Ord. 1638 2024-08-12 CERTIFICATE FOR ORDINANCE NO 2024-
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 August 12, 2024, at the
regular meeting place thereof, within the District, 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 except thus constituting a quorum Whereupon,
among other business,the following was transacted at said meeting: a written
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF PEARLAND, TEXAS CERTIFICATES
OF OBLIGATION, SERIES 2024A, PRESCRIBING THE TERMS THEREOF, PROVIDING FOR THE
PAYMENT THEREOF, AWARDING THE SALE THEREOF, MAKING OTHER PROVISIONS
REGARDING SUCH CERTIFICATES AND MATTERS INCIDENT THERETO, AND DECLARING
AN EMERGENCY
(the "Ordinance") was duly introduced for the consideration of the City Council and read in full It was
then duly moved and seconded that the Ordinance be adopted, and, after due discussion, such motion,
carrying with it the adoption of the Ordinance, prevailed and carried by the following vote
AYES NAYS ABSTENTIONS
2 That a true, full and correct copy of the Ordinance adopted at the meeting described in the
above and foregoing paragraph is attached to and follows this certificate; that the Ordinance 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
Ordinance,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 Ordinance 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 such meeting was open to the public as required by law; 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.
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SIGNED AND SEALED this August 12, 2024
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City Se retary Mayor,
CITY F PEARLAND, AS CITY/oF PEARLAND, TEXAS
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ORDINANCE NO 2024-
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF PEARLAND, TEXAS CERTIFICATES
OF OBLIGATION, SERIES 2024A, PRESCRIBING THE TERMS THEREOF, PROVIDING FOR THE
PAYMENT THEREOF, AWARDING THE SALE THEREOF, MAKING OTHER PROVISIONS
REGARDING SUCH CERTIFICATES AND MATTERS INCIDENT THERETO; AND DECLARING
AN EMERGENCY
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS
ARTICLE I.
FINDINGS AND DETERMINATIONS
Section 1 1 Findings and Determinations The City Council hereby officially finds and
determines that:
(a) The City of Pearland, Texas (the "City"), acting through its City Council, is authorized
pursuant to and in accordance with the provisions of Texas Local Government Code, Chapter 271,
Subchapter C, as amended (the"Act"), to issue certificates of obligation to provide all or part of the funds
to pay 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, (in) 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
(b) The City Council authorized the publication of a notice of intention to issue Certificates of
Obligation, Series 2024A (the "Certificates")to the effect that the City Council was tentatively scheduled
to meet at 6 30 p.m. on August 12, 2024, at its regular meeting place to adopt an ordinance authorizing the
issuance of the Certificates to be payable from (i)an ad valorem tax levied, within the limits prescribed by
law, on the taxable property located within the City, and (ii) the revenues to be derived from the City's ,
water and sewer system(the"System")after the payment of all operation and maintenance expenses thereof
(the "Net Revenues") in an amount not to exceed $10,000, to the extent that ad valorem taxes are ever
insufficient or unavailable for such purposes, provided that the pledge of Net Revenues is and shall be
junior and subordinate in all respects to the pledge of Net Revenues to the payment of any obligation of the
City,whether authorized heretofore or hereafter,which the City designates as having a pledge senior to the
pledge of the Net Revenues to the payment of the Certificates
(c) Such notice was published at the times and in the manner required by the Act.
(d) No petition signed by at least five percent(5%)of the qualified voters of the City has been
filed with or presented to any official of the City protesting the issuance of such Certificates on or before
August 12, 2024, or the date of passage of this Ordinance.
(e) The City has authorized the issuance of the Certificates in accordance with Section
271 047(d), Texas Local Government, which provides that the City may not authorize the issuance of the
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Certificates if a bond proposition to authorize the issuance of bonds for the same purpose was submitted to
the voters during the preceding three years and failed to be approved
(f) The City has determined that it is in the best interests of the City and that it is otherwise
desirable to issue the Certificates to provide all or part of the funds to pay contractual obligations to be
incurred for the purposes authorized by the Act.
ARTICLE II.
L
DEFINITIONS AND INTERPRETATIONS
Section 2 1 Definitions As used herein,the following terms shall have the meanings specified,
unless the context clearly indicates otherwise
"Act" shall mean Texas Local Government Code, Chapter 271, Subchapter C, as amended J
"Attorney General" shall mean the Attorney General of the State of Texas
"Blanket Issuer Letter of Representations" means the Blanket Issuer Letter of Representations
between the City,the Registrar and DTC
"Certificate" or "Certificates" shall mean any or all of the City of Pearland, Texas Certificates of
Obligation, Series 2024A, authorized by this Ordinance.
"City" shall mean the City of Pearland,Texas and, where appropriate, its City Council
"City Council"shall mean the governing body of the City
"Code"shall mean the Internal Revenue Code of 1986, as amended
"Comptroller" shall mean the Comptroller of Public Accounts of the State of Texas.
"Debt Service Fund" shall mean the Certificates of Obligation, Series 2024A Debt Service Fund
established by the City and described in section 5.2 of this Ordinance.
"DTC"means The Depository Trust Company of New York,New York,or any successor securities
depository
"DTC Participant" means brokers and dealers, banks, trust companies, clearing corporations and
certain other organizations on whose behalf DTC was created to hold securities to facilitate the clearance
and settlement of securities transactions among DTC Participants
"Fiscal Year"shall mean the City's then designated fiscal year,which currently is the twelve-month
period beginning on the first day of October of a calendar year and ending on the last day of September of
the next succeeding calendar year and each such period may be designated with the number of the calendar
year in which such period ends
"Interest Payment Date,"when used in connection with any Certificate, shall mean March 1, 2025,
and each September 1 and March 1 thereafter until maturity or earlier redemption of such Certificate
"MSRB"means the Municipal Securities Rulemaking Board
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"Ordinance" shall mean this Ordinance and all amendments hereof and supplements hereto
"Outstanding", when used with reference to the Certificates, shall mean, as of a particular date, all
Certificates theretofore and thereupon delivered pursuant to this Ordinance except: (a) any Certificates
canceled by or on behalf of the City at or before such date, (b) any Certificates defeased pursuant to the
defeasance provisions of this Ordinance or otherwise defeased as permitted by applicable law; and (c) any
Certificates in lieu of or in substitution for which a replacement Certificate shall have been delivered
pursuant to this Ordinance
"Paying Agent/Registrar"shall mean BOKF,NA,Dallas,Texas,and its successors in that capacity
"Paying Agent/Registrar Agreement" shall mean the agreement between the City and the Paying
Agent/Registrar as described more particularly in Section 6 1 hereof
"Record Date"shall mean the close of business on the 15th day of the calendar month immediately
preceding the applicable Interest Payment Date
"Register"shall mean the registration books for the Certificates kept by the Paying Agent/Registrar
in which are maintained the names and addresses of, and the principal amounts registered to, each
Registered Owner of Certificates
"Registered Owner" shall mean the person or entity in whose name any Certificate is registered in
the Register
"Rule" means SEC Rule 15c2-12, as amended from time to time "SEC" means the United States
Securities and Exchange Commission. "Underwriters" shall mean the entities specified in Section 7 1
hereof
Section 2.2 Interpretations. All terms defined herein and all pronouns used in this Ordinance
shall be deemed to apply equally to singular and plural and to all genders. The titles and headings of the
articles and sections of this Ordinance have been inserted for convenience of reference only and are not to
be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof
This Ordinance and all the terms and provisions hereof shall be liberally construed to effectuate the purposes
set forth herein and to sustain the validity of the Certificates and the validity of the levy of ad valorem taxes
to pay the principal of and interest on the Certificates
ARTICLE III.
