HomeMy WebLinkAboutR2025-077 20250519RESOLUTION NO. R2025-77
A Resolution of the City Council of the City of Pearland, Texas,
authorizing the defeasance and redemption of certain of the City's
Certificates of Obligations Series 2020B and 2021B (TIRZ related
projects); and making certain findings and containing other provisions
related thereto.
WHEREAS, the City of Pearland, Texas (the "City') has duly issued and has outstanding
the following certificates of obligation that could potentially be defeased in whole or in part by
the City not later than the end of the City's fiscal year ending September 30, 2025h its
Certificates of Obligations, Series 2020E and Certificates of Obligations Series 2021B
(collectively, the "Outstanding Certificates') and
WHEREAS, the City Council of the City (the "City Council") desires to express its
present intent to defease up to approximately $12 635,000 in aggregate principal amount of
such Outstanding Certificates not later than the end of the City's fiscal year ending September
30, 2025, now therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. The City Council declares its present intent to defease up to
approximately $12,635,000 in aggregate principal amount of such Outstanding Certificates not
later than the end of the City's fiscal year ending September 30, 2025 The City Council hereby
directs the Director of Finance and the City Manager of the City to identify potential certificates
of the Outstanding Certificates recommended to be defeased as contemplated by this
Resolution. Notwithstanding the foregoing, the City Council reserves the right to not defease
any of the Outstanding Certificates upon a determination by the City Council that the funds of
the City intended for such purpose could be better utilized for (i) the payment of debt service on
any Outstanding Certificates general obligation bonds or certificates of obligation to be issued
or (ii) the reduction of future interest and sinking fund tax levies of the City.
Section 2. (a) The City Council hereby determines that the discharge and
defeasance of up to approximately $12,635,000 in aggregate principal amount of the
Outstanding Certificates may be effectuated in any legal manner including by cash defeasance
by the deposit of funds with the respective paying agent for the Outstanding Certificates and/or
pursuant to the terms and provisions of an Escrow Agreement to be entered into by and
between the City and BOKF, N.A or other such escrow agent as may be selected by the
Authorized Representative (as defined below). The Escrow Agreement shall be in a form similar
to such agreements previously utilized by the City for its bond refundings The Mayor, City
Manager, Deputy City Manager and the Director of Finance (each, an "Authorized
Representative") are each hereby authorized to execute and deliver the Escrow Agreement, for
and on behalf of the City and as the act and deed of this City Council; and such Escrow
Agreement as executed by said officials shall be deemed approved by the City Council and
constitute the Escrow Agreement herein approved.
(b) Furthermore, the Authorized Representative and Bond Counsel, in
cooperation with the Escrow Agent are hereby authorized and directed to make the necessary
arrangements for the deposit of cash and/or the purchase of any securities referenced in the
Escrow Agreement and the delivery thereof to the Escrow Agent funds to be deposited for the
credit of certain of the Outstanding Certificates (the "Escrow Fund"), including the execution of
3 8940096v.1
RESOLUTION NO. R2025-77
subscription forms or agreements, if any, for the purchase of eligible securities for investment of
amounts deposited to the Escrow Fund; all as contemplated and provided by the provisions of
Chapter 1207, as amended, Texas Government Code, this Resolution, and the Escrow
Agreement.
(c) The Authorized Representative is authorized to appoint a verification
agent (the "Verification Agent' ) to verity the sufficiency of the deposit to the Escrow Fund to
accomplish the defeasance of the Outstanding Certificates, to the extent such appointment is
necessary or desired and in the event of the establishment of a net defeasance escrow fund;
provided, however, that in the event of a gross defeasance of the Outstanding Certificates, the
sufficiency of the deposit to the Escrow Fund to accomplish such defeasance may be certified to
the City by the City's Financial Advisor or another qualified financial institution in lieu of
verification by the Verification Agent.
2. The Authorized Representative is to execute and deliver such agreements
certificates, notices, letters and other instruments as any such official shall deem necessary,
appropriate or convenient to effect the defeasance and redemption described herein and
otherwise give effect to the intent and purpose hereof.
2
RESOLUTION NO. R2025-77
PASSED AND APPROVED this 19th day of May, 2025.
