HomeMy WebLinkAboutOrd. 1647 20250609 CERTIFICATE FOR ORDINANCE
THE STATE OF TEXAS §
COUNTIES OF BR_t ZORIA. FORT BEND AND HARRIS §
CITY OF PEARLAND §
I, the undersigned officers of the City of Pearland, Texas (the City ), hereby
certify as follows
1 The City Council of the City convened in a regular meeting on June 9, 2025, at
the regular meeting place thereof, within the City and the roll was called of the duly constituted
officers and members of-the City Council_ to wit
Kevin Cole Mayor
Clint Byrom Mayor Pro Terri
Tony Carbone Councilmember
Joseph Roza Councilmember
Mona Chavarria Couricilmember
Layne Cade Councilmember
Rick Fernandez Councilmember
Rushi Patel Couricilmernber
and all of such persons were present thus constituting a quorum Whereupon, among other
business,the following was transacted at said meeting a written
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF PEAR-LAND,
TEXAS, PERMANENT IMPROVEMENT AND/OR REFUNDING BONDS 11•T
ONE OR MORE SERIES, SETTING CERTAIN PARAMETERS FOR THE
BONDS, AUTHORIZING A PRICING OFFICER TO APPROVE THE
AMOUNT THE INTEREST RATE, PRICE, AND TERMS THEREOF AND
CERTAIN OTHER PROCEDURES AND PROVISIONS RELATING
THERETO
(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 rt the adoption of the Ordinance, prevailed and carved by the
following vote
AYES -1 NAYS 50" ABSTENTIONS f�
2 That a true, full and correct copy of the Ordinance adopted at the meeting
described in the above and foregoing paragraph is attached to and follows this certificate, that the
Ordinance has been duly recorded in the City Council's minutes of such meeting, that the above
and foregoing paragraph is a true, full and correct excerpt from the City Council's minutes of
such meeting pertaining to the adoption of the Ordinance, that the persons named in the above
and foregoing paragraph are the duly chosen, qualified and acting officers and members of the
City Council as indicated therein, that each of the officers and members of the City Council was
duly and sufficiently notified officially and personally, in advance, of the date, hour place and
subject of the aforesaid meeting, and that the Ordinance would be introduced and considered for
adoption at such meeting, and each of such officers and members consented, in advance, to the
holding of such meeting for such purpose, that said meeting was open to the public and that
public notice of the date, hour, place and subject of such meeting was given as required by the
Open Meetings Law, Chapter 551, Texas Government Code
SIGNED AND SEALED this June 9 2025
City Sec etary
CITY 0 PEARLAND, 'EXAS OF PEARLAND, TEXAS
(SEAL)
44141111111111///
4111111`` ```
.JJJII i1/111
ORDINANCE NO.1647
An Ordinance of the City Council of the City of Pearland, Texas, authorizing
the issuance of City of Pearland, Texas, permanent improvement bonds in
one or more series, setting certain parameters for the bonds, authorizing a
pricing officer to approve the amount, the interest rate, price, and terms
thereof and certain other procedures and provisions relating thereto
WHEREAS, the City of Pearland, Texas (the "City"), acting through its City Council, is
authorized by Section 3 07 of its Home Rule Charter and the Constitution and laws of the State
of Texas, particularly Chapters 1331 of the Texas Government Code, as amended, to issue bonds
for the purpose of making needed public improvements,
WHEREAS, the issuance of certain bonds herein authorized was approved by the voters
of the City at an election held for such purpose on May 6, 2023 (the "2023 Election"), which was
called by the City Council pursuant to Resolution No R2023-42 adopted February 13, 2023, and
which authorized the issuance of (i) $105,500,000 of bonds for purchasing, acquiring, enlarging,
extending, equipping and constructing drainage improvements and facilities at various locations
within the City, Including acquiring lands and rights of-way for any such purposes, purchasing of
equipment and support facilities in connection with drainage improvements and facilities and
engineering and related studies in connection with drainage problems in the City ("Proposition
A"), (ii) $26,146 000 of bonds for purchasing and otherwise acquiring land for and constructing,
repairing and improving streets, bridges and sidewalks of the City purchasing of equipment and
support facilities in connection with street, bridge and sidewalk improvements, and engineering
and related studies in connection with street, bridge and sidewalk improvements in the City
("Proposition B"), (iii) $33,705,000 of bonds for purchasing, acquiring, constructing, repairing,
improving facilities and equipment for park and recreation purposes ("Proposition C"), and (iv)
$15,959 000 of bonds for constructing, repairing, and improving Fire Station No 7 and
engineering and related studies in connection with fire facilities and improvements ("Proposition
D"),
WHEREAS, the City Council canvassed the returns of the 2023 Election and by
Ordinance No R2023-125 adopted May 15, 2023 declared the results to be in favor of the
issuance of the Bonds,
WHEREAS, the City has now determined that it is necessary and advisable to authorize,
issue and deliver the second installment of such authorized bonds from the 2023 Election in an
aggregate principal amount not to exceed $9,930,000 for the purposes of funding the permanent
improvements described herein,
WHEREAS, the City Council is of the opinion and hereby affirmatively finds that it is in
the best interest of the City to issue such second installment of bonds from the 2023 Election in
the amounts and for the purposes herein stated,
WHEREAS, the City Council has heretofore issued or assumed the obligations described
in Exhibit A attached hereto and as more particularly described in an Officer's Pricing Certificate
(defined herein),
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WHEREAS, the City desires to refund part of said obligations in advance of their
maturities as determined pursuant to the parameters set forth herein (the "Refunded Bonds") for
the purpose of achieving debt service savings, and
WHEREAS Chapter 1207 Texas Government Code ("Chapter 1207"), authorizes the
City to issue refunding bonds for the purpose of refunding the Refunded Bonds in advance of
their maturities, and to accomplish such refunding by depositing directly with any paying agent
for the Refunded Bonds (or other qualified escrow agent), the proceeds of such refunding bonds,
together with other available funds, in an amount sufficient to provide for the payment or
redemption of the Refunded Bonds, and provides that such deposit shall constitute the making of
firm banking and financial arrangements for the discharge and final payment or redemption of
the Refunded Bonds, and
WHEREAS, the City desires to authorize the execution of an escrow agreement, if
necessary, and provide for the deposit of proceeds of the refunding bonds, together with other
lawfully available funds of the City, if needed, to pay the Refunded Bonds, and
WHEREAS, upon the issuance of the refunding bonds herein authorized and the deposit
of funds referred to above, the Refunded Bonds shall no longer be regarded as being outstanding,
except for the purpose of being paid pursuant to such deposit, and the pledges, liens, trusts and
all other covenants, provisions, terms and conditions of the orders authorizing the issuance of the
Refunded Bonds shall be, with respect to the Refunded Bonds, discharged, terminated and
defeased, and
WHEREAS, the City is a home-rule municipality that (i) adopted its charter under
Section 5, Article XI, Texas Constitution, (n) has a population of 50,000 or more, and (ni) has
outstanding long-term indebtedness that is rated by a nationally recognized rating agency for
municipal securities in one of the four highest rating categories for a long-term obligation and
thus the City qualifies as an "Issuer" under Chapter 1371, Texas Government Code ("Chapter
1371"), and
WHEREAS, Chapters 1207 and 1371 authorizes the City to delegate the authority to
effect the sale of the Bonds to a Pricing Officer, as defined herein. Now therefore
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF PEARLAND
1 Recitals, Consideration. It is hereby found and determined that the matters and
facts set out in the preamble to this Ordinance are true and correct.