TERMS OF THE CERTIFICATES
Section 3 1 Amount, Purpose and Authorization. The Certificates shall be issued in fully
registered form, without coupons, under and pursuant to the authority of the Act in the total authorized
aggregate principal amount of ($ ) for the
purpose of providing all or part of the funds to pay contractual obligations to be incurred for the purposes
described in paragraph 1 1(a) hereof
Section 3.2 Designation,Date and Interest Payment Dates The Certificates shall be designated
as the"City of Pearland, Texas Certificates of Obligation, Series 2024A," and shall be dated September 1,
2024 The Certificates shall bear interest at the rates set forth in Section 3.3 below, from the later of date of
delivery or the most recent Interest Payment Date to which interest has been paid or duly provided for,
calculated on the basis of a 360-day year of twelve 30-day months, payable on March 1, 2025, and each
September 1 and March 1 thereafter until maturity or earlier redemption
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If interest on any Certificate is not paid on any Interest Payment Date and continues unpaid for
thirty(30) days thereafter,the Paying Agent/Registrar shall establish a new record date for the payment of
such interest, to be known as a Special Record Date The Paying Agent/Registrar shall establish a Special
Record Date when funds to make such interest payment are received from or on behalf of the City Such
Special Record Date shall be fifteen (15)days prior to the date fixed for payment of such past due interest,
and notice of the date of payment and the Special Record Date shall be sent by United States mail, first
class, postage prepaid, not later than five (5) days prior to the Special Record Date, to each affected
Registered Owner as of the close of business on the day prior to mailing of such notice
Section 3.3 Numbers, Initial Certificates, Denomination, Interest Rates and Maturities. The
Certificates shall be issued bearing the numbers, in the principal amounts and bearing interest at the rates
set forth in the following schedule, and may be transferred and exchanged as set out in this Ordinance The
Certificates shall mature on March 1 in each of the years and in the amounts set out in such schedule The
Initial Certificate shall be numbered I-1 and all other Certificates shall be numbered in sequence beginning
with R-1 Certificates delivered in transfer of or in exchange for other Certificates shall be numbered in
order of their authentication by the Paying Agent/Registrar, shall be in the denomination of $5,000 or
integral multiples thereof and shall mature on the same date and bear interest at the same rate as the
Certificate or Certificates in lieu of which they are delivered.
Certificate Year of Principal
Number Maturity Amount Interest Rate
R-1
R-2
R-3
R-4
R-5
R-6
R-7
R-8
R-9
R-10
R-11
R-12
R-13
R-14
R-15
R-16
R-17
R-18
R-19
[*Term Bond]
Section 3 4 Execution of Certificates, Seal (a) The Certificates shall be signed on behalf of
the City by the Mayor or Mayor Pro Tem and countersigned by the City Secretary or Deputy City Secretary,
by their manual, lithographed, or facsimile signatures, and the official seal of the City shall be impressed
or placed in facsimile thereon Such facsimile signatures on the Certificates shall have the same effect as if
each of the Certificates had been signed manually and in person by each of said officers, and such facsimile
seal on the Certificates shall have the same effect as if the official seal of the City had been manually
impressed upon each of the Certificates
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(b) If any officer of the City whose manual or facsimile signature shall 'appear on the
Certificates shall cease to be such officer before the authentication of such Certificates or before the delivery
of such Certificates, such manual or facsimile signature shall nevertheless be valid and sufficient for all
purposes as if such officer had remained in such office.
(c) Except as provided below, no Certificate shall be valid or obligatory for any purpose or be
entitled to any security or benefit of this Ordinance unless and until there appears thereon the Registrar's
Authentication Certificate substantially in the form provided herein, duly authenticated by manual
execution by an officer or duly authorized signatory of the Registrar In lieu of the executed Registrar's
Authentication Certificate described above, the Initial Certificate delivered at the Closing Date shall have
attached hereto the Comptroller's Registration Certificate substantially in the form provided herein,
manually executed by the Comptroller, or by his duly authorized agent, which certificate shall be evidence
that the Initial Certificate has been duly approved by the Attorney General of the State of Texas and that it
is a valid and binding obligation of the City, and has been registered by the Comptroller
Section 3.5 Redemption Prior to Maturity (a)Optional Redemption.The Certificates maturing
on and after[March 1,2035,] are subject to redemption prior to maturity, at the option of the City, in whole
or in part, on [March 1, 2034], or any date thereafter, at par plus accrued interest to the date fixed for
redemption.
(b) Mandatory Redemption. The Certificates maturing on March 1 in the year
(the "Term Certificates") are subject to mandatory sinking fund redemption in the following amounts
(subject to reduction as hereinafter provided), on the following dates, in each case at a redemption price
equal to the principal amount of the Certificates or the portions thereof so called for redemption plus accrued
interest to the date fixed for redemption
Mandatory Redemption Dates Principal
(March 1) Amounts
Term Certificates Maturing
(stated maturity)
The particular Term Certificates to be redeemed shall be selected by the Registrar by lot or other
customary random selection method, on or before January 15 of each year in which Term Certificates are
to be mandatorily redeemed.The principal amount of Term Certificates to be mandatorily redeemed in each
year shall be reduced by the principal amount of such Term Certificates that have been optionally redeemed
and which have not been made the basis for a previous reduction.
(c) Certificates may be redeemed in part only in integral multiples of$5,000 If a Certificate
subject to redemption is in a denomination larger than $5,000, a portion of such Certificate may be
redeemed, but only in integral multiples of$5,000 In selecting portions of Certificates for redemption,each
Certificate shall be treated as representing that number of Certificates of$5,000 denomination which is
obtained by dividing the principal amount of such Certificate by $5,000 Upon presentation and surrender
of any Certificate for redemption in part, the Paying Agent/Registrar, in accordance with the provisions of
this Ordinance, shall authenticate and deliver in exchange therefor a Certificate or Certificates of like
maturity and interest rate in an aggregate principal amount equal to the unredeemed portion of the
Certificate so surrendered
(d) Notice of any redemption, Identifying the Certificates or portions thereof to'be redeemed,
shall be sent by United States mail, first class, postage prepaid, to the Registered Owners thereof at their
addresses as shown on the Register,not less than thirty(30)days before the date fixed for such redemption
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By the date fixed for redemption, due provision shall be made with the Paying Agent/Registrar for the
payment of the redemption price of the Certificates called for redemption If such notice of redemption is
given, and if due provision for such payment is made, all as provided above, the Certificates which are to
be so redeemed thereby automatically shall be redeemed prior to their scheduled maturities, they shall not
bear interest after the date fixed for redemption, and they shall not be regarded as being Outstanding except
for the purpose of being paid with the funds so provided for such payment.
(e) The City reserves the right to give notice of its election or direction to optionally redeem
Certificates conditioned upon the occurrence of subsequent events Such notice may state (i) that the
redemption is conditioned upon the deposit of moneys and/or authorized securities, in an amount equal to
the amount necessary to effect the redemption,with the Paying Agent/Registrar,or such other entity as may
be authorized by law, no later than the redemption date or(ii)that the City retains the right to rescind such
notice at any time prior to the scheduled redemption date if the City delivers a certificate of the City to the
Paying Agent/Registrar instructing the Paying Agent/Registrar to rescind the redemption notice, and such
notice of redemption shall be of no effect if such moneys and/or authorized securities are no so deposited
or if the notice is rescinded The Paying Agent/Registrar shall give prompt notice of any such rescission of
a conditional notice of redemption to the affected owners Any Certificates subject to conditional
redemption where redemption has been rescinded shall remain Outstanding.
Section 3 6 Manner of Payment, Characteristics, Execution and Authentication The Paying
Agent/Registrar is hereby appointed the agent for the Certificates. The Certificates shall be payable, shall
have the characteristics and shall be executed, sealed, registered and authenticated, all as provided and in
the manner indicated in the FORM OF CERTIFICATES set forth in Article IV of this Ordinance If any
officer of the City whose manual or facsimile signature shall appear on the Certificates shall cease to be
such officer before'the authentication of the Certificates or before the delivery of the Certificates, such
manual or facsimile signature shall nevertheless be valid and sufficient for all purposes as if such officer
had remained in such office
The approving legal opinion of Jackson Walker, LLP, Houston, Texas, Certificate Counsel, may
be printed on the back of the Certificates over the certification of the City Secretary or Deputy City
Secretary, which may be executed in facsimile but errors or omissions in the printing of the opinion shall
have no effect on the validity of the Certificates.