ATTEST
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FRANCES AGUILAR, TRMC, MMC
CITY SECRETARY
(SEAL)
APPROVED AS TO FORM:
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DARRIN M. COKER
CITY ATTORNEY
VIN� LE
MAYOR
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RESOLUTION EXPRESSING INTENT TO
DEFEASE CERTAIN OF THE CITY'S OUTSTANDING OBLIGATIONS
STATF OF TEXAS
COUNTIES OF BRAZORIA, HARRIS, FORT BEND
CITY OF PEARLAND
WHEREAS, the City of Pearland, Texas (the "City") has duly issued and has outstanding
the following certificates of obligation that could potentially be defeased in whole or in part by the
City not later than the end of the City's fiscal year ending September 30, 2025: its Certificates of
Obligations, Series 2020B and Certificates of Obligations, Series 2021B (collectively, the
"Outstanding Certificates"); and
WHEREAS, the City Council of the City (the 'City Council") desires to express its present
intent to defease up to approximately $12,635,000 in aggregate principal amount of such
Outstanding Certificates not later than the end of the City's fiscal year ending September 30, 2025.
NOW, THEREFORE, BF IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
PEARLAND, TEXAS THAT:
Section 1. The City Council declares its present intent to defease up to approximately
$12,635,000 in aggregate principal amount of such Outstanding Certificates not later than the end
of the City's fiscal year ending September 30, 2025. The City Council hereby directs the Director
of Finance and the City Manager of the City to identify potential certificates of the Outstanding
Certificates recommended to be defeased as contemplated by this Resolution. Notwithstanding the
foregoing, the City Council reserves the right to not defease any of the Outstanding Certificates
upon a determination by the City Council that the funds of the City intended for such purpose
could be better utilized for (i) the payment of debt service on any Outstanding Certificates, general
obligation bonds or certificates of obligation to be issued or (ii) the reduction of future interest and
sinking fund tax levies of the City.
Section 2. (a) The City Council hereby determines that the discharge and defeasance
of up to approximately $12,635,000 in aggregate principal amount of the Outstanding Certificates
may be effectuated in any legal manner including by cash defeasance by the deposit of funds with
the respectiv e pa} ing agent for the Outstanding Certificates and/or pursuant to the terms and
provisions of an Escrow Agreement to be entered into by and between the City and BOKF, N.A
or other such escrow agent as may be selected by the Authorized Representative (as defined
below). The Escrow Agreement shall be in a form similar to such agreements previously utilized
by the City for its bond refundings. The Mayor, City Manager, Deputy City Manager and the
Director of Finance (each, an "Authorized Representative ) are each hereby authorized to execute
and deliver the Fscrow Agreement, for and on behalf of the City and as the act and deed. of this
City Council and such Fscrow Agreement as executed by said officials shall be deemed approN ed
by the City Council and constitute the Escrow Agreement herein approved.
(b) Furthermore, the Authorized Representative and Bond Counsel, in
cooperation with the Escrow Agent ate hereby authorized and directed to make the necessary
arrangements for the deposit of cash and/or the purchase of any securities referenced in the Escrow
38940096v.1
Agreement and the delivery thereof to the Escrow Agent funds to be deposited for the credit of
certain of the Outstanding Certificates (the "Fscrow Fund") including the execution of
subscription forms or agreements, if any, for the purchase of eligible securities for investment of
amounts deposited to the Escrow Fund; all as contemplated and provided by the provisions of
Chapter 1207, as amended, Texas Government Code, this Resolution, and the Escrow Agreement.
(c) The Authorized Representative is authorized to appoint a verification agent
(the "Verification Agent" ) to verity the sufficiency of the deposit to the Escrow Fund to
accomplish the defeasance of the Outstanding Certificates to the extent such appointment is
necessary or desired and in the event of the establishment of a net defeasance escrow fund;
provided, however that in the event of a gross defeasance of the Outstanding Certificates, the
sufficiency of the deposit to the Fscrow Fund to accomplish such defeasance may be certified to
the City by the City's Financial Advisor or another qualified financial institution in lieu of
verification by the Verification Agent.
2. The Authorized Representative is to execute and deliver such agreements,
certificates, notices, letters and other instruments as any such official shall deem necessary,
appropriate or convenient to effect the defeasance and redemption described herein and otherwise
give effect to the intent and purpose hereof.
PASSED AND APPROVED this 19th day of May, 2025.
ATTEST
FRANICES AGUILAR,
CITY SECRETARY
(SEAL)
OP
RMC, MMC
APPROVED AS TO FORM:
DARRIN M. COKER
CITY ATTORNEY
VIN COLE
AYOR
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