2 Definitions Throughout this Ordinance the following terms and expressions as
used herein shall have the meanings set forth below.
"Blanket Issuer Letter of Representations" means the Blanket Issuer Letter of
Representations between the City the Registrar and DTC
"Bond Purchase Agreement" means an agreement between the City and the Underwriter
described in Section 23 of this Ordinance
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"Bonds" means the means one or more series of Bonds issued by the City of Pearland,
Texas authorized in this Ordinance, as designated in an Officer s Pricing Certificate.
"Business Day" means any day which is not a Saturday, Sunday, or a day on which the
Registrar is authorized by law or executive order to close, or a legal holiday
"City" means the City of Pearland, Texas.
"Closing Date"means the date of the initial delivery of and payment any series of Bonds
"Code" means the Internal Revenue Code of 1986 as amended.
"Comptroller" means the Comptroller of Public Accounts of the State of Texas
"Debt Service Fund" means the debt service fund for payment of the Bonds established
by the City in Section 20 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.
"Escrow Agent" shall be as set forth in the Officer's Pricing Certificate
"Escrow Agreement" means an agreement between the City and the Escrow Agent
relating to the escrow of funds to pay the Refunded Bonds.
"Initial Bond" means the Initial Bond authorized by Section 6(d)
"Interest Payment Date", when used in connection with any Bond, means shall mean the
date(s) determined by a Pricing Officer and set forth in the Officer s Pricing Certificate
"MSRB" means the Municipal Securities Rulemaking Board.
"Officer s Pricing Certificate" means a certificate signed by the Prrcrng Officer pursuant
to Section 5 hereof
"Ordinance" as used herein and in the Bonds means this ordinance authorizing the Bonds.
"Owner" means any person who shall be the registered owner of any outstanding Bond.
"Pricing Officer" means the Mayor, City Manager, Assistant City Manager, Deputy City
Manager Interim City Manager, the Director of Finance, Interim Chief Financial Officer or
Chief Financial Officer
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"Record Date" means, with respect to the Bonds, the close of business on the 15th
calendar day of the month preceding such Interest Payment Date or as otherwise set forth in the
Officer's Pricing Certificate
"Register" means the books of registration kept by the Registrar, in which are maintained
the names and addresses of, and the principal amounts of the Bonds registered to, each Owner
"Registrar" means I3OKF, N.A., and its successors in that capacity or as otherwise set
forth in the Officer's Pricing Certificate
"Report" means the report verifying the accuracy of certain mathematical computations
relating to the Bonds and the Refunded Bonds as further described in the Escrow Agreement
"Rule"means SEC Rule 15c2-12, as amended from time to time
"SEC" means the United States Securities and Exchange Commission.
"Underwriters" means the firms listed in the Officer s Pricing Certificate as the
underwriters or initial purchasers of the Bonds
3 Authorization. (A) The Bonds shall be issued in fully registered form in a
maximum principal amount, including any premium counted against voted authorization not to
exceed $9,930,000 for the public improvements as follows and the costs of issuance related
thereto from the 2023 Election $615,854 in bonds for Proposition A, (ii) $9,071,366 in bonds
for Proposition B, and (iri) $240,000 in bonds for Proposition D, and/or (B) the Bonds shall be
issued in fully registered form if certain savings thresholds are achieved, in an amount not to
exceed $70,535,000 for the purpose of refunding the Refunded Bonds under and in strict
conformity with the Constitution and laws of the State of Texas, particularly Chapter 1207 and
paying the costs of issuing the Bonds The Bonds may be issued in one or more
series/installments
4 Date, Denomination, Interest Rates, and Maturities. The Bonds shall be
designated as City of Pearland, Texas Permanent Improvement 1 and shall be dated the date set
forth in the Officer's Pricing Certificate, shall mature on March 1 in each of the years and in the
amounts set out in the Officer's Pricing Certificate shall be subject to prior optional and
mandatory redemption on the dates, for the redemption prices and in the amounts set out in the
Officer's Pricing Certificate and shall bear interest from their issuance date at the rates set forth
in the Officer's Pricing Certificate payable on each March 1 and September 1, or as otherwise set
forth in the Officer s Pricing Certificate, commencing on the date set forth in the Officer's
Pricing Certificate The Bonds may be transferred and exchanged as set out in this Ordinance
The Initial Bond shall be numbered I-1 and all other Bonds shall be numbered in sequence
beginning with R-1 Bonds delivered on transfer of or in exchange for other Bonds shall be
numbered in order of their authentication by the Registrar, shall be in the denomination of
$5,000 or integral multiples thereof(or as otherwise set forth in the Officer's Pricing Certificate),
Insert from Pricing Certificate
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and shall mature on the same date and bear interest on the same rate as the Bond or Bonds in lieu
of which they are delivered.
5 Selling and Delivering the Bonds As authorized by Section 1207 and 1371,
Texas Government Code as amended, the Pricing Officer is hereby authorized to act on behalf
of the City in selling and delivering the Bonds, in one or more series of bonds/installments, and
carrying out the other procedures specified in this Ordinance, including without limitation
determining the price at which the Bonds will be sold, the issuance date for the Bonds, the form
in which the Bonds shall be issued (whether as current interest bonds or as any combination of
current interest bonds and compound interest bonds), the years in which the Bonds will mature,
the principal amount to mature in each of such years, the rate of interest to be borne by each such
maturity, the dates, prices and teinis upon and at which the Bonds shall be subject to redemption
prior to maturity at the option of the City, as well as any mandatory redemption provisions for
the Bonds, the purchase of bond insurance, if any, and all other matters not expressly provided in
this Ordinance relating to the issuance, sale and delivery of the Bonds, and the refunding of the
Refunded Bonds, all of which shall be specified in the Officer's Pricing Certificate, provided
that.
(1) none of the Bonds shall bear interest at a rate in excess of the maximum rate
allowed by Chapter 1204, Texas Government Code, as amended, and
(n) the aggregate principal amounts of all series of the Bonds, plus any premium
charged against the voted authority may not exceed the maximum principal
amounts authorized in Section 3 hereof, and such amounts plus any net premium
from the sale of the Bonds and any available funds of the City must be sufficient
to provide amounts necessary to fund the costs and expenses of the projects set
forth in Section 3, the costs of refunding the Refunded Bonds and the costs of
issuance of the Bonds, including underwriters' discount.
(iii) the net present value savings in debt service resulting from any refunding of the
Refunded Bonds shall be at least 3% of the principal amount of the Refunded
Bonds, as shown by a table of calculations prepared by the City's financial
advisor and attached to the Officer's Pricing Certificate, and
(iv) no Bonds issued as refunding bonds shall mature later than the Refunded Bonds
that such Bonds were issued to refund.
