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Ord. 1639 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: 3 Kevin Cole Mayor Tony Carbone Mayor Pro Tern Joseph Koza Councilmember Mona Chavarria Councilmember Clint Byrom Councilmember Layni Cade Councilmember Chad Thumann Councilmember Rush' 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 2024C, 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 fdr 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 1 37110929v 1 SIGNED AND SEALED this August 12, 2024 -CailA 011( e---1. Y.,,.. a_ City Secretary Ma CITY OF PEARLAND, AS C Y OF PEARLAND, TEXAS (SEAL) 444000 0111lliffItf, 4 ' T*c \ , 1 , 2 37110929v 1 ORDINANCE NO 2024- ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF PEARLAND, TEXAS CERTIFICATES OF OBLIGATION, SERIES 2024C, 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 and improvements to the Green Tee Transite Pipe Water Line, (ii) construction, improvements and expansion to the Barry Rose Water Reclamation Facility in the City, (id)other construction, rehabilitation, repairs, improvements,additions and extensions to the City's water and sewer system, and(iv)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 2024C (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 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 37110929v 1 (0 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 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 "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 2024C, 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 2024C 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 "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 2 37110929v 1 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 2024C," 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 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 3 37110929v 1 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 (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 4 37110929v 1 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 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 5 37110929v 1 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(it)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 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 6 37110929v 1 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 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 7 37110929v 1 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 If, 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 Certificates, including any notice of redemption, or (iii)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, 8 37110929v 1 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 newnominee 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 9 37110929v 1 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 2024C 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. 10 37110929v 1 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 farm attached hereto as Exhibit B, the terms and provisions of which are hereby approved, and the Mayor or Mayor Pro Tern 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 11 37110929v 1 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 Tern, 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 12 37110929v 1 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. 13 37110929v 1 (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 (f) 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 o,,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 14 37110929v 1 (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 (I) 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 Tem, 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 15 37110929v 1 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 in 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 (in) 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(i) 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 Tem, 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 Tem 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 16 37110929v 1 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, (n) Non-payment related defaults, if material, 17 37110929v 1 (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 18 37110929v 1 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 Tern 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 Ma ATTEST (piy %%%%%%11111111ft City Seetary „420 cr 16- VO -r-n\ (SEAL) 010 ' Exhibit A— Form of Certificate "°``,� Exhibit B — Paying Agent/Registrar Agreement Exhibit C — Purchase Contract Signature Page to Ordinance No 2024- 37110929v 1 UNITED STATES OF AMERICA STATE OF TEXAS CITY OF PEARLAND, TEXAS CERTIFICATE OF OBLIGATION, SERIES 2024C NUMBER DENOMINATION I-1 $[ REGISTERED DATED DATE. SEPTEMBER 1, 2024 REGISTERED OWNER. PIPER SANDLER& CO PRINCIPAL AMOUNT [ ' 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 2042 2043 2044 2045 2046 2047 2048 2049 1 41176401v 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 Tem, countersigned by the City Secretary, Deputy City Secretary or Interim City Secretary by their manual, lithographed or printed facsimile signatures CITY OF PEARLAND, TEXAS 776Z— May (SEAL) ````, l�O�F„PF COUNTERSIGNED City S retary * * * 5 41176401v 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 $[ ] CITY OF PEARLAND, TEXAS CERTIFICATES OF OBLIGATION, SERIES 2024C, 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 and improvements to the Green Tee Transite Pipe Water Line, (ii) construction, improvements and expansion to the Barry Rose Water Reclamation Facility in the City; (iii) construction, rehabilitation, repairs, improvements, additions and extensions to the City's water and sewer system, and (iv) 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 Layni 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 (5) The Certificates are hereby sold and shall be delivered to the Purchaser 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$[ ]) 41175525v 1 (6) Except as described in the Official Statement, neither the revenues nor the properties of the System are in 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 2024A, 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 Crty'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 $[ ] which includes the Certificates. (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 - 2 - 41175525vI 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 $[ 1 (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 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 - 41175525vI SIGNED AND SEALED this , 2024 CITY OF PEARLAND, TEXAS ' a City S cretary, City of e land, Texas ..r City of Pearland, Texas (CITY SEAL) ,‘%%`%„ f%% ffff,,,,,,,,,,- /8, o ,,d n u 1 u,,,, • [Signature Page to General Certificate] 41175525v 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 2024C, 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 power§ 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] 41175069v 1 Lr WITNESS OUR HANDS AND THE SEAL OF THE CITY this Ihday of Alp 2024 SIGNATURES TITLE OF OFFICE J Mayor, City of Pearland, Texas 40,04?3,14 City Secretary, City of Pearland, Texas QVPRLA//6 ,,, AL �a 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 this0254 114 , 2024 if^ 4004 lot.ry Public T ped or Printed Name -aaa:s cche.� My Commission Expires Ytnarch II) (Notary Seal) 2o1ik9`� GLADIS SANCHEZ 4'i_ ID#130553701 My Commission Expires March 11,2028 [Signature Page to Signature Identification and No-Litigation Certificate] 41175069v 1 [ ], 2024 The Attorney General of Texas The Comptroller of Public Accounts Public Finance Section Public Finance Division William P Clements Building, 7t1'Floor 111 East 17t1' Street 300 West 15t1' Street Austin, Texas 78701 Austin, Texas 78701 Re City of Pearland, Texas Certificates of Obligation, Series 2024C (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 B Yr' Y• or - 1 - 41175069v 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 2024C (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 41137801v 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 2024C" 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 - 41137801vI 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 - 41137801v 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 - 41137801v 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 Bank shall 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 - 41137801v 1 i 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 - 41137801vI 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 - 41137801v 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, `discrumnate 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 (ni) 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 (n) 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 - 41137801v 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 - 41137801v 1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. CITY OF PEARLAND By' -��%C .)o ayor ADDRESS 3519 Liberty Drive Pearland, Texas 77581 ATTEST WC �� City ecretary FFFFFFFFF (SEAL) EPRLAA,: 'h ' �s [Signature Page to Paying Agent Agreement] 41137801v 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 Agreements (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 Issuer's Certificates of Obligation, Series 2024A, and Certificates of Obligation, Series 2024C (together, the "Obligations"), I,•the undersigned, Mayor, acting solely in my official capacity, hereby certify, as follows the representations, warranties, and covenants 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 Obligations or the Issuer Documents, (d) prohibit, restrain or enjoin the sale, issuance or delivery of the Obligations or the levy and collection of taxes pledged to the payment of principal of and interest on the Obligations pursuant to the Ordinances, 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 Obligations, or the pledge thereof; iii. all official action of the Issuer relating to the Official Statement, the Obligations and the Issuer Documents have been duly adopted 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 r 41166386v 1 to make the statements made therein, in the light of the circumstances under which they were made, not misleading; and 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 - 41166386v 1 EXECUTED ON BEHALF OF THE DISTRICT as of , 2024 CITY OF PEARLAND, TEXAS c..P' ayor [Signature Page to Closing Certificate] 41166386v 1