The City may secure identification numbers through CUSIP Global Services, managed on behalf
of the American Bankers Association by Standard&Poor's Financial Services LLC, and may authorize the
printing of such numbers on the face of the Certificates It is expressly provided,however,that the presence
or absence of CUSIP numbers on the Certificates shall be of no significance or effect in regard to the legality
thereof and neither the City nor the attorneys approving said Certificates as to legality are to be held
responsible for CUSIP numbers incorrectly printed on the Certificates
Section 3 7 Authentication.Except for the Certificates to be initially issued,which need not be
authenticated by the Registrar, only such Certificates as shall bear thereon a certificate.of authentication,
substantially in the form provided in Article IV of this Ordinance, manually executed by an authorized
representative of the Paying Agent/Registrar, shall be entitled to the benefits of this Ordinance or shall be
valid or obligatory for any purpose Such duly executed certificate of authentication shall be conclusive
evidence that the Certificate so authenticated was delivered by the Paying Agent/Registrar hereunder
Section 3 8 Ownership The City, the Paying Agent/Registrar and any other person may treat
the person in whose name any Certificate is registered as the absolute owner of such Certificate for the
purpose of making and receiving payment of the principal thereof and interest thereon and for all other
purposes, whether or not such Certificate is overdue, and neither the City nor the Paying Agent/Registrar
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shall be bound by any notice or knowledge to the contrary All payments made to the person deemed to be
the Registered Owner of any Certificate in accordance with this Section shall be valid and effective and
shall discharge the liability of the City and the Paying Agent/Registrar upon such Certificate to the extent
of the sums paid
Section 3 9 Registration, Transfer and Exchange The Paying Agent/Registrar is hereby
appointed the registrar for the Certificates So long as any Certificate remains Outstanding, the Paying
Agent/Registrar shall keep the Register at its office in Houston,Texas in which, subject to such reasonable
regulations as it may prescribe,the Paying Agent/Registrar shall provide for the registration and transfer of
the Certificates in accordance with the terms of this Ordinance
Each Certificate shall be transferable only upon the presentation and surrender thereof at the
principal corporate trust office of the Paying Agent/Registrar,accompanied by an assignment duly executed
by the Registered Owner or his authorized representative in form satisfactory to the Paying Agent/Registrar
Upon due presentation of any Certificate for transfer, the Paying Agent/Registrar shall authenticate and
deliver in exchange therefor, within seventy-two (72) hours after such presentation, a new Certificate or
Certificates, registered in the name of the transferee or transferees, in authorized denominations and of the
same maturity and aggregate principal amount and bearing interest at the same rate as the Certificate or
Certificates so presented and surrendered.
All Certificates shall be exchangeable upon the presentation and surrender thereof at the principal
corporate trust office of the Paying Agent/Registrar for a Certificate or Certificates, maturity and interest
rate and in any authorized denomination, in an aggregate principal amount equal to the unpaid principal
amount of the Certificate or Certificates presented for exchange The Paying Agent/Registrar shall be and
is hereby authorized to authenticate and deliver exchange Certificates in accordance with the provisions of
this Section.Each Certificate delivered by the Paying Agent/Registrar in accordance with this Section shall
be entitled to the benefits and security of this Ordinance to the same extent as the Certificate or Certificates
in lieu of which such Certificate is delivered.
All Certificates issued in transfer or exchange shall be delivered to the Registered Owners thereof
at the principal corporate trust office of the Paying Agent/Registrar or sent by United States mail,first class,
postage prepaid
The City or the Paying Agent/Registrar may require the Registered Owner of any Certificate to pay
a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the
transfer or exchange of such Certificate Any fee or charge of the Paying Agent/Registrar for such transfer
or exchange shall be paid by the City
The Paying Agent/Registrar shall not be required to transfer or exchange any Certificate called for
redemption in whole or in part during the forty-five (45)day period immediately prior to the date fixed for
redemption, provided, however, that this restriction shall not apply to the transfer or exchange by the
Registered Owner of the unredeemed portion of a Certificate called for redemption in part.
Section 3 10 Replacement Certificates Upon the presentation and surrender to the Paying
Agent/Registrar of a damaged or mutilated Certificate, the Paying Agent/Registrar shall authenticate and
deliver in exchange therefor a replacement Certificate, of the same maturity, interest rate and principal
amount, bearing a number not contemporaneously outstanding. The City or the Paying Agent/Registrar
may require the Registered Owner of such Certificate to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith and any other expenses connected
therewith, including the fees and expenses of the Paying Agent/Registrar and the City
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If any Certificate is lost, apparently destroyed or wrongfully taken, the City, pursuant to the
applicable laws of the State of Texas and ordinances of the City and in the absence of notice or knowledge
that such Certificate has been acquired by a bona fide purchaser, shall execute, and the Paying
Agent/Registrar shall authenticate and deliver, a replacement Certificate of the same maturity, interest rate
and principal amount, bearing a number not contemporaneously outstanding, provided that the Registered
Owner thereof shall have
(a) furnished to the City and the Paying Agent/Registrar satisfactory evidence of the ownership
of and the circumstances of the loss, destruction or theft of such Certificate,
(b) furnished such security or indemnity as may be required by the Paying Agent/Registrar and
the City to save and hold them harmless,
(c) paid all expenses and charges in connection therewith, including, but not limited to,
printing costs, legal fees, fees of the Paying Agent/Registrar and any tax or other governmental charge that
may be imposed, and
(d) met any other reasonable requirements of the City and the Paying Agent/Registrar
lf, after the delivery of such replacement Certificate, a bona fide purchaser of the original Certificate in lieu
of which such replacement Certificate was issued presents for payment such original Certificate, the City
and the Paying Agent/Registrar shall be entitled to recover such replacement Certificate from the person to
whom it was delivered or any person taking therefrom, except a bona fide purchaser, and shall be entitled
to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or
expense incurred by the City or the Paying Agent/Registrar in connection therewith
If any such mutilated, lost, apparently destroyed or wrongfully taken Certificate has become or is
about to become due and payable,the City in its discretion may, instead of issuing a replacement Certificate,
authorize the Paying Agent/Registrar to pay such Certificate
Each replacement Certificate delivered in accordance with this Section shall be entitled to the
benefits and security\of this Ordinance to the same extent as the Certificate or Certificates in lieu of which
such replacement Certificate is delivered
Section 3 11 Cancellation All Certificates paid or redeemed in accordance with this Ordinance,
and all Certificates in lieu of which exchange Certificates or replacement Certificates are authenticated and
delivered in accordance herewith, shall be canceled and destroyed upon the making of proper records
regarding such payment or redemption.The Paying Agent/Registrar shall periodically furnish the City with
certificates of destruction of such Certificates
Section 3 12 Book-Entry Only System. (a)The Initial Certificate shall be registered in the name
of the Raymond James&Associates Except as provided in Section 3 12 hereof, all other Certificates shall
be registered in the name of Cede & Co., as nominee of DTC
(a) With respect to Certificates registered in the name of Cede&Co., as nominee of DTC,the
City and the Registrar shall have no responsibility or obligation to any DTC Participant or to any person on
behalf of whom such DTC Participant holds an interest in the Certificates, except as provided in this
Ordinance. Without'limiting the immediately preceding sentence, the City and the Registrar shall have no
responsibility or obligation with respect to(i)the accuracy of the records of DTC,Cede &Co or any DTC
Participant with respect to any ownership interest in the Certificates,(ii)the delivery to any DTC Participant
or any other person, other than an Owner, as shown on the Register, of any notice with respect to the
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Certificates, including any notice of redemption, or(iu)the payment to any DTC Participant or any other
person,other than an Owner,as shown on the Register,of any amount with respect to principal of,premium,
if any,or interest on the Certificates Notwithstanding any other provision of this Ordinance to the contrary,
the City and the Registrar shall be entitled to treat and consider the person in whose name each Certificate
is registered in the Register as the absolute Owner of such Certificate for the purpose of payment of principal
of and interest on the Certificates, for the purpose of giving notices of redemption and other matters with
respect to such Certificate, for the purpose of registering transfer with respect to such Certificate, and for
all other purposes whatsoever The Registrar shall pay all principal of, premium, if any, and interest on the
Certificates only to or upon the order of the respective Owners, as shown in the Register as provided in this
Ordinance,or their respective attorneys duly authorized in writing, and all such payments shall be valid and
effective to fully satisfy and 'discharge the City's obligations with respect to payments of principal,
premium, if any, and interest on the Certificates to the extent of the sum or sums so paid No person other
than an Owner, as shown in the Register, shall receive a Certificate evidencing the obligation of the City to
make payments of amounts due pursuant to this Ordinance Upon delivery by DTC to the Registrar of
written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co ,
and subject to the provisions of this Ordinance with respect to interest checks being mailed to the Owner
of record as of the Record Date,the phrase"Cede&Co " in this Ordinance shall refer to such new nominee
of DTC
Section 3 13 Successor Securities Depository; Transfer Outside Book-Entry Only System In
the event that the City in its sole discretion,determines that the beneficial owners of the Certificates be able
to obtain certificated Certificates, or in the event DTC discontinues the services described herein, the City
shall (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the
Securities and Exchange Act of 1934,as amended,notify DTC and DTC Participants,as identified by DTC,
of the appointment of such successor securities depository and transfer one or more separate Certificates to
such successor securities depository or(ii)notify DTC and DTC Participants, as identified by DTC, of the
availability through DTC of Certificates and transfer one or more separate Certificates to DTC Participants
having Certificates credited to their DTC accounts, as identified by DTC In such event, the Certificates
shall no longer be restricted to being registered in the Register in the name of Cede & Co , as nominee of
DTC, but may be registered in the name of the successor securities depository, or its nominee, or in
whatever name or names Owners transferring or exchanging Certificates shall designate, in accordance
with the provisions of this Ordinance
Section 3 14 Payments to Cede&Co Notwithstanding any other provision of this Ordinance to
the contrary, so long as any Certificates are registered in the name of Cede & Co., as nominee of DTC, all
payments with respect to principal of, premium, if any, and interest on such Certificates, and all notices
with respect to such Certificates, shall be made and given, respectively, in the manner provided in the
Blanket Letter of Representations.