6 Execution of Bonds, Seal (a) The Bonds shall be signed on behalf of the City by
the Mayor and countersigned by the City Secretary or the 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 Bonds shall have the same effect
as if each of the Bonds had been signed manually and in person by each of said Officer's, and
such facsimile seal on the Bonds shall have the same effect as if the official seal of the City had
been manually impressed upon each of the Bonds
(b) If any officer of the City whose manual or facsimile signature shall appear on the
Bonds shall cease to be such officer before the authentication of such Bonds or before the
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delivery of such Bonds, 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 Bond 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 Bond 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 Bond described above, the Initial Bond 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 Bond 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
(d) On the Closing Date the Initial Bond, being a single bond representing the entire
principal amount of the Bonds, payable in stated installments to the Underwriter or its designee,
executed by manual or facsimile signature of the Mayor and City Secretary or Deputy City
Secretary of the City, approved by the Attorney General, and registered and manually signed by
the Comptroller, shall be delivered to the Underwriter or its designee Upon payment for the
Initial Bond, the Registrar shall cancel the Initial Bond and deliver definitive Bonds to DTC
7 Payment of Principal and Interest The Registrar is hereby appointed as the
paying agent and registrar for the Bonds. The principal of the Bonds shall be payable, without
exchange or collection charges, in any coin or currency of the United States of America which,
on the date of payment, is legal tender for the payment of debts due the United States of
America, upon their presentation and surrender as they respectively become due and payable at
the principal payment office of the Registrar The interest on each Bond shall be payable on
each Interest Payment Date., by check mailed by the Registrar on or before the Interest Payment
Date to the Owner of record as of the Record Date
If the date for payment of the principal of or interest on any Bond is not a Business Day,
then the date for such payment shall be the next succeeding Business Day with the same force
and effect as if made on the date payment was originally due
8 Successor Registrars. The City covenants that at all times while any Bonds are
outstanding it will provide a commercial bank or trust company, organized under the laws of the
United States or any state, and duly qualified and legally authorized to serve as Registrar for the
Bonds The City reserves the right to change the Registrar on not less than 60 days written
notice to the Registrar so long as any such notice is effective not less than 60 days prior to the
next succeeding principal or interest payment date on the Bonds Promptly upon the
appointment of any successor Registrar, the previous Registrar shall deliver the Register or
copies thereof to the new Registrar, and the new Registrar shall notify each Owner, by United
States mail, first class postage prepaid, of such change and of the address of the new Registrar
Each Registrar hereunder, by acting in that capacity, shall be deemed to have agreed to the
provisions of this Section.
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9 Special Record Date If interest on any Bond is not paid on any Interest Payment
Date and continues unpaid for thirty (30) days thereafter, the Registrar shall establish a new
record date for the payment of such interest, to be known as a Special Record Date The
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 Owner of record as of the
close of business on the day prior to the mailing of such notice
10 Ownership Unclaimed Principal and Interest. The City, the Registrar and any
other person may treat the person in whose name any Bond is registered as the absolute owner of
such Bond for the purpose of making and receiving payment of the principal of or interest on
such Bond, and for all other purposes, whether or not such Bond is overdue, and neither the City
nor the Registrar shall be bound by any notice or knowledge to the contrary All payments made
to the person deemed to be the Owner of any Bond in accordance with this Section shall be valid
and effectual and shall discharge the liability of the City and the Registrar upon such Bond to the
extent of the sums paid.
Amounts held by the Registrar which represent principal of and interest on the Bonds
remaining unclaimed by the Owner after the expiration of three years from the date such
amounts have become due and payable shall be reported and disposed of by the Registrar in
accordance with the applicable provisions of Texas law including, to the extent applicable, Title
6 of the Texas Property Code, as amended.
11 Registration. Transfer, and Exchange So long as any Bonds remain outstanding,
the Registrar shall keep the Register at its principal payment office, and, subject to such
reasonable regulations as it may prescribe, the Registrar shall provide for the registration and
transfer of Bonds in accordance with the terms of this Ordinance
Each Bond shall be transferable only upon the presentation and surrender thereof at the
principal payment office of the Registrar duly endorsed for transfer, or accompanied by an
assignment duly executed by the registered Owner or his authorized representative in form
satisfactory to the Registrar Upon due presentation of any Bond for transfer, the Registrar shall
authenticate and deliver in exchange therefor, within three Business Days after such presentation,
a new Bond or Bonds 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 Bond or Bonds so presented.
All Bonds shall be exchangeable upon presentation and surrender thereof at the principal
payment office of the Registrar, for a Bond or Bonds of like maturity and interest rate and in any
authorized denomination, in an aggregate amount equal to the unpaid principal amount of the
Bond or Bonds presented for exchange The Registrar shall be and is hereby authorized to
authenticate and deliver exchange Bonds in accordance with the provisions of this Section. Each
Bond delivered in accordance with this Section shall be entitled to the benefits and security of
this Ordinance to the same extent as the Bond or Bonds in lieu of which such Bond is delivered.
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The City or the Registrar may require the Owner of any Bond 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 Bond. Any fee or charge of the Registrar for such transfer or exchange shall
be paid by the City
12 Mutilated. Lost, or Stolen Bonds Upon the presentation and surrender to the
Registrar of a mutilated Bond, the Registrar shall authenticate and deliver in exchange therefor a
replacement Bond of like maturity, interest rate, and principal amount, bearing a number not
contemporaneously outstanding If any Bond is lost, apparently destroyed, or wrongfully taken,
the City, pursuant to the applicable laws of the State of Texas and in the absence of notice or
knowledge that such Bond has been acquired by a bona fide purchaser, shall authorize and the
Registrar shall authenticate and deliver a replacement Bond of like maturity, interest rate and
principal amount, bearing a number not contemporaneously outstanding
The City or the Registrar may require the Owner of a mutilated Bond 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
Registrar The City or the Registrar may require the Owner of a lost, apparently destroyed or
wrongfully taken Bond, before any replacement Bond is issued, to
(i) furnish to the City and the Registrar satisfactory evidence of the ownership of and
the circumstances of the loss, destruction or theft of such Bond,
(n) furnish such security or indemnity as may be required by the Registrar and the
City to save them harmless,
(in) pay all expenses and charges in connection therewith, including, but not limited
to, printing costs, legal fees, fees of the Registrar and any tax or other
governmental charge that may be imposed, and
(iv) meet any other reasonable requirements of the City and the Registrar
If, after the delivery of such replacement Bond, a bona fide purchaser of the original Bond in lieu
of which such replacement Bond was issued presents for payment such original Bond, the City
and the Registrar shall be entitled to recover such replacement Bond 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 Registrar in connection therewith.
If any such mutilated, lost, apparently destroyed or wrongfully taken Bond has become or
is about to become due and payable, the City in its discretion may, instead of issuing a
replacement Bond, authorize the Registrar to pay such Bond.
Each replacement Bond delivered in accordance with this Section shall be entitled to the
benefits and security of this Ordinance to the same extent as the Bond or Bonds in lieu of which
such replacement Bond is delivered.
