1 , 2024 ir ' , . efitteXefti Notar Public Ty ed or Printed Name Critadi 5 2rithee My Commission Expires March tl, ?0 ' (Notary Seal) r°•44s, GIADIS SANCHEZ t1 ID#130553701 o My Commission Expires March 11,2028 [Signature Page to Signature Identification and No-Litigation Certificate] 41175024v 1 f ], 2024 The Attorney General of Texas The Comptroller of Public Accounts Public Finance Section Public Finance Division William P Clements Building, 7th Floor 111 East 17th Street 300 West 15th Street Austin, Texas 78701 Austin, Texas 78701 Re City of Pearland, Texas Certificates of Obligation, Series 2024A (the "Certificates") Ladies and Gentlemen. The captioned Certificates are being sent to the Office of the Attorney General, and it is requested that such office examine and approve the Certificates in accordance with law After such approval, it is requested that the Attorney General deliver the Certificates to the Comptroller of Public Accounts for registration. Enclosed with the Certificates is a signed but undated copy of the SIGNATURE IDENTIFICATION AND NO-LITIGATION CERTIFICATE (the "Certificate") relating to the Certificates The Attorney General is hereby authorized and directed to date the Certificate concurrently with the date of approval of the Certificates If any litigation or contest should develop pertaining to the Certificates or any other matters covered by said Certificate, the undersigned will notify the Attorney General thereof immediately by telephone With this assurance the Attorney General can rely on the absence of any such litigation or contest, and on the veracity and currency of said Certificate, at the time the Attorney General approves the Certificates unless the Attorney General is notified otherwise as aforesaid. The Comptroller is hereby requested to register the Certificates as required by law and the proceedings authorizing the Certificates After such registration, the Comptroller is hereby authorized and directed to deliver the Certificates, together with three copies of each of the Attorney General's Approving Opinion and Comptroller's Certificate for the Certificates,to Tanya Fischer, Jackson Walker, Houston, Texas 77010 CITY OF PEARLAND, TEXAS Y 771 - i.,/- or 41175024v 1 PAYING AGENT/REGISTRAR AGREEMENT THIS PAYING AGENT/REGISTRAR AGREEMENT dated as of September 1, 2024 (together with any amendments or supplements hereto, the "Agreement") is entered into by and between the CITY OF PEARLAND, TEXAS (the "Issuer"), and BOKF, NA, Dallas, Texas, as paying agent/registrar (together with any successor in such capacity, the "Bank") WITNESSETH: WHEREAS, the Issuer has duly authorized and provided for the issuance of its City of Pearland, Texas Certificates of Obligation, Series 2024A (the "Certificates"), WHEREAS, all things necessary to make the Certificates (as defined herein) the valid Certificates of the Issuer, in accordance with their terms, will be done upon the issuance and delivery thereof; WHEREAS, the Issuer and the Bank wish to provide the terms under which the Bank will act as Paying Agent to pay the principal of, redemption premium, if any, and interest on the Certificates, in accordance with the terms thereof, and under which the Bank will act as Registrar for the Certificates, and WHEREAS, the Issuer and the Bank have duly authorized the execution and delivery of this Agreement; and all things necessary to make this Agreement the valid agreement of the parties, in accordance with its terms, have been done NOW, THEREFORE, it is mutually agreed as follows ARTICLE ONE APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR Section 1 01 Appointment. The Issuer hereby appoints the Bank to act as Paying Agent with respect to the Certificates, to pay to the Registered Owners of the Certificates, in accordance with the terms and provisions of this Agreement and the Ordinance, the principal of, redemption premium, if any, and interest on all or any of the Certificates. The Issuer hereby appoints the Bank as Registrar with respect to the Certificates The Bank hereby accepts its appointment, and agrees to act as Paying Agent and Registrar with respect to the Certificates Section 1 02 Compensation. In consideration of the deposits of funds required to be made with the Bank by the Issuer pursuant to the provisions of the Ordinance, the Bank shall be paid the fees set forth in the Bank's 41168985v 1 fee schedule attached as Exhibit A hereto and agrees to abide by and accept the terms hereof and of the Ordinance relating to the duties of the Paying Agent/Registrar ARTICLE TWO DEFINITIONS Section 2 01 Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires "Bank" means BOKF,NA, Dallas, Texas. "Certificate" or "Certificates" means any one or all of the "City of Pearland, Texas Certificates of Obligation, Series 2024A" authorized by the Ordinance "Issuer" means