ARTICLE IV
FORM OF CERTIFICATES
The Certificates, including the Form of Comptroller's Registration Certificate, Form of Paying
Agent/Registrar Authentication Certificate, and Form of Assignment, shall be in substantially the form set ,
forth in Exhibit A hereto, with such omissions, insertions and variations as may be necessary or desirable,
and not prohibited by this Ordinance
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ARTICLE V
SECURITY FOR THE CERTIFICATES
Section 5 1 Pledge and Levy of Taxes and Revenues. (a) To provide for the payment of
principal of and interest on the Certificates, there is hereby levied, within the limits prescribed by law, for
the current year and each succeeding year thereafter, while the Certificates or any part of the principal
thereof and the interest thereon remain outstanding and unpaid,an ad valorem tax upon all taxable property
within the City sufficient to pay the interest on the Certificates and to create and provide a sinking fund of
not less than 2% of the principal amount of the Certificates or not less than the principal payable out of
such tax, whichever is greater, with full allowance being made for tax delinquencies and the costs of tax
collection, and such taxes, when collected, shall be applied to the payment of principal of and interest on
the Certificates by deposit to the Debt Service Fund and to no other purpose
(b) The City hereby declares its purpose and intent to provide and levy a tax legally sufficient
to pay the principal of and interest on the Certificates, it having been determined that the existing and
available taxing authority of the City for such purpose is adequate to permit a legally sufficient tax.As long
as any Certificates remain outstanding, all moneys on deposit in,or credited to,the Debt Service Fund shall
be secured by a pledge of security, as provided by law for cities in the State of Texas
(c) In addition, pursuant to the authority of Chapter 1502, Texas Government Code, as
amended, the City also hereby pledges the revenues to be derived from the City's water and sewer system,
after the payment of all operation and maintenance expenses thereof(the "Net Revenues"), in an amount
not to exceed $10,000,to the payment of the principal of and interest on the Certificates, provided that the
pledge of Net Revenues is and shall be junior and subordinate in all respects to the pledge of Net Revenues
to the payment of any obligation of the City, whether authorized heretofore or hereafter, which the City
designates as having a pledge senior to the pledge of the Net Revenues to the payment of the Certificates.
The City also reserves the right to issue, for any lawful purpose at any time, in one or more installments,
bonds, certificates of obligation and other obligations of any kind, secured in whole or in part by a pledge
of Net Revenues, that may be prior and superior in right to, on a parity with, or junior and subordinate to
the pledge of Net Revenues securing the Certificates
Section 5.2 Debt Service Fund The Certificates of Obligation, Series 2024A Debt Service
Fund (the"Debt Service Fund") is hereby created as a special fund solely for the benefit of the Certificates
The City shall establish and maintain such fund at an official City depository and shall keep such fund
separate and apart from all other funds and accounts of the City Any amount on deposit in the Debt Service
Fund shall be maintained by the City in trust for the Registered Owners of the Certificates. Such amount,
plus any other amounts deposited by the City into such fund and any and all investment earnings on amounts
on deposit in such fund, shall be used only to pay the principal of, premium, if any, and interest on the
Certificates.
Section 5.3 Further Proceedings After the Certificates to be initially issued have been
executed,it shall be the duty of the Mayor or Mayor Pro Tem to deliver the Certificates to be initially issued
and all pertinent records and proceedings to the Attorney General for examination and approval After the
Certificates to be initially issued shall have been approved by the Attorney General,they shall be delivered
to the Comptroller for registration. Upon registration of the Certificates to be initially issued, the
Comptroller(or a deputy lawfully designated in writing to act for the Comptroller) shall manually sign the
Comptroller's registration certificate prescribed herein to be affixed or attached to the Certificates to be
initially issued, and the seal of said Comptroller shall be impressed, or placed in facsimile,thereon
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ARTICLE VI.
CONCERNING THE PAYING AGENT/REGISTRAR
Section 6 1 Acceptance BOKF,NA, is hereby appointed as the initial Paying Agent/Registrar
for the Certificates pursuant to the terms and provisions of the Paying Agent/Registrar Agreement by and
between the City and the Paying Agent/Registrar The Paying Agent/Registrar Agreement shall be
substantially in the form attached hereto as Exhibit B, the terms and provisions of which are hereby
approved, and the Mayor or Mayor Pro Tem is hereby authorized to execute and deliver such Paying
Agent/Registrar Agreement on behalf of the City in multiple counterparts and the City Secretary or Deputy
City Secretary is hereby authorized to attest thereto and affix the City's seal. Such initial Paying
Agent/Registrar and any successor Paying Agent/Registrar, by undertaking the performance of the duties
of the Paying Agent/Registrar hereunder, and in consideration of the payment of any fees pursuant to the
terms of any contract between the Paying Agent/Registrar and the City and/or the deposits of money
pursuant to this Ordinance, shall be deemed to accept and agree to abide by the terms of this Ordinance
Section 6.2 Trust Funds All money transferred to the Paying Agent/Registrar in its capacity
as Paying Agent/Registrar for the Certificates under this Ordinance (except any sums representing Paying
Agent/Registrar's fees)shall be held in trust for the benefit of the City, shall be the property of the City and
shall be disbursed in accordance with this Ordinance
Section 6.3 Certificates Presented. Subject to the provisions of Section 6 4, all matured
Certificates presented to the Paying Agent/Registrar for payment shall be paid without the necessity of
further instructions from the City Such Certificates shall be canceled as provided herein
Section 6 4 Unclaimed Funds Held by the Paying Agent/Registrar Funds held by the Paying
Agent/Registrar that represent principal of and interest on the Certificates remaining unclaimed by the
Registered Owner thereof after the expiration of three years from the date such funds have become due and
payable (a) shall be reported and disposed of by the Paying Agent/Registrar in accordance with the
provisions of Title 6 of the Texas Property Code, as amended, to the extent such provisions are applicable
to such funds, or(b)to the extent such provisions do not apply to the funds, such funds shall be paid by the
Paying Agent/Registrar to the City upon receipt by the Paying Agent/Registrar of a written request therefor
from the City
The Paying Agent/Registrar shall have no liability to the Registered Owners of the Certificates by
virtue of actions taken in compliance with this Section.
Section 6.5 Paying Agent/Registrar May Own Certificates The Paying Agent/Registrar 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/Registrar
Section 6 6 Successor Paying Agents/Registrars.The City covenants that at all times while any
Certificates are Outstanding it will provide a legally qualified bank, trust company, financial institution or
other agency to act as Paying Agent/Registrar for the Certificates The City reserves the right to change the
Paying Agent/Registrar for the Certificates on not less than sixty (60) days' written notice to the Paying
Agent/Registrar, as long as any such notice is effective not less than 60 days prior to the next succeeding
principal or interest payment date on the Certificates Promptly upon the appointment of any successor
Paying Agent/Registrar,the previous Paying Agent/Registrar shall deliver the Register or a copy thereof to
the new Paying Agent/Registrar, and the new Paying Agent/Registrar shall notify each Registered Owner,
by United States mail, first class, postage prepaid, of such change and of the address of the new Paying
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Agent/Registrar Each Paying Agent/Registrar hereunder, by acting in that capacity, shall be deemed to
have agreed to the provisions of this Ordinance
ARTICLE VII
PROVISIONS CONCERNING SALE AND
APPLICATION OF PROCEEDS OF CERTIFICATES
Section 7 1 Sale of Certificates The Certificates are hereby sold and shall be delivered to the
Underwriters, Piper Sandler & Co., Huntington Capital Markets, Robert W Baird & Co Incorporated,
SAMCO Capital Markets, Inc, and Crews&Associates at a price of$ (which is the par
amount of the Certificates plus a net premium on the Certificates of $ and less an
underwriters' discount of$ ), in accordance with the terms of the Purchase Contract of even
date herewith, attached hereto as Exhibit C, presented to and hereby approved by the City Council, which
price and terms are hereby found and determined to be the most advantageous reasonably obtainable by the
City and produced the lowest net effective interest rate The Mayor, Mayor Pro Tem, Chief Financial
Officer, Interim Chief Financial Officer, City Manager, Assistant City Manager and Deputy Director of
Finance are each hereby authorized and directed'to executed the Purchase Contract on behalf of the City,
and the Mayor, Mayor Pro Tem, City Secretary, Deputy City Secretary, City Manager, Chief Financial
Officer and other appropriate officials of the City are hereby authorized to do any and all things necessary
or desirable to satisfy the conditions set out therein and to provide for the issuance and delivery of the
Certificates.