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13 Cancellation of Bonds All Bonds paid in accordance with this Ordinance, and all
Bonds in lieu of which exchange Bonds or replacement Bonds are authenticated and delivered in
accordance herewith, shall he canceled and destroyed upon the making of proper records
regarding such payment. The Registrar shall furnish the City with appropriate certificates of
destruction of such Bonds
14 Book-Entry Only System. (a) The Initial Bond shall be registered in the name of
the Underwriters Except as provided in Section 15 hereof, all other Bonds shall be registered in
the name of Cede & Co , as nominee of DTC
(b) With respect to Bonds 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 Bonds, 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 Bonds, (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 Bonds, including any notice of
redemption, or On) the payment to any DTC Participant or any other person, other than an
Owner, as shown on the Register, of any amount with respect to principal of, premium, if any, or
interest on the Bonds. 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 Bond
is registered in the Register as the absolute Owner of such Bond for the purpose of payment of
principal of and interest on the Bonds, for the purpose of giving notices of redemption and other
matters with respect to such Bond, for the purpose of registering transfer with respect to such
Bond, and for all other purposes whatsoever The Registrar shall pay all principal of, premium,
if any, and interest on the Bonds 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
Bonds to the extent of the sum or sums so paid. No person other than an Owner as shown in the
Register shall receive a Bond certificate evidencing the obligation of the City to make payments
of amounts due pursuant to this Ordinance Upon delivery by DTC to the Registrar of written
notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co ,
and subject to the provisions of this Ordinance with respect to interest checks being mailed to the
Owner of record as of the Record Date, the phrase "Cede & Co " in this Ordinance shall refer to
such new nominee of DTC;
15 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 Bonds
be able to obtain certificated Bonds, 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 Bonds to such successor securities depository or (n) notify
DTC and DTC Participants, as identified by DTC of the availability through DTC of Bonds and
transfer one or more separate Bonds to DTC Participants having Bonds credited to their DTC
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accounts, as identified by DTC In such event, the Bonds 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 Bonds shall designate, in accordance with the provisions of
this Ordinance
16 Payments to Cede & Co Notwithstanding any other provision of this Ordinance
to the contrary, so long as any Bonds 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 Bonds, and
all notices with respect to such Bonds, shall be made and given, respectively in the manner
provided in the Blanket Letter of Representations
17 Optional and/or Mandatory Redemption, Defeasance The Bonds are subject to
optional and/or mandatory redemption as set forth in the Form of Bond in this Ordinance and in
the Officer s Pricing Certificate
Unless otherwise set forth in the Officer's Pricing Certificate, the principal amounts may
be redeemed only in integral multiples of $5,000 If a Bond subject to redemption is in a
denomination larger than $5,000, a portion of such Bond may be redeemed, but only in integral
multiples of $5,000 Upon surrender of any Bond for redemption in part, the Registrar, in
accordance with Section 11 hereof, shall authenticate and deliver in exchange therefor a Bond or
Bonds of like maturity and interest rate in an aggregate principal amount equal to the
unredeemed portion of the Bond so surrendered.
Notice of any redemption identifying the Bonds to be redeemed in whole or in part shall
be given by the Registrar at least thirty days prior to the date fixed for redemption by sending
written notice by first class mail to the Owner of each Bond to be redeemed in whole or in part at
the address shown on the Register Such notices shall state the redemption date, the redemption
price, the place at which Bonds are to be surrendered for payment and, if less than all Bonds
outstanding of a particular maturity are to be redeemed, the numbers of the Bonds or portions
thereof of such maturity to be redeemed Any notice given as provided in this Section shall be
conclusively presumed to have been duly given, whether or not the Owner receives such notice
By the date fixed for redemption, due provision shall be made with the Registrar for payment of
the redemption price of the Bonds or portions thereof to be redeemed, plus accrued interest to the
date fixed for redemption. When Bonds have been called for redemption in whole or in part and
due provision has been made to redeem same as herein provided, the Bonds or portions thereof
so redeemed shall no longer be regarded as outstanding except for the purpose of receiving
payment solely from the funds so provided for redemption, and the rights of the Owners to
collect interest which would otherwise accrue after the redemption date on any Bond or portion
thereof called for redemption shall terminate on the date fixed for redemption.
The City reserves the right to give notice of its election or direction to optionally redeem
Bonds conditioned upon the occurrence of subsequent events Such notice may state (i)that the
redemption is conditioned upon the deposit of moneys and/or authorized securities, in an amount
equal to the amount necessary to effect the redemption, with the Paying Agent/Registrar or such
other entity as may be authorized by law no later than the redemption date or (ii)that the City
retains the right to rescind such notice at any time prior to the scheduled redemption date if the
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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 Bonds subject to conditional redemption where
redemption has been rescinded shall remain Outstanding
The Bonds may be discharged, defeased, redeemed or refunded in any manner now or
hereafter permitted by law, unless otherwise provided in the Officer s Pricing Certificate
18 Forms. The foini of the Bond, including the form of Registration Certificate of
the Comptroller, which shall be attached or affixed to the Initial Bond, the form of Assignment
and the form of the Registrar's Authentication Certificate, shall be, respectively, substantially as
follows, with such additions, deletions and variations as may be necessary to conform to the
terms specified in the Officer's Pricing Certificate
(a) Form of Bond.
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF BRAZORIA, FORT BEND AND HARRIS
REGISTERED REGISTERED
NUMBER DENOMINATION
CITY OF PEARLAND TEXAS
PERMANENT IMPROVEMENT 2
INTEREST RATE MATURITY DATE DATED DATE CUSIP
March 1 20 2
REGISTERED OWNER.
PRINCIPAL AMOUNT DOLLARS
The City of Pearland, Texas (the "City") promises to pay to the registered owner
identified above or registered assigns, on the maturity date specified above, upon presentation
and surrender of this Bond at the principal payment office of BOKF N.A. (the "Registrar"), the
principal amount identified above, payable in any coin or currency of the United States of
America which on the date of payment is legal tender for the payment of debts due the United
States of America, and to pay interest thereon at the rate shown above, calculated on the basis of
Insert from Officers Pricing Certificate
- 14 -
a 360-day year of twelve 30-day months, from 2 , or the most recent interest payment date to
which interest has been paid or duly provided for Interest on this Bond is payable by check on
March 1 and September 1 beginning on 2 , mailed to the registered owner of record as of the
close of business on the 15th day of the month preceding each interest payment date
TIIIS BOND is one of a duly authorized issue of Bonds, aggregating $ (the
"Bonds") issued for purposes (A) authorized by the election held within the City on May 6
2023, as set forth in the Ordinance (defined below) under and in strict conformity with the
Constitution and laws of the State of Texas. particularly Chapters 1331 and 1371 Texas
Government Code, as amended, and pursuant to an ordinance adopted by the City Council on
June 9, 2025 (the "Ordinance"), which Ordinance is of record in the official minutes of the City
[and/or] (B) of refunding a portion of the City's outstanding obligations, under and in strict
conformity with the Constitution and laws of the State of Texas, particularly Chapters 1207 and
1371, Texas Government Code, as amended, and pursuant to the Ordinance
THE CITY RESERVES THE RIGHT, at its option, to redeem Bonds maturing on and
after March 1, 20 3 , in whole or from time to time in part, in integral multiples of $5,000, on
March 1, 20 a , or any date thereafter at par plus accrued interest on the principal amounts called
for redemption to the date fixed for redemption. If less than all the Bonds are to be redeemed,
the City shall select the Bonds to be redeemed.
[If applicable, mandatory redemption language]
NOTICE OF ANY REDEMPTION shall be given by the Registrar at least thirty
(30) days prior to the date fixed for redemption by first class mail, addressed to the registered
owners of each Bond to he redeemed in whole or in part at the address shown on the books of
registration kept by the Registrar When Bonds or portions thereof have been called for
redemption, and due provision has been made to redeem the same, the principal amounts so
redeemed shall be payable solely from the funds provided for redemption, and interest which
would otherwise accrue on the amounts called for redemption shall terminate on the date fixed
for redemption.
THIS BOND IS TRANSFERABLE only upon presentation and surrender at the principal
payment office of the Registrar, duly endorsed for transfer or accompanied by an assignment
duly executed by the registered owner or his authorized representative, subject to the terms and
conditions of the Ordinance
THE BONDS ARE EXCHANGEABLE at the principal payment office of the Registrar,
for Bonds in the principal amount of$5,000 or any integral multiple thereof, subject to the terms
and conditions of the Ordinance
THIS BOND shall not be valid or obligatory for any purpose or be entitled to any benefit
under the Ordinance unless this Bond is either (i) registered by the Comptroller of Public
Accounts of the State of Texas by registration certificate attached or affixed hereto or
Insert from Officers Pricing Certificate.