the City of Pearland, Texas "Ordinance" means the ordinance authorizing issuance of the Certificates of the Issuer approved by its City Council on August 12, 2024 "Paying Agent"means the Bank when it is performing the function of paying agent. "Person" means any individual, corporation. partnership,joint venture, associations,joint stock company, trust, unincorporated organization or government or any agency or political subdivision of a government or any entity whatsoever "Registrar" means the Bank when it is performing the function of registrar "Registered Owner" means the Person in whose name any Obligation is registered in the books of registration maintained by the Bank under this Agreement. All other capitalized terms shall have the meanings assigned to them in the Ordinance. ARTICLE THREE DUTIES OF THE BANK Section 3 01 Initial Delivery of the Certificates. The Certificates will be initially registered and delivered by the Bank,to the purchasers designated by the Issuer as set forth in the Ordinance If a purchaser delivers a written request to the Bank not later than five business days prior to the date of initial delivery, the Bank will, on the date of initial delivery, exchange the Certificates initially delivered for Certificates of authorized denominations, registered in accordance with the instructions in such request and the appropriate Ordinance - 2 - 41168985v 1 Section 3 02 Duties of Paying Agent. As Paying Agent, the Bank shall, provided adequate funds have been provided to it for such purpose by or on behalf of the Issuer, timely pay on behalf of the Issuer the principal of and interest on each Obligation in accordance with the provisions of the appropriate Ordinance If the Certificates are to be Depository Trust Company (DTC) eligible, the Bank will comply with all eligibility requirements as outlined and agreed upon in the eligibility questionnaire. Section 3 03 Duties of Registrar. The Bank shall provide for the timely exchange, replacement and registration of transfer of the Certificates in accordance with the provisions of the Ordinance Any changes to Registered Owners for such exchange, replacement and registration shall be made by the Bank only in accordance with the Ordinance The Bank will maintain the books of registration in accordance with the Bank's general practices and procedures in effect from time to time The books of registration may be maintained in written form or in any other form capable of being converted into written form within a reasonable time. The Bank shall keep and maintain a current copy of the books of registration at its offices in Dallas, Texas. Section 3 04 Unauthenticated Certificates. At any time when the Certificates are not subject to a book-entry-only system of registration and transfer, the Issuer shall provide an adequate inventory of unauthenticated Certificates to facilitate transfers The Bank covenants that it will maintain such unauthenticated Certificates in safekeeping and will use reasonable care in maintaining such Certificates in safekeeping, which shall be not less than the care it maintains for debt securities of other government entities or corporations for which it serves as registrar, or which it maintains for its own bonds Section 3 05 Reports. Upon request of the Issuer, the Bank will provide the Issuer reports which will describe in reasonable detail all transactions pertaining to the Certificates and the books of registration for the period of time specified by the Issuer The Issuer may also inspect and make copies of the information in the books of registration and such other documents related to the Certificates and in the Bank's possession at any time the Bank is customarily open for business, provided that reasonable time is allowed the Bank to provide an up-to-date listing or to convert the information into written form. The Bank will not release or disclose the content of the books of registration to any person other than to, or at the written request of, an authorized officer or employee of the Issuer, except upon receipt of a subpoena, court order or as otherwise required by law Upon receipt of a - 3 - 41168985v 1 subpoena, court order or other lawful request, the Bank will notify the Issuer immediately so that the Issuer may contest the subpoena, court order or other request if it so chooses Section 3 06 Canceled Certificates. All Certificates surrendered for payment, redemption, transfer, exchange or replacement, if surrendered to the Bank, shall be promptly canceled by it and, if surrendered to the Issuer, shall be delivered to the Bank and, if not already canceled, shall be promptly canceled by the Bank. The Issuer may at any time deliver to the Bank for cancellation any Certificates previously authenticated and delivered which the Issuer may have acquired in any manner whatsoever, and