Section 7.2 Approval, Registration and Delivery The Mayor or Mayor Pro Tem is hereby
authorized to have control and custody of the Certificates and all necessary records and proceedings
pertaining thereto pending their delivery, and the Mayor and other officers and employees of the City are
hereby authorized and directed to make such certifications and to execute such instruments as may be
necessary to accomplish the delivery of the Certificates and to assure the investigation, examination and
approval thereof by the Attorney General and the registration of the initial Certificates by the Comptroller
Upon registration of the Certificates,the Comptroller(or the Comptroller's certificates clerk or an assistant
certificates clerk lawfully designated in writing to act for the Comptroller) shall manually sign the
Comptroller's Registration Certificates prescribed herein to be attached or affixed to each Certificates
initially delivered and the seal of the Comptroller shall be impressed or printed or lithographed thereon
Section 7.3 Application of Proceeds of Certificates. Proceeds from the sale of the Certificates
shall, promptly upon receipt by the City, be applied as follows
(1) Accrued interest, if any, shall be deposited into the Debt Service Fund created in
Section 5.2 of this Ordinance,
(2) Premium in the amount of $ shall be applied to pay
underwriters' discount the amount of$ shall be applied to pay expenses arising
in connection with the issuance of the Certificates,
(3) The remaining proceeds shall be applied,together with other funds of the City, to
provide funds to pay contractual obligations to be incurred for the purposes set forth in Section 3 1
of this Ordinance
Section 7 4 Tax Exemption. The City intends that the interest on the Certificates shall be
excludable from gross income of the owners thereof for federal income tax purposes pursuant to Sections
103 and 141 through 150 of the Internal Revenue Code of 1986,as amended,(the"Code")and all applicable
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temporary, proposed and final regulations(the"Regulations") and procedures promulgated thereunder and
applicable to the Certificates For this purpose, the City covenants that it will monitor and control the
receipt, investment,expenditure and use of all gross proceeds of the Certificates(Including all property,the
acquisition, construction or improvement of which is to be financed directly or indirectly with the proceeds
of the Certificates) and take or omit to take such other and further actions as may be required by Sections
103 and 141 through 150 of the Code and the Regulations to cause the interest on the Certificates to be and
remain excludable from the gross income, as defined in Section 61 of the Code, of the owners of the
Certificates for federal income tax purposes. Without limiting the generality of the foregoing,the City shall
comply with each of the following covenants
(a) The City shall not use,permit the use of or omit to use Gross Proceeds or any other amounts
(or any property the acquisition, construction or improvement of which is to be financed directly or
indirectly with Gross Proceeds) in a manner which, if made or omitted, respectively, would cause the
interest on any Certificate to become includable in the gross income, as defined in Section 61 of the Code,
of the owner thereof for federal income tax purposes Without limiting the generality of the foregoing,
unless and until the City shall have received a written opinion of counsel nationally recognized in the field
of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the
exemption from federal income tax of the interest on any Certificate,the City shall comply with each of the
specific covenants in this Section.
(b) Except as permitted by Section 141 of the Code and the regulations and rulings thereunder,
the City shall, at all times prior to the last stated maturity of the Certificates,
(1) exclusively own, operate, and possess all property the acquisition, construction, or
improvement of which is to be financed directly or indirectly with Gross Proceeds of such series
of the Certificates and not use or permit the use of such Gross Proceeds or any property acquired,
constructed, or improved with such Gross Proceeds in any activity carried on by any person or
entity other than a state or local government, unless such use is solely as a member of the general
public, or
(2) not directly or indirectly impose or accept any charge or other payment for use of
Gross Proceeds of such series of the Certificates or any property the acquisition, construction or
Improvement of which is to be financed directly or indirectly with such Gross Proceeds
(c) Except to the extent permitted by Section 141 of the Code and the regulations and rulings
thereunder,the City shall not use Gross Proceeds of the Certificates to make or finance loans to any person
or entity other than a state or local government. For purposes of the foregoing covenant, Gross Proceeds
are considered to be "loaned" to a person or entity if(1) property acquired, constructed or improved with
Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal
Income tax purposes, (2) capacity in or service from such property is committed to such person or entity
under a take-or-pay, output, or similar contract or arrangement, or (3) indirect benefits, or burdens and
benefits of ownership, of such Gross Proceeds or such property are otherwise transferred in a transaction
which is the economic equivalent of a loan
(d) Except to the extent permitted by Section 148 of the Code and the regulations and rulings
thereunder,the City shall not, at any time prior to the earlier of the final stated maturity or final payment of
the Refunded Obligations, directly or indirectly invest Gross Proceeds of such Certificates in any
Investment(or use such Gross Proceeds to replace money so invested), if as a result of such investment the
Yield of all Investments allocated to such Gross Proceeds whether then held or previously disposed of,
exceeds the Yield on the Refunded Obligations.
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(e) Based on all of the facts and estimates now known or reasonably expected to be in existence
on the date the Certificates are delivered, the City reasonably expects that the proceeds of the Certificates
(to the extent any of such proceeds remain unexpended)will not be used in a manner that would cause the
Certificates or any portion thereof to be"arbitrage bonds"within the meaning of Section 148 of the Code
(0 At all times while the Certificates are outstanding, the City will identify and properly
account for all amounts constituting gross proceeds of the Certificates in accordance with the Regulations
The City will monitor the yield on the investments of the proceeds of the Certificates and, to the extent
required by the Code and the Regulations,will restrict the yield on such investments to a yield which is not
materially higher than the yield on the Certificates To the extent necessary to prevent the Certificates from
constituting"arbitrage bonds,"the City will make such payments as are necessary to cause the yield on all
yield restricted nonpurpose investments allocable to the Certificates to be less than the yield that is
materially higher than the yield on the Certificates
(g) The City will not take any action or knowingly omit to take any action, if taken or omitted,
would cause the Certificates to be treated as "federally guaranteed" obligations for purposes of Section
149(b) of the Code
(h) The City represents that not more than fifty percent (50%) of the proceeds of any new
money portion of the Certificates was invested in nonpurpose investments (as defined in Section
148(f)(b)(A)of the Code)having a substantially guaranteed yield for four years or more within the meaning
of Section 149(g)(3)(A)(ii) of the Code, and the City reasonably expected at the time each issue of the
Refunded Certificates was issued that at least eighty-five percent (85%) of the spendable proceeds of the
Certificates or the Refunded Certificates would be used to carry out the governmental purpose of such
Certificates within the corresponding three-year period beginning on the respective dates of the Certificates
or the Refunded Certificates.