Insert from Officers Pricing Certificate
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(ii) authenticated by the Registrar by due execution of the authentication certificate endorsed
hereon.
THE REGISTERED OWNER of this Bond, by acceptance hereof, acknowledges and
agrees to be bound by all the terms and conditions of the Ordinance
THE CITY has covenanted in the Ordinance that it will at all times provide a legally
qualified registrar for the Bonds and will cause notice of any change of registrar to be mailed to
each registered owner
IT IS HEREBY certified, recited and covenanted that this Bond has been duly and validly
issued and delivered, that all acts, conditions and things required or proper to be performed, to
exist and to be done precedent to or in the issuance and delivery of this Bond have been
performed, exist and have been done in accordance with law; and that annual ad valorem taxes,
within the limits prescribed by law, sufficient to provide for the payment of the interest on and
principal of this Bond, as such interest comes due and such principal matures, have been levied
and ordered to be levied against all taxable property in the City, and have been pledged
irrevocably for such payment
IN WITNESS WHEREOF, this Bond has been signed with the manual or facsimile
signature of the Mayor and countersigned with the manual or facsimile signature of the City
Secretary or the Deputy City Secretary, and the official seal of the City has been duly impressed,
or placed in facsimile, on this Bond.
" CITY OI PEARLAND,
(AUTHENTICATION ,�'F P _.. TEXAS
CERTIFICATE) O
" z
City Secretary
(b) Form of Registration Certificate of Comptroller of Public Accounts
COMPTROLLER'S REGISTRATION CERTIFICATE REGISTER NO
I hereby certify that this Bond has been examined, certified as to validity and approved
by the Attorney General of the State of Texas, and that this Bond has been registered by the
Comptroller of Public Accounts of the State of Texas
WITNESS MY SIGNATURE AND SEAL this
Comptroller of Public Accounts
of the State of Texas
(SEAL)
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(c) Form of Registrar s Authentication Certificate
AUTHENTICATION CERTIFICATE
It is hereby certified that this Bond has been delivered pursuant to the Bond Ordinance
described in the text of this Bond.
BOKF, N.A.
As Paying Agent/Registrar
By
Authorized Signature
Date of Authentication
(d) Form of Assigmnent.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns, and transfers unto
(Please print or type name, address, and zip code of Transferee)
(Please insert Social Security or Taxpayer Identification Number of Transferee)
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer said Bond on the books kept for registration thereof, with full power of
substitution in the premises
DATED
Signature Guaranteed
Registered Owner
NOTICE The signature above must
correspond to the name of the registered owner
_ as shown on the face of this Bond in every
NOTICE Signature must be guaranteed by a particular, without any alteration, enlargement
member firm of the New York Stock Exchange or change whatsoever
or a commercial bank or trust company
(e) The Initial Bond shall be in the form set forth in paragraphs (a), (b) and (d) of this
Section, except for the following alterations
(1) immediately under the name of the Bond, the headings "INTEREST RATE" and
"MATURITY DATE" shall both be completed with the words "As Shown
Below" and the word"CUSIP" deleted,
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(n) in the first paragraph of the Bond, the words "on the maturity date specified
above" and "at the rate shown above" shall be deleted and the following shall be
inserted at the end of the first sentence " , with such principal to be paid in
installments on March 1 in each of the years and in the principal amounts
identified in the following schedule and with such installments bearing interest at
the per annum rates set forth in the following schedule
Year of
Maturity Princinal Interest
(03/01) Amount Rate
[Information to be inserted from the Officer s Pricing Certificate]
(iii) the Initial Bond shall be numbered I-1
19 CUSIP Numbers CUSIP Numbers may be printed on the Bonds, but errors or
omissions in the printing of such numbers shall have no effect on the validity of the Bonds
20 Debt Service Fund, Tax Levy There is hereby established a separate fund of the
City to be known as the City of Pearland, Texas, Permanent Improvement 5 _Debt Service
Fund (the "Debt Service Fund"), which shall be kept separate and apart from all other funds of
the City The proceeds from all taxes levied, assessed and collected for and on account of the
Bonds authorized by this Ordinance shall be deposited, as collected, in the Debt Service Fund.
While the Bonds or any part of the principal thereof or interest thereon remain outstanding and
unpaid, there is hereby levied and there shall be annually assessed and collected in due time,
form and manner, and at the same time as other City taxes are assessed, levied and collected, in
each year, a continuing direct annual ad valorem tax, within the limits prescribed by law, upon
all taxable property in the City sufficient to pay the current interest on the Bonds as the same
becomes due and to provide and maintain a debt service fund of not less than two percent of the
principal amount of the Bonds or the amount required to pay each installment of principal of the
Bonds as the same matures, whichever is greater, full allowance being made for delinquencies
and costs of collection, and said taxes are hereby irrevocably pledged to the payment of the
interest on and principal of the Bonds and to no other purpose
To pay the debt service coming due on the Bonds prior to receipt of the taxes levied to
pay such debt service, there is hereby appropriated from current funds on hand, which are hereby
certified to be on hand and available for such purpose, an amount sufficient to pay such debt
service and such amount shall be used for no other purpose
21 Application of Chapter 1208, Government Code Chapter 1208, Government
Code, applies to the issuance of the Bonds and the pledge of the taxes granted by the City under
Section 20 of this Ordinance, and such pledge is therefore valid, effective and perfected. If
Texas law is amended at any time while the Bonds are outstanding an unpaid such that the
pledge of the taxes granted by the City under Section 20 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 Bonds the perfection of the security interest in said pledge, the City
Insert from Officers Pricing Certificate
- 18 -
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
22 Further Proceedings After the Initial Bond has been executed, it shall be the duty
of the Mayor and other appropriate officials and agents of the City to deliver the Initial Bond and
all pertinent records and proceedings to the Attorney General of the State of Texas, for
examination and approval After the Initial Bond has been approved by the Attorney General, it
shall be delivered to the Comptroller for registration Upon registration of the Initial Bond, the
Comptroller (or the Comptroller's bond clerk or an assistant bond clerk lawfully designated in
writing to act for the Comptroller) shall manually sign the Comptroller's Registration Certificate
prescribed herein and the seal of said Comptroller shall be impressed, or placed in facsimile,
thereon.
23 Sale, Bond Purchase Agreement. The Bonds shall be sold and delivered to the
Underwriters, who shall be designated in the Pricing Officer s Certificate, at the price set forth in
the Pricing Officer s Certificate and in accordance with the terms of the Bond Purchase
Agreement which the Pricing Officer is hereby authorized and directed to execute on behalf of
the City The Pricing Officer and all other officers, agents and representatives 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 Bonds. The Pricing Officer is hereby
authorized and directed to execute the Bond Purchase Agreement on behalf of the City, and the
Mayor, City Manager Deputy City Manager, Assistant City Manager, Director of Finance
Interim Chief Financial Officer, Chief Financial Officer and all other officers, agents and
representatives 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 Bonds
In the event the Bond Purchase Agreement shall not be executed by the one year anniversary of
the date of this Ordinance (the `Expiration Date"), the delegation to the Pricing Officer pursuant
to this Ordinance shall cease to be effective unless the City shall act to extend such delegation.