all Certificates so delivered shall be promptly canceled by the Bank. All canceled Certificates held by the Bank shall be destroyed and evidence of such destruction shall be furnished to the Issuer Section 3 07 Reliance on Documents, Etc. (a) In the performance of its duties hereunder,the Bank may conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein, upon any document, instrument or signature believed by it in good faith to be genuine and signed by an authorized agent of the Issuer The Bank shall not be required to investigate the truth or accuracy of any statement contained in any such document or instrument. The Bank may assume that any person purporting to give any notice in accordance with the provisions of this Agreement has been duly authorized to do so (b) The Bank shall not be liable to the Issuer for any error in judgment or any actions taken, suffered or omitted to be taken under this Agreement, except in the case of its negligence, bad faith or willful misconduct. The Bank may consult with counsel of its own choice in the event of any dispute or questions as to the meaning or construction of any of the provisions hereof or its duties hereunder and it shall have full and complete authorization and protection for any action taken, suffered or omitted to be taken by it hereunder in good faith and in accordance with the opinion and instructions of such counsel. (c) This Agreement is not intended to require the Bank,and in no circumstances shall the Bank be required,to expend its own funds for performance of any of its duties hereunder (d) The Bank may exercise any of the powers hereunder and perform any duties hereunder either directly or by or through agents or attorneys (e) To the extent permitted by law,the Issuer agrees to indemnify the Bank for, and hold it harmless against,any loss,liability, or expense incurred without negligence or bad faith on its part, arising out of or in connection with its acceptance or administration of its duties hereunder, including the cost and expense against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement. Section 3 08 Money Held by Bank. Money held by the Bank hereunder shall be held in trust for the benefit of the Registered Owners of the Certificates, with such money in the account that exceed the deposit insurance available to the Issuer, provided by the Federal Deposit Insurance Corporation, to be fully - 4 - 41168985v 1 collateralized with securities or obligations that are eligible under the laws of the State of Texas to secure and be pledged as collateral for trust accounts until the principal and interest on such Certificates have been presented for payment and paid to the Owner thereof. The Bank shall be under no obligation to pay interest on any money received by it hereunder All money deposited with the Bank hereunder shall be secured in the manner and to the fullest extent required by law for the security of funds of the Issuer Any money deposited with the Bank for the payment of the principal of or interest on any Certificates and remaining unclaimed by the Registered Owner after the expiration of three years from the date such funds have become due and payable shall be reported and disposed of by the Bank in accordance with the provisions of Texas law including,to the extent applicable, Title 6 of the Texas Property Code, as amended. To the extent such provisions of the Property Code do not apply to the funds, such funds shall be paid by the Bank to the Issuer upon receipt of a written request therefor from the Issuer The Bankshall have no liability to the Registered Owners of the Certificates by virtue of actions taken in compliance with the foregoing provision. ARTICLE FOUR MISCELLANEOUS PROVISIONS Section 4 01 May Own Certificates. The Bank, in its individual or any other capacity, may become the owner or pledgee of Certificates with the same rights it would have if it were not the Paying Agent and Registrar for the Certificates Section 4 02 Amendment. This Agreement may be amended only by an agreement in writing signed by both of the parties hereof. Section 4 03 Assignment. This Agreement may not be assigned by either party without the prior written consent of the other Section 4 04 Notices. Any request, demand, authorization, direction, notice, consent, waiver or other document provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses shown herein, or such other address as may have been given by one party to the other by 15 days' written notice - 5 - 41168985v 1 Section 4 05 Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof Section 4 06 Successors and Assigns. All covenants and agreements herein by the Issuer and the Bank shall bind their successors and assigns, whether so expressed or not. This Agreement shall not be assigned by the Bank without the prior written consent of the Issuer Section 