(i) The City will take all necessary steps to comply with the requirement that certain amounts
earned by the City on the investment of the gross proceeds of the Certificates, if any, be rebated to the
federal government. Specifically, the City will (i) maintain records regarding the receipt, investment and
expenditure of the gross proceeds of the Certificates as may be required to calculate such excess arbitrage
profits separately from records of amounts on deposit in the funds and accounts of the City allocable to
other obligations of the City or moneys which do not represent gross proceeds of any obligations of the
City and retain such records for at least six years after the day on which the last outstanding Certificate is
discharged, (ii) account for all gross proceeds under a reasonable, consistently applied method of
accounting, not employed as an artifice or device to avoid, in,whole or in part,the requirements of Section
148 of the Code, including any specified method of accounting required by applicable Regulations to be
used for all or a portion of the gross proceeds, (iii) calculate, at such times as are required by applicable
Regulations,the amount of excess arbitrage profits, if any,earned from the investment of the gross proceeds
of the Certificates and (iv) timely pay, as required by applicable Regulations, all amounts required to be
rebated to the federal government. In addition,the City will exercise reasonable diligence to assure that no
errors are made in the calculations required by the preceding sentence and, if such an error is made, to
discover and promptly correct such error Within a reasonable amount of time thereafter, including payment
to the federal government of any delinquent amounts owed to it, including interest thereon and penalty
(j) The City will not indirectly pay any amount otherwise payable to the federal government
pursuant to the foregoing requirements to any person other than the federal government by entering into
any investment arrangement with respect to the gross proceeds of the Certificates that might result in a
reduction in the amount required to be paid to the federal government because such arrangement results in
smaller profit or a larger loss than would have resulted if such arrangement had been at arm's length and
had the yield on the issue not been relevant to either party
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(k) The City will timely file or cause to be filed with the Secretary of the Treasury of the United
States the information required by Section 149(e) of the Code with respect to the Certificates on such form
and in such place as the Secretary may prescribe
(1) The City will not issue or use the Certificates as part of an "abusive arbitrage device" (as
defined in Section 1 148 10(a) of the Regulations) Without limiting the foregoing, the Certificates are not
and will not be a part of a transaction or series of transactions that attempts to circumvent the provisions of
Section 148 of the Code and the Regulations, by(i)enabling the City to exploit the difference between tax
exempt and taxable interest rates to gain a material financial advantage, or(ii) Increasing the burden on the
market for tax-exempt obligations
(m) Proper officers of the City charged with the responsibility for Issuing the Certificates are
hereby directed to make, execute and deliver certifications as to facts, estimates or circumstances in
existence as of the Issue Date and stating whether there are facts, estimates or circumstances that would
materially change the City's expectations. On or after the Issue Date, the City will take such actions as are
necessary and appropriate to assure the continuous accuracy of the representations contained in such
certificates
(n) The covenants and representations made or required by this Section are for the benefit of
the Certificate holders and any subsequent Certificate holder, and may be relied upon by the Certificate
holder and any subsequent Certificate holder and bond counsel to the City
In complying with the foregoing covenants, the City may rely upon an unqualified opinion issued
to the City by nationally recognized bond counsel that any action by the City or reliance upon any
interpretation of the Code or Regulations contained in such opinion will not cause interest on the Certificates
to be includable in gross income for federal income tax purposes under existing law
Notwithstanding any other provision of this Ordinance, the City's representations and obligations
under the covenants and provisions of this Section 7 4 shall survive the defeasance and discharge of the
Certificates for as long as such matters are relevant to the exclusion of interest on the Certificates from the
gross income of the owners for federal income tax purposes
Section 7 5 Related Matters In order that the City shall satisfy in a timely manner all of its
obligations under this Ordinance,the Mayor, Mayor Pro Tern, City Secretary, Deputy City Secretary, City
Manager, the Chief Financial Officer and all other appropriate officers, agents, representatives and
employees of the City are hereby authorized and directed to take all other actions that are reasonably
necessary to provide for the issuance and delivery of the Certificates, including, without limitation,
executing and delivering on behalf of the City all certificates,consents,receipts, requests,notices,and other
documents as may be reasonably necessary to satisfy the City's obligations under this Ordinance and to
direct the transfer and application of funds of the City consistent with the provisions of this Ordinance
ARTICLE VIII
MISCELLANEOUS
Section 8 1 Defeasance The Certificates may be discharged, defeased, redeemed or refunded
in any manner now or hereafter permitted by law
Section 8.2 Application of Chapter 1208, Government Code Chapter 1208, Government
Code,applies to the Issuance of the Certificates and the pledge of the taxes granted by the City under Section
5 1 of this Ordinance, and such pledge is therefore valid, effective and perfected. If Texas law is amended
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at any time while the Certificates are outstanding and unpaid such that the pledge of the taxes granted by
the City under Section 5 1 of this Ordinance is to be subject to the filing requirements of Chapter 9,Business
&Commerce Code,then rn order to preserve to the Registered Owners of the Certificates the perfection of
the security interest in said pledge, the City agrees to take such measures as it determines are reasonable
and necessary under Texas law to comply with the applicable provisions of Chapter 9, Business &
Commerce Code and enable a filing to perfect the security interest in said pledge to occur
Section 8.3 Ordinance a Contract - Amendments. This Ordinance shall constitute a contract
with the Registered Owners from time to time, be binding on the City,and shall not be amended or repealed
by the City so long as any Certificate remains Outstanding except as permitted in this Section. The City
may, without the consent of or notice to any Registered Owners, from time to time and at any time, amend
this Ordinance in any manner not detrimental to the interests of the Registered Owners, including the curing
of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the City may, with the
consent of Registered Owners who own in the aggregate 51% of the principal amount of the Certificates
then Outstanding, amend, add to, or rescind any of the provisions of this Ordinance, provided that,without
the consent of all Registered Owners of Outstanding Certificates, no such amendment, addition, or
rescission shall (i) extend the time or times of payment of the principal of and interest on the Certificates,
reduce the principal amount thereof, the redemption price, or the rate of interest thereon, or in any other
way modify the terms of payment of the principal of or interest on the Certificates, (ii) give any preference
to any Certificate over any other Certificate, or(w) reduce the aggregate principal amount of Certificates
required to be held by Registered Owners for consent to any such amendment, addition, or rescission
Section 8 4 Legal Holidays. In any case where the date interest accrues and becomes payable
on the Certificates or principal of the Certificates matures or the date fixed for redemption of any
Certificates or a Record Date shall be in the City a Saturday, Sunday, legal holiday or a day on which
banking institutions are authorized by law to close,then payment of interest or principal need not be made
on such date, or the Record Date shall not occur on such date, but payment may be made or the Record
Date shall occur on the next succeeding day which is not in the City a Saturday, Sunday, legal holiday or a
day on which banking institutions are authorized by law to close with the same force and effect as if(r)
made on the date of maturity or the date fixed for redemption and no interest shall accrue for the period
from the date of maturity or redemption to the date of actual payment or(ii)the Record Date had occurred
on the fifteenth day of that calendar month.
Section 8 5 No Recourse Against City Officials No recourse shall be had for the payment of
principal of or interest on any Certificates or for any claim based thereon or on this Ordinance against any
official of the City or any person executing any Certificates
Section 8 6 Further Proceedings The Mayor, Mayor Pro Tern, City Secretary, Deputy City
Secretary, Chief Financial Officer, City Manager and other appropriate officials of the City are hereby
authorized and directed to do any and all things necessary and/or convenient to carry out the terms of this
Ordinance
Section 8 7 Severability If any Section, paragraph, clause or provision of this Ordinance shall
for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such Section,
paragraph, clause or provision shall not affect any of the remaining provisions of this Ordinance
Section 8 8 Power to Revise Form of Documents Notwithstanding any other provision of this
Ordinance,the Mayor or Mayor Pro Tern is hereby authorized to make or approve such revisions, additions,
deletions, and variations to this Ordinance and in the form of the documents attached hereto as exhibits as,
in the judgment of the Mayor or Mayor Pro Tern, and in the opinion of Certificate Counsel to the City, may
be necessary or convenient to carry out or assist in carrying out the purposes of this Ordinance, or as may
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be required for approval of the Certificates by the Attorney General of Texas, provided, however,that any
changes to such documents resulting in substantive amendments to the terms and conditions of the
Certificates or such documents shall be subject to the prior approval of the City Council
Section 8.9 Open Meeting. It is hereby found,determined and declared that a sufficient written
notice of the date, hour, place and subject of the meeting of the City Council at which this Ordinance was
adopted was posted at a place convenient and readily accessible at all times to the general public at City
Hall for the time required by law preceding this meeting, as required by the Open Meetings Law, Chapter
551, Texas Government Code, and that this meeting has been open to the public as required by law at all
times during which this Ordinance and the subject matter thereof has been discussed, considered and
formally acted upon. The City Council further ratifies, approves and confirms such written notice and the
contents and posting thereof
Section 8 10 Official Statement. The City Council hereby approves the form and content of the
Preliminary Official Statement prepared for the initial offering and sale of the Certificates and hereby
authorizes the preparation of a final Official Statement reflecting the terms of sale and other relevant
matters. The use of such Official Statement in the reoffering of the Certificates by the Underwriters is
hereby approved and authorized.