Bonds sold pursuant to a Bond Purchase Agreement or winning bid form executed on or before
the Expiration Date may be delivered after such date
24 Federal Income Tax Exclusion.
The City intends that the interest on the Bonds 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
regulations (the Regulations ') and procedures promulgated thereunder and applicable to the
Bonds. 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 of
the Bonds or any other amounts (or any property the acquisition, construction or improvement of
which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Bonds) in
a manner which, if made or omitted, respectively, would cause the interest on any Bond 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
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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 Bond, 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 Bonds,
(i) exclusively own, operate, and possess all property the acquisition,
construction, or improvement of which is to be financed or refinanced directly or
indirectly with Gross Proceeds of the Bonds 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 earned 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
(n) or not directly or indirectly impose or accept any charge or other payment for
use of Gross Proceeds of the Bonds or any property the acquisition, construction
or improvement of which is to be financed or refinanced directly or indirectly
with such Gross Proceeds other than taxes of general application and interest
earned on investments acquired with such Gross Proceeds pending application for
their intended purposes
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 Bonds 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 of the Bonds, (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. The City will not directly or indirectly take any action, or omit to take any
action, which action or omission would cause the Bonds to constitute "private activity bonds"
within the meaning of Section 141(a) of the Code
e Based upon all facts and estimates now known or reasonably expected to
be in existence on the date of issuance of the Bonds, the City reasonably expects that the
proceeds of the Bonds will not be used in a manner that would cause the Bonds or any portion
thereof to be an "arbitrage bond" within the meaning of Section 148 of the Code
f At all times while the Bonds are outstanding, the City will identify and
properly account for all amounts constituting Gross Proceeds of the Bonds in accordance with
the Regulations The City will monitor the yield on the investments of the proceeds of the Bonds
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 Bonds. To the extent
necessary to prevent the Bonds from constituting "arbitrage bonds." the City will make such
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payments as are necessary to cause the yield on all yield restricted nonpurpose investments
allocable to the Bonds to be less than the yield that is materially higher than the yield on the
Bonds
g The City will not take any action or knowingly omit to take any action
that, if taken or omitted, would cause the Bonds 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 the "new money portion" of the Bonds will be invested rn nonpurpose investments (as defined
in Section 148(f)(6)(A) of the Code) having a substantially guaranteed yield for four (4) years or
more within the meaning of Section 149(g)(3)(A)(n) of the Code, and the City reasonably
expects that at least eighty-five percent (85%) of the spendable proceeds of the "new money
portion" of the Bonds will be used to carry out the governmental purpose of the Bonds within the
three (3) year period beginning on the date of issue of the Bonds
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 Bonds, 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 Bonds 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 Bond is discharged, (ii) account for all Gross
Proceeds of the Bonds 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 of the Bonds, (ui) 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 Bonds 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, interest thereon and any penalty
The City will not directly or 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 Bonds that might result in a reduction in the amount required to be paid to the
federal government because such arrangement results in a 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
Bonds not been relevant to either party
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 Bonds on such form and in such place as the Secretary may prescribe
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1 The City will not issue or use the Bonds as part of an "abusive arbitrage
device" (as defined in Section 1 148-10(a) of the Regulations) Without limiting the foregoing,
the Bonds 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
Bonds are hereby directed to make, execute and deliver certifications as to facts, estimates or
circumstances in existence as of the date of issuance of the Bonds and stating whether there are
facts, estimates or circumstances that would materially change the City's expectations On or
after the date of issuance of the Bonds, 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 Bond holders and any subsequent Bond holder and may be relied upon by the
Bond holders and any subsequent Bond holder and bond counsel to the City
o 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 Bonds to be includable in gross income for federal income tax
purposes under existing law
p Notwithstanding any other provision of this Ordinance, the City's
representations and obligations under the covenants and provisions of this Section shall survive
the defeasance and discharge of the Bonds for as long as such matters are relevant to the
exclusion of interest on the Bonds from the gross income of the owners for federal income tax
purposes
25 Use of Proceeds. Proceeds from the sale of the Bonds shall, promptly upon
receipt by the City, be applied as follows
(a) Accrued interest (if any) in the amount of$ 6 and, if necessary, net premium on
the Bonds in the amount of$ 7 , shall be deposited into the Debt Service Fund.
(b) Premium in the amount of$ 8 shall be used to pay the underwriter s discount.
(c) Net premium in the amount of$ 9 _ shall be used to pay the costs of issuance
(d) Bond proceeds in the amount of $ 10 shall be used for the purposes
described in Section 3A.
6 Insert from Officer s Pricing Certificate
Insert from Officer's Pricing Certificate
s Insert from Officer's Pricing Certificate
Insert from Officer s Pricing Certificate
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(e) Bond proceeds in the amount of $ and if necessary other
available funds from the City in the amount of$ 12 shall be applied establish an
escrow fund/or deposit with the paying agent to refund the Refunded Bonds, as more fully
provided in the Ordinance, and, to the extent not otherwise provided for, to pay all expenses
arising in connection with the issuance of the Bonds, the establishment of such escrow fund and
the refunding of the Refunded Bonds
(f) Any proceeds of the Bonds remaining after making all such deposits and
payments shall be deposited into the Debt Service Fund.
26 Escrow Agreement/Deposit with Paying Agent for Refunded Bonds If refunding
bonds are issued, the discharge and defeasance of the Refunded Bonds may be effectuated
pursuant to the terms and provisions of an Escrow Agreement (or other such deposit agreement)
to be entered into by and between the City and the Escrow Agent or pursuant to a deposit of
funds with the paying agent for the Refunded Bonds The terms and provisions of an Escrow
Agreement or other deposit agreement, if needed, are hereby approved, subject to such
insertions, additions and modifications as shall be necessary to carry out the terms of this
Ordinance and the Pricing Certificate The mathematical accuracy of the terms of the refunding
shall be certified in the Report or by a certificate of sufficiency of deposit executed by the City s
financial advisor or the paying agent for the Refunded Bonds The Mayor or Pricing Officer is
hereby authorized to execute and deliver such Escrow Agreement or other such deposit
agreement on behalf of the City in multiple counterparts and the City Secretary or the Assistant
Secretary is hereby authorized to attest thereto and affix the City's seal
27 Purchase of Escrowed Securities. If the Escrow Agreement is utilized, to assure
the purchase of the Escrowed Securities referred to in the Escrow Agreement, if required, a
Pricing Officer is hereby authorized to subscribe for, agree to purchase and purchase obligations
which are authorized investments for escrow accounts pursuant to Section 1207 062, Texas
Government Code in such amounts and maturities and bearing interest at such rates as may be
provided for in the Report to be attached to the Escrow Agreement, and to execute any and all
subscriptions, agreements, commitments, letters of authorization and other documents necessary
to effectuate the foregoing Any actions heretofore taken for such purpose are hereby ratified and
approved.
28 Redemption Prior to Maturity of Refunded Bonds. If refunding bonds are issued,
the City has irrevocably exercised its option to call the bonds or other obligations of the City for
redemption prior to maturity on the dates and at the prices shown in the Officer's Pricing
Certificate, and authorized and directed notice of such redemption to be given in accordance with
the orders authorizing the issuance of such bonds.