4 07 Severability. If any provision of this Agreement shall be invalid or unenforceable, the validity and enforceability of the remaining provisions hereof shall not in any way be affected or impaired Section 4 08 Benefits of Agreement. Nothing herein, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy or claim hereunder Section 4 09 Ordinance Governs Conflicts. This Agreement and the Ordinance constitute the entire agreement between the parties hereto relative to the Bank acting as Paying Agent and Registrar and if any conflict exists between this Agreement and the Ordinance, the Ordinance shall govern. The Bank agrees to be bound by the terms of the Ordinance with respect to the Certificates Section 4 10 Term and Termination. This Agreement shall be effective from and after its date and may be terminated for any reason by the Issuer or the Bank at any time upon 60 days' written notice, provided,however,that no such termination shall be effective until a successor has been appointed and has accepted the duties of the Bank hereunder In the event of early termination, regardless of circumstances, the Bank shall deliver to the Issuer or its designee all funds, Certificates and all books and records pertaining to the Bank's role as Paying Agent and Registrar with respect to the Certificates, including, but not limited to, the books of registration. Section 4 11 Interpleader The Issuer and the Bank agree that the Bank, at the sole expense of the Issuer, may seek adjudication of any adverse claim, demand, or controversy over its person as well as funds on deposit hereunder, in the District Court of Harris County, Texas. In the event of such an adjudication, the parties hereby waive personal service of any process, and agree that service of process by certified or registered mail,return receipt requested,to the address set forth herein shall constitute adequate service The Issuer and the Bank further agree that the Bank has the right to - 6 - 41168985v 1 file a Bill of Interpleader in any court of competent jurisdiction within the State of Texas, at the sole expense of the Issuer, to determine the rights of any person claiming any interest hereunder Section 4 12 Merger, Conversion, Consolidation or Succession. Any corporation into which the Bank may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion, or consolidation to which the Bank shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Bank shall ipso facto be the successor of the Bank hereunder without the execution or filing of any paper or any further act on the part of either of the parties hereto In case any Certificates shall have been registered, but not delivered, by the Bank then in office, any successor by merger, conversion, or consolidation to such authenticating Bank may adopt such registration and deliver the Certificates so registered with the same effect as if such successor Bank had itself registered the Certificates Section 4 13 Bank Not a Trustee. This Agreement shall not be construed to require the Bank to enforce any remedy which any Registered Owner may have against the Issuer during any default or event of default under any agreement between any Registered Owner and the Issuer, including the Ordinance or to act as trustee for such Registered Owner Section 4 14 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement. The Issuer and the Bank agree that electronic signatures (including but not limited to a pdf) to this Agreement may be regarded as original signatures Section 4 15 Governing Law. This Agreement shall be construed in accordance with and shall be governed by the laws of the State of Texas. Section 4 16 Reserved. Section 4 17 Verifications of Statutory Representations and Covenants. The Bank makes the following representations and covenants pursuant to Chapters 2252, 2271,2274,and 2276,Texas Government Code, as heretofore amended(the"Government Code"), in entering into this Agreement. As used in such verifications, "affiliate" means an entity that controls, is controlled by, or is under common control with the Bank within the meaning of SEC Rule 405, 17 C.F.R. § 230 405, and exists to make a profit. Liability for breach of any such verification during the term of this Agreement shall survive until barred by the applicable statute of limitations, and shall not be liquidated or otherwise limited by any provision of this Agreement, notwithstanding anything in this Agreement to the contrary - 7 - 41168985v 1 (a) Not a Sanctioned Company The Bank represents that neither it nor any of its parent company, wholly- or majority-owned subsidiaries, and other affiliates is a company identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252 153 or Section 2270 0201, Government Code The foregoing representation excludes the Bank and each of its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any,that