Section 8 11 Repealed All orders, resolutions and ordinances, or parts thereof, inconsistent
herewith are hereby repealed to the extent of such inconsistency
Section 8 12 Continuing Disclosure Undertaking. (a) Annual Reports. The City will provide
certain updated financial information and operating data to the MSRB annually in an electronic format as
prescribed by the MSRB and available via the Electronic Municipal Market Access ("EMMA") system at
www emma.msrb org. The information to be updated includes all quantitative financial information and
operating data with respect to the City of the general type included in the final Official Statement in Tables
1-3 and 5-13 and in APPENDIX"B "The City will update and provide this information within six months
after the end of each fiscal year
If the City changes its fiscal year, it will submit a notice of such change to the MSRB, and the date
of the new fiscal year end prior to the next date by which the City otherwise would be required to provide
financial information and operating data pursuant to this Section
The financial information and operating data to be provided may be set forth in full in one or more
documents or may be included by specific reference to any document available to the public,on the MSRB's
Internet Web site or filed with the SEC,as permitted by the SEC Rule The updated information will include
audited financial statements, if the City commissions an audit and it is completed by the required time If
audited financial statements are not available by the required time,the City will provide unaudited financial
statements by the required time and audited financial statements when and if such audited statements
become available Any such financial statements will be prepared in accordance with the accounting
principles described in APPENDIX B or such other accounting principles as the City may require to employ
from time to time pursuant to State law or regulation
(b) Material Event Notices.The City shall notify the MSRB in an electronic format prescribed
by the MSRB, in a timely manner(not in excess of ten (10) days after the occurrence of the event), of any
of the following events with respect to the Certificates
(i) Principal and interest payment delinquencies;
(ii) Non-payment related defaults, if material,
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(iii) Unscheduled draws on debt service reserves reflecting financial difficulties;
(iv) Unscheduled draws on credit enhancements reflecting financial difficulties,
(v) Substitution of credit or liquidity providers or their failure to perform,
(vi) Adverse tax opinions,the issuance by the Internal Revenue Service of proposed or
final determinations of taxability, Notices of Proposed Issue (IRS Form 5701
TEB) or other material notices or determinations with respect to the tax status of
the Certificates,or other material events affecting the tax status of the Certificates,
(vii) Modifications to rights of holders of the Certificates, if material,
(viii) Certificate calls, if material, and tender offers;
(ix) Defeasances,
(x) Release, substitution, or sale of property securing repayment of the Certificates, if
material,
(xi) Rating changes,
(xii) Bankruptcy, insolvency, receivership or similar event of the City;
(xiii) The consummation of a merger,consolidation, or acquisition involving the City or
the sale of all or substantially all of the assets of the City, other than in the ordinary
course of business, the entry into a definitive agreement to undertake such an
action or the termination of a definitive agreement relating to any such actions,
other than pursuant to its terms, if material,
(xiv) Appointment of a successor Paying Agent/Registrar or change in the name of the
Paying Agent/Registrar, if material,
(xv) Incurrence of a Financial Obligation of the City, if material, or agreement to
covenants, events of default, remedies, priority rights, or other similar terms of a
Financial Obligation of the City, any of which affect security holders, if material,
and
(xvi) Default, event of acceleration, termination event, modification of terms, or other
similar events under the terms of a Financial Obligation of the City, any of which
reflect financial difficulties
For the purposes, any event described in the immediately preceding paragraph (xii) is considered
to occur when any of the following occur the appointment of a receiver, fiscal agent or similar officer for
the City in a proceeding Under States Bankruptcy Code or any other proceeding under state or federal law
in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or
business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and
officials or officers in possession but subject to the supervision and orders of a court or governmental
authority, or the entry of order confirming a plan of reorganization, arrangement or liquidation by a court
or governmental authority having supervision or jurisdiction over substantially all of the assets or business
of the City The City intends the words used in the immediately preceding paragraphs (xv) and (xvi) and
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the definition of Financial Obligation in this Section to have the same meanings as when they are used in
the Rule, as evidenced by SEC Release No 34-83885, dated August 20,2018(the"2018 Release")and any
further written guidance provided by the SEC or its staff with respect to the amendments to Rule 15c2-12
effected by the 2018 Release
The Mayor,Mayor Pro Tem City Secretary, Deputy City Secretary, City Manager, Chief Financial
Officer and other appropriate officials of the City are authorized and directed to establish and implement
written procedures to ensure compliance with the reporting requirements imposed by this Section. Such
procedures may be modified and amended by the Mayor, Mayor Pro Tern, City Secretary, Deputy City
Secretary, City Manager, Chief Financial Officer and other appropriate officials of the City from time to
time to the extent the modification or amendment of such procedures are deemed necessary, useful or
appropriate
The City shall notify the MSRB, in a timely manner, of any failure by the City to provide financial
information or operating data in accordance this Section by the time required by such Section
(c) Limitations, Disclaimers, and Amendments. The City shall be obligated to observe and
perform the covenants specified in this Section for so long as, but only for so long as, the City remains an
"obligated person" with respect to the Certificates within the meaning of the Rule, except that the City in
any event will give notice of any deposit made in accordance with Texas law that causes Certificates no
longer to be outstanding.
The provisions of this Section are for the sole benefit of the holders and the beneficial owners of
the Certificates, and nothing in this Section, express or implied, shall give any benefit or any legal or
equitable right, remedy, or claim hereunder to any other person The City undertakes to provide only the
financial information, operating data, financial statements, and notices which it has expressly agreed to
provide pursuant to this Section and does not hereby undertake to provide any other information that may
be relevant or material to a complete presentation of the City's financial results, condition, or prospects or
hereby undertake to update any information provided in accordance with this Section or otherwise, except
as expressly provided herein The City does not make any representation or warranty concerning such
information or its usefulness to a decision to invest in or sell Certificates at any future date
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR
BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN CONTRACT OR
TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE
CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT
SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN
CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE UNLIMITED
TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.
No default by the City in observing or performing its obligations under this Section shall comprise
a breach of or default under this Order for purposes of any other provision of this Order
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of
the City under federal and state securities laws.
The provisions of this Section may be amended by the City from time to time to adapt to changed
circumstances that arise from a change in legal requirements, a change in law, or a change in the identity,
nature, or status or type of principal payment of the City, if(1)the agreement, as so amended, would have
permitted an underwriter to purchase or sell Certificates in the initial primary offering in compliance with
the Rule,taking into account any amendments or interpretations of the Rule to the date of such amendment,
19
37110929v 1
as well as such changed circumstances, and (2) either(a)the holders of a majority in aggregate amount of
the outstanding Certificates consent to such amendment or(b) a person unaffiliated with the City (such as
nationally recognized bond counsel)determines that the amendment will not materially impair the interests
of the holders and beneficial owners of the Certificates The City may also amend or repeal the provisions
of this continuing disclosure agreement if the SEC amends or repeals the applicable provisions of the Rule
or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and
to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing
or selling Certificates in the primary offering of the Certificates If any such amendment is made, the City
will include in its next annual update an explanation in narrative form of the reasons for the change and its
impact on the type of operating data or financial information being provided
Section 8 13 Declaration of Emergency It is hereby officially found and determined that a case
of emergency and urgent public necessity exists that requires that this Ordinance be passed finally and take
effect immediately on the date of its introduction, such emergency and urgent public necessity being that
the proceeds from the sale of the Certificates are required as soon as possible and without delay for the
purposes set forth herein
Section 8 14 No Personal Liability No recourse shall be had for payment of the principal of or
interest on any Certificates or for any claim based thereon, or on this Ordinance; against any official or
employee of the City or any person executing any Certificates.
Section 8 15 Effective Date. This Ordinance shall be in force and effect from and after its
passage on the date shown below
[signature page follows]
20
37110929v 1
PASSED AND APPROVED on the first reading pursuant to Section 3 10 of the City Charter
this August 12, 2024
CITY OF PEARLAND, TEXAS
May •
ATTEST
��0D�om( ,` �.a �� �`,
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City S cretary V'--
(SEAL) 11114'.