29 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 Unless provided for in the Pricing Certificate, the
10 Insert from Officer's Pricing Certificate
11 Insert from Officer's Pricing Certificate
12 Insert from Officer's Pricing Certificate
- 23 -
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 authorized by
Section 33 of this Ordinance under Tables 1-3 and 5-13 and in APPENDIX `B" or as otherwise
set forth in the Officer s Pricing Certificate 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 Bonds
(i) Principal and interest payment delinquencies,
(11) Non-payment related defaults, if material,
(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 Bonds, or other material events affecting the tax status of the Bonds
(vii) Modifications to rights of holders of the Bonds, if material,
(vin) Bond calls, if material, and tender offers,
(ix) Defeasances,
(x) Release, substitution, or sale of property securing repayment of the Bonds, if
material,
- 24 -
(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 immediate 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 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 Pricing Officer is 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 Pricing Officer 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 perfotin the covenants specified in this Section for so long as, but only for so long
- 25 -
as, the City remains an "obligated person" with respect to the Bonds 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 Bonds no longer to be outstanding
The provisions of this Section are for the sole benefit of the holders and the beneficial
owners of the Bonds, 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 Bonds at any future date
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY BOND 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 I TS 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 Ordinance for purposes of any other provision of this
Ordinance
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 Bonds 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, as well as such changed
circumstances, and (2) either (a) the holders of a majority in aggregate amount of the outstanding
Bonds 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 Bonds 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 Bonds in the primary offering of the
Bonds If any such amendment is made the City will include in its next annual update an
- 26 -
explanation in narrative form of the reasons for the change and its impact on the type of
operating data or financial information being provided.
30 Related Matters To satisfy in a timely manner all of the City's obligations under
this Ordinance and the Bond Purchase Agreement, the Mayor or Mayor Pro Tem, the City
Secretary or Deputy City Secretary, the City Manager, Deputy City Manager, Chief Financial
Officer and all other appropriate officers and agents of the City are hereby authorized and
directed to take all other actions that are reasonably necessary to provide for the issuance of the
Bonds, including, without limitation, executing and delivering on behalf of the City all
certificates, consents, receipts, requests, and other documents as may be reasonably necessary to
satisfy the City's obligations under the Escrow Agreement, Bond Purchase Agreement and this
Ordinance and to direct the application of funds of the City consistent with the provisions of this
Ordinance
31 Power to Revise Form of Documents Notwithstanding any other provision of
this the Pricing Officer is hereby authorized to make or approve such revisions, additions,
deletions, and variations to this Ordinance and in the foul' of the documents attached hereto as
exhibits as, in the judgment of the Pricing Officer, and in the opinion of Bond Counsel to the
City may be necessary or convenient to carry out or assist in carrying out the purposes of this
Ordinance, the Preliminary Official Statement, the final Official Statement, or as may be
required for approval of the Bonds 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 Bonds or such documents shall be subject to the prior approval of the Board.
32 Amendments The City may amend this Ordinance without the consent of or
notice to any Owner in any manner not detrimental to the interests of the Owners, including the
curing of any ambiguity, inconsistency, or foinial defect or omission therein. In addition, the
City may with the written consent of the holders of a majority of the aggregate principal amount
of the Bonds then outstanding affected thereby, amend, add to, or rescind any of the provisions
of the Ordinance, except that, without the consent of the Owners of the Bonds affected, no such
amendment, addition or rescission may (i) make any change in the maturity of any of the
outstanding Bonds, (ii) reduce the rate of interest borne by any of the outstanding Bonds,
(iii) reduce the amount of the principal of or redemption premium, if any, payable on any
outstanding Bonds, (iv) modify the terms of payment of principal or of interest or redemption
premium on outstanding Bonds or any of them or impose any condition with respect to such
payment, or (v) change the minimum percentage of the principal amount of the Bonds necessary
for consent to such amendment
33 Official Statement. The City Council hereby approves the foiin and content of the
Preliminary Official Statement prepared for the initial offering and sale of the Bonds and hereby
authorizes the preparation of a final Official Statement reflecting the terms of the Bond Purchase
Agreement and other relevant matters. The use of such Official Statement in the reoffering of
the Bonds by the Underwriter is hereby approved and authorized.
34 Registrar The form of agreement setting forth the duties of the Registrar is
hereby approved, and the appropriate officials of the City are hereby authorized to execute such
agreement for and on behalf of the City
- 27 -
35 No Personal Liability No recourse shall be had for payment of the principal of or
interest on any Bonds or for any claim based thereon, or on this Ordinance, against any official
or employee of the City or any person executing any Bonds
36 Open Meeting The meeting at which this Ordinance is adopted was open to the
public in compliance with the advisory issued by the Office of the Governor, and public notice of
the time place and purpose of said meeting was given, all as required by the Texas Open
Meetings Act, and such notice as given is hereby authorized, approved, adopted and ratified.
PASSED and APPROVED ON FIRST READING this the 9th day f ay A. D , 2025
J COLE
AYOR
ATTEST ,
I�,/� `\\` PEAR( '''O
FRAN ES AGUILA , MC, MMC U'• `,4 x
CITY SECRETARY = `//7'�
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PASSED and APPROVED ON SECOND AND FINAL READING this the 9th day of
June, A. D , 2025
J. IN COLE
YOR
ATTEST
1 so Eif
P ARLN ''
FRA CES AGUILA C MMC O� • :
CITY SECRETARY =1—r "
fEit 4,4111, 1r)1,
AP VED AS TO FORM a/ ' N • C-Cf---------
�\
DARRIN M COKER
CITY ATTORNEY
- 28 -
EXHIBIT A
ALL THE CITY'S OUTSTANDING GENERAL OBLIGATION DEBT
Permanent Improvement Bonds, Series 2013
Certificates of Obligation, Series 2013
Permanent Improvement and Refunding Bonds, Series 2014
Certificates of Obligation, Series 2014
Permanent Improvement Refunding Bonds, Series 2015
Permanent Improvement Bonds, Series 2015
Certificates of Obligation, Series 2015
Permanent Improvement Refunding Bonds, Series 2015-A
Unlimited Tax Bonds, Series 2015 (Brazona Co MUD #16)
Unlimited Tax Refunding Bonds, Series 2015 (Brazona Co MUD #16)
Certificates of Obligation, Series 2016
Peiinanent Improvement and Refunding Bonds, Series 2016A
Permanent Improvement Refunding Bonds, Series 2016B
Unlimited Tax Bonds, Series 2016 (Brazona Co MUD #16)
Permanent Improvement and Refunding Bonds, Series 2017
Certificates of Obligation Series 2017
Permanent Improvement Bonds, Series 2018
Certificates of Obligation, Series 2018
Unlimited Tax Bonds, Series 2018 (Brazona Co MUD #16)
Permanent Improvement and Refunding Bonds, Series 2019
Unlimited Tax Refunding Bonds, Series 2019 (Brazona Co MUD #16)
- 29 -
Certificates of Obligation, Series 2019A
Permanent Improvement Bonds, Series 2020
Permanent Improvement Refunding Bonds, Series 2020
Certificates of Obligation, Series 2020A
Certificates of Obligation, Series 2020B
Permanent Improvement Bonds, Series 2021
Certificates of Obligation, Series 2021A
Certificate of Obligation, Series 2021B
Permanent Improvement Bonds, Series 2022
Permanent Improvement Refunding Bonds, Series 2022
Certificates of Obligation, Series 2022A
Certificates of Obligation, Series 2022B
Certificates of Obligation, Series 2022C
Permanent Improvement Bonds, Series 2023
Certificates of Obligation, Series 2023A
Certificates of Obligation, Series 2023B
Certificates of Obligation, Series 2023C
Permanent Improvement Bonds, Series 2024
Certificates of Obligation, Series 2024A
Certificates of Obligation, Series 2024C
- 30 -
PAYING AGENT/REGISTRAR AGREEMENT
THIS PAYING AGENT/REGISTRAR AGREEMENT dated as of August 1 2025
(together with any amendments of supplements hereto, the `Agreement") is entered into by and
between the CITY OF PEARLAND, TEXAS (the "Issuer"), and BOKF NA, Dallas, Texas, as
paying agent/registrar (together with any successor in such capacity, the "Bank").