the United States government has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. (b) No Boycott of Israel The Bank hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not boycott Israel and will not boycott Israel during the term of this Agreement. As used in the foregoing verification, "boycott Israel"has the meaning provided in Section 2271 001, Government Code (c) No Discrimination Against Firearm Entities The Bank hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not have a practice,policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. As used in the foregoing verification, "discriminate against a firearm entity or firearm trade association" has the meaning provided in Section 2274 001(3), Government Code. As used in the foregoing verification, `discriminate against a firearm entity or firearm trade association' (A)means,with respect to the firearm entity or firearm trade association, to (i) refuse to engage in the trade of any goods or services with the firearm entity or firearm trade association based solely on its status as a firearm entity or firearm trade association, (11) refrain from continuing an existing business relationship with the firearm entity or firearm trade association based solely on its status as a firearm entity or firearm trade association, or (iii) terminate an existing business relationship with the firearm entity or firearm trade association based solely on its status as a firearm entity or firearm trade association and (B) does not include (i)the established policies of a merchant,retail seller, or platform,that restrict or prohibit the listing or selling of ammunition, firearms, or firearm accessories and (ii) a company's refusal to engage in the trade of any goods or services, decision to refrain from continuing an existing business relationship, or decision to terminate an existing business relationship (aa)to comply with federal, state, or local law, policy, or regulations or a directive by a regulatory agency or (bb) for any traditional business reason that is specific to the customer or potential customer and not based solely on an entity's or association's status as a firearm entity or firearm trade association. As used in the foregoing verification, (b) `firearm entity' means a manufacturer, distributor, wholesaler, supplier, or retailer of firearms (i e , weapons that expel projectiles by the action of explosive or expanding gases), firearm accessories (i e , devices specifically designed or adapted to enable an individual to wear, carry, store, or mount a firearm on the individual or on a conveyance and items used in conjunction with or mounted on a firearm that are not essential to the basic function of the firearm, including detachable firearm magazines), or ammunition (i e , a loaded cartridge case, primer, bullet, or propellant powder with or without a projectile) or a sport shooting range.(as defined by Section 250 001, Texas Local Government Code), and (c) `firearm trade association' means a person, corporation, unincorporated association, federation, business league, or business organization that(i) is not organized or operated for profit (and none of the net earnings of which inures to the benefit of any private shareholder or individual), (ii) has two or - 8 - 41168985v 1 more firearm entities as members, and (iii) is exempt from federal income taxation under Section 501(a), Internal Revenue Code of 1986, as an organization described by Section 501(c) of that code. (d) No Boycott of Energy Companies The Bank hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not boycott energy companies and will not boycott energy companies during the term of this Agreement. As used in the foregoing verification, "boycott energy companies" has the meaning provided in Section 2276 001(1), Government Code. The foregoing verification is made solely to enable Borrower to comply with Section 2276 002, Texas Government Code As used in the foregoing verification, "boycott energy companies," a term defined in Section 2276 001(1), Texas Government Code by reference to Section 809 001, Texas Government Code shall mean, without an ordinary business purpose, refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations with a company because the company (A) engages in the exploration, production, utilization, transportation, sale, or manufacturing of fossil fuel-based energy and does not commit or pledge to meet environmental standards beyond applicable federal and state law; or (B) does business with a company described by (A) above [Execution Page Follows] - 9 - 41168985v 1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. CITY OF PEARLAND By. 1 ayor ADDRESS 3519 Liberty Drive Pearland, Texas 77581 ATTEST W 1111 City Sec etary (SEAL) •°%y,OF 1'P�qR 1)47 '''',,,,,,,,,,,,,,,,,,, [Signature Page to Paying Agent Agreement] 41168985v 1