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Exhibit A — Form of Certificate
Exhibit B — Paying Agent/Registrar Agreement
Exhibit C — Purchase Contract
Signature Page to Ordinance No 2024-
37110929v 1
GENERAL CERTIFICATE
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"), do hereby make
and execute this certificate for the benefit of the Attorney General of the State of Texas and all
other persons interested in the Si 1 CITY OF PEARLAND, TEXAS CERTIFICATES
OF OBLIGATION, SERIES 2024A, dated September 1, 2024 (the "Certificates"), now in the
process of issuance, as follows
(1) The City is a duly incorporated Home Rule City, having more than 5,000
inhabitants, operating and existing under the Constitution and laws of the State of Texas and the
duly adopted Home Rule Charter of the City, which Charter has not been changed since the
approval by the Attorney General of the State of Texas of City of Pearland Public Improvement
Bonds, Series 2023, City of Pearland Certificates of Obligation, Series 2023A, City of Pearland
Certificates of Obligation, Series 2023B and City of Pearland Certificates of Obligation, Series
2023C, which are the last obligations issued by or on behalf of the City
(2) The Certificates are being issued to provide funds to pay contractual obligations to
be incurred for (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
(3) The following individuals were the duly elected and qualified Mayor and City
Council of the City holding the offices opposite their names
Kevin Cole Mayor
Tony Carbone Mayor Pro Tern
Joseph Koza Councilmember
Mona Chavarria Councilmember
Clint Byrom Councilmember
Laym Cade Councilmember
Chad Thumann Councilmember
Rushi Patel Councilmember
(4) Frances Aguilar is the duly appointed and qualified City Secretary of the City Trent
Epperson is the City Manager, and Victor Brownlees is the Assistant City Manager/Interim Chief
Financial Officer
41176354v 1
(5) The Certificates are hereby sold and shall be delivered to the Purchaser at a price
of $[ 1 (which is the par amount of the Certificates plus a net premium on the
Certificates of$[ 1 and less an underwriters' discount of$[ 1)
(6) Except as described in the Official Statement, neither the revenues nor the
properties of the System arein any way pledged or hypothecated other than the pledge of the Net
Revenues of the System to the Certificates,the City's Certificates of Obligation, Series 2024C, the
City's Certificates of Obligation, Series 2023A, the City's Certificates of Obligation, Series
2023B, the City's Certificates of Obligation, Series 2023C, the City's Certificates of Obligation,
2022A, the City's Certificates of Obligation, Series 2022B, the City's Certificates of Obligation,
Series 2022C, the City's Certificates of Obligation, Series 2021B, the City's Water and Sewer
System Revenue and Refunding Bonds, Series 2021B, the City's Water and Sewer System
Revenue Bonds, Series 2021A, the City's Certificates of Obligation, Series 2020A, the City's
Certificates of Obligation, Series 2020B, the City's Permanent Improvement Bonds, Series 2020,
the City's Water and Sewer System Revenue Bonds, Series 2020B, the City's Water and Sewer
System Revenue Bonds, Series 2020A, the City's Permanent Improvement and Refunding Bonds,
Series 2019, the City's Water and Sewer System Revenue and Refunding Bonds, Series 2019B,
the City's Water and Sewer System Revenue Bonds, Series 2019A, the City's Permanent
Improvement Bonds, Series 2018, the City's Water and Sewer System Revenue Bonds, Series
2018B, the City's Permanent Improvement and Refunding Bonds, Series 2017, the City's Water
and Sewer System Revenue and Refunding Bonds, Series 2017C, the City's Permanent
Improvement and Refunding Bonds, Series 2016A, the City's Permanent Improvement Refunding
Bonds, Series 2015A, the City's Certificates of Obligation, Series 2015, the City's Permanent
Improvement Bonds, Series 2015, the City's Permanent Improvement Refunding Bonds, Series
2015, the City's Permanent Improvement Refunding Bonds, Series 2014, the City's Certificates
of Obligation, Series 2014,the City's Certificates of Obligation, Series 2013,the City's Permanent
Improvement Bonds, Series 2013, the City's Water and Sewer System Revenue and Refunding
Bonds, Series 2012, the City's Permanent Improvement Refunding Bonds, Series 2012, the City's
Certificates of Obligation, Series 2011, the City's Permanent Improvement Bonds, Series 2011,
the City's Water and Sewer System Revenue Bonds, Series 2010A, the City's Water and Sewer
System Revenue Refunding Bonds, Series 2010B, the City's Certificates of Obligation, Series
2009A, the City's Certificates of Obligation, Series 2009, the City's Certificates of Obligation,
Series 2008, the City's Certificates of Obligation, Series 2007, the City's Certificates of
Obligation, Series 2006, the City's Certificates of Obligation, Series 2004, the City's Certificates
of Obligation, Series 2003,the City's Certificates of Obligation, Series 2001, the City's Water and
Sewer System Revenue Bonds, Series 2009, the City's Water and Sewer System Revenue Bonds,
Series 2008, the City's Water and Sewer System Revenue Bonds, Series 2007, the City's Water
and Sewer System Revenue and Refunding Bonds, Series 2006, the City's Water and Sewer
System Revenue Bonds, Series 2003, the City's Water and Sewer System Revenue Bonds, Series
2001 and the City's Water and Sewer System Adjustable Rate Revenue Bonds, Series 1999
(7) Attached to this certificate as Exhibit A is a true, full and correct debt service
schedule for all of the City's outstanding tax-supported debt, including the Certificates The total
amount of all outstanding bonded indebtedness of the City payable from ad valorem taxes is
$r 1 which includes the Certificates
- 2 -
41176354v 1
(8) The currently effective ad valorem tax appraisal roll of the City (the "Tax Roll") is
the Tax Roll prepared and approved during the calendar year 2024, being the most recently
approved Tax Roll of the City; the taxable property in the City has been appraised, assessed and
valued as required and provided by the Texas Constitution and Property Tax Code (collectively,
"Texas law"), the Tax Roll for the year has been submitted to the City Council of the City as
required by Texas law, and has been approved and recorded by the City Council, and according to
the Tax Roll for the year, the net aggregate taxable value of taxable property in the City (after
deducting the amount of all applicable exemptions required or authorized under Texas law), upon
which the annual ad valorem tax of the City has been or will be imposed or levied, is
$[ I
(9) The following is a true, full and current schedule of System revenues, remaining
after the payment of all operation and maintenance expenses thereof("Net Revenues"), for fiscal
year ended September 30, 2023, and for the previous two fiscal years
2023 2022 2021
$[ 1 $30,313,645 $27,207,944
(10) The rates and charges established by the City Council of the City for services from
the System are as shown on Exhibit B
(11) The City is not in default as to any covenant, condition or obligation on any prior
bonds or other obligations payable from the Net Revenues of the System.
(12) The City is in compliance with Texas Local Government Code 271 047(d), which
provides that the City may not authorize the issuance of the Certificates if a bond proposition to
authorize the issuance of bonds for the same purpose was submitted to voters during the preceding
three years and failed to be approved.No such bond proposition was submitted to the voters of the
City during the preceding three years
(13) With respect to the contracts executed in connection with the authorization and
issuance of the Certificates, all disclosure filings and acknowledgments required by Section
2252 908, Texas Government Code, and the rules of the Texas Ethics Commission related to said
provision, have been made
(14) The City complied with the Internet website posting requirements of Section
271 049(a)(2), Texas Local Government Code by posting the published Notice of Intention
continuously on the City's website for at least 45 days before the date tentatively set for the passage
of the Ordinance Attached hereto as Exhibit C is a copy of the Notice of Intention to Issue
Certificates as posted on the City's website
(15) The City has or will satisfy the appraisal requirements of Section 252 051 of Texas
Local Government Code for any land purchased with proceeds of the Certificates.
[Execution Page Follows]
- 3 -
41176354v 1
SIGNED AND SEALED this , 2024
CITY OF PEARLAND, TEXAS
City ecretary, City olf We. land, Texas r, City of Pearland, Texas
(CITY SEAL)
`,,,,,•�F PEARL, ,,,,,
•
[Signature Page to General Certificate]
41176354v 1
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF PEARLAND, TEXAS
CERTIFICATE OF OBLIGATION, SERIES 2024A
' NUMBER , DENOMINATION
I-1 $r 1
REGISTERED
DATED DATE SEPTEMBER 1, 2024
REGISTERED OWNER. PIPER SANDLER &CO
PRINCIPAL AMOUNT 1 1 DOLLARS
THE CITY OF PEARLAND, TEXAS, a municipal corporation of the State of Texas (the"City"),
for value received, hereby promises to pay to the Registered Owner identified above or its registered
assigns, on March 1 of the year of maturity specified below(or so much thereof as shall not have been(paid
or deemed to have been paid upon prior redemption), upon presentation and surrender of this Certificate at
the office of BOKF, NA, Dallas, Texas, or its successor (the "Paying Agent/Registrar"), the principal
amount identified set forth in the following schedule
Year of
Maturity Principal , Interest
(03/01) Amount Rate
2025 $
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2642
2043
2044
2045
2046
2047
2048
2049
1
41183761v 1
IN WITNESS WHEREOF, the City has caused its corporate seal to be impressed or placed in
facsimile hereon and this Certificate to be signed by the Mayor or Mayor Pro Tern, countersigned by the
City Secretary, Deputy City Secretary or Interim City Secretary by their manual, lithographed or printed
facsimile signatures
CITY OF PEARLAND, TEXAS
2aM
(SEAL)
`. � l�P lEq �'�' COUNTERSIGNED
,!y
I° .. ,ik _ 1 0
�Ey l.E/®
,:...... ..orkr = City Secr taffy
%,''.. .�` ` * *
5
41183761v 1