WITNESSETH:
WHEREAS, the Issuer has duly authorized and provided for the issuance of its City of
Pearland, Texas Permanent Improvement and Refunding Bonds, Series 2025 (the "Bonds");
WHEREAS, all things necessary to make the Bonds (as defined herein) the valid Bonds of
the Issuer, in accordance with their terms, will be done upon the issuance and delivery thereof;
WHEREAS, the Issuer and the Bank wish to provide the terms under which the Bank will
act as Paying Agent to pay the principal of, redemption premium, if any, and interest on the Bonds,
in accordance with the terms thereof, and under which the Bank will act as Registrar for the Bonds;
and
WHEREAS, the Issuer and the Bank have duly authorized the execution and delivery of
this Agreement; and all things necessary to make this Agreement the valid agreement of the parties,
in accordance with its terms, have been done.
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS
PAYING AGENT AND REGISTRAR
Section 1.01 Appointment.
The Issuer hereby appoints the Bank to act as Paying Agent with respect to the Bonds, to
pay to the Registeied Owners of the Bonds, in accordance with the terms and provisions of this
Agreement and the Ordinance, the principal of, redemption premium, if any, and interest on all .or
any of the Bonds
The Issuer hereby appoints the Bank as Registrar with respect to the Bonds.
The Bank hereby accepts its appointment, and agrees to act as Paying Agent and Registrar
with respect to the Bonds.
Section 1.02 Compensation.
In consideration of the deposits of funds required to be made with the Bank by the Issuer
pursuant to the provisions of the Ordinance, the Bank shall be paid the fees set forth in the Bank's
45105858v.2
fee schedule attached as Fxhibit A hereto and agrees to abide by and accept the terms hereof and
of the Ordinance relating to the duties of the Paying Agent/Registrar.
ARTICLE TWO
DEFINITIONS
Section 2.01 Definitions.
For all purposes of this Agreement, except as otherwise expressly provided or unless the
context otherwise requires•
"Bank" means BOKF, NA, Dallas, Texas.
"Bond" or "Bonds" means any one or all of the "City of Pearland, Texas Permanent
Improvement and Refunding Bonds, Series 2025" authorized by the Ordinance.
"Issuer" means the City of Pearland, Texas.
"Ordinance" means the ordinance authorizing issuance of the Bonds of the Issuer approved
by its City Council on June 9, 2025.
"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 Ownei" means the Person in whose name any Obligation is registered in the
books of registration maintained by the Bank under this Agreement.
All other capitalized terms shall have the meanings assigned to them in the Ordinance.
ARTICLE THREE
DUTIES OF THE BANK
Section 3.01 Initial Delivery of the Bonds.
The Bonds will be initially registered and delivered by the Bank to the purchasers
designated by the Issuer as set forth in the Ordinance. If a purchaser delivers a written request to
the Bank not later than five business days prior to the date of initial delivery the Banlc will on the
date of initial delivery, exchange the Bonds initially delivered for Bonds of authorized
denominations, registered in accordance with the instructions in such request and the appropriate
Ordinance.
2
45105858v.1
Section 3.02 Duties of Paying Agent.
As Paying Agent the Bank shall, provided adequate funds have been provided to it for
such purpose by or on behalf of the Issuer, timely pay on behalf of the Issuer the principal of and
interest on each Obligation in accordance with the provisions of the appropriate Ordinance.
If the Bonds are to be Depository Trust Company (DTC) eligible, the Bank will comply
with all eligibility requirements as outlined and agreed upon in the eligibility questionnaire.
Section 3.03 Duties of Registrar.
The Bank shall provide for the timely exchange, replacement and registration of transfer
of the Bonds in accordance with the provisions of the Ordinance. Any changes to Registered
Owners for such exchange, replacement and registration shall be made by the Bank only in
accordance with the Ordinance. The Bank will maintain the books of registration in accordance
with the Bank's general practices and procedures in effect from time to time.
The books of registration may be maintained in written form or in any other form capable
of being converted into wiitten form within a seasonable time.
The Bank shall keep and maintain a current copy of the books of registration at its offices
in Dallas, Texas.
Section 3.04 Unauthenticated Bonds.
At any time when the Bonds are not subject to a book -entry -only system of registration and
transfer, the Issuer shall provide an adequate inventory of unauthenticated Bonds to facilitate
transfers. The Bank covenants that it will maintain such unauthenticated Bonds in safekeeping and
will use reasonable care in maintaining such Bonds in safekeeping, which shall be not less than
the care it maintains for debt securities of other government entities or corporations for which it
serves as registrar, or which it maintains for its own bonds.
Section 3.05 Reports.
Upon request of the Issuer, the Bank will provide the Issuer reports which will describe in
reasonable detail all transactions pertaining to the Bonds and the books of registration for the
period of time specified by the Issuer. The Issuer may also inspect and make copies of the
information in the books of registration and such other documents related to the Bonds and in the
Bank's possession at any time the Bank is customarily open for business, provided that reasonable
time is allowed the Bank to provide an up-to-date listing or to convert the information into written
form.
The Bank will not release or disclose the content of the books of registration to any person
other than to, or at the written request of, an authorized officer or employee of the Issuer, except
upon receipt of a subpoena, court order or as otherwise required by law. Upon receipt of a
subpoena, court order or other lawful request, the Bank will notify the Issuer immediately so that
the Issuer may contest the subpoena, court order or other request if it so chooses.
-3
45105858v.1
Section 3.06 Canceled Bonds.
All Bonds surrendered for payment, redemption, transfer, exchange or replacement, if
surrendered to the Bank, shall be promptly canceled by it and, if surrendered to the Issuer, shall be
delivered to the Bank and, if not already canceled, shall be promptly canceled by the Bank. The
Issuer may. at any time deliver to the Bank for cancellation any Bonds previously authenticated
and delivered which the Issuer may have acquired in any manner whatsoever, and all Bonds so
delivered shall be promptly canceled by the Bank. All canceled Bonds held by the Bank shall be
destroyed and evidence of such destruction shall be furnished to the Issuer.
Section 3.07 Reliance on Documents, Etc.
(a) In the performance of its duties hereunder, the Bank may conclusively rely,
as to the truth of the statements and correctness of the opinions expressed therein, upon any
document, instrument or signature believed by it in good faith to be genuine and signed by an
authorized agent of the Issuer. The Bank shall not be required to investigate the truth or accuracy
of any statement contained in any such document or instrument. The Bank may assume that any
person purporting to give any notice in accordance with the provisions of this Agreement has been
duly authorized to do so.
(b) The Bank shall not be liable to the Issuer for any error in judgment or any
actions. taken, suffered or omitted to be taken under this Agreement, except in the case of its
negligence, bad faith or willful misconduct. The Bank may consult with counsel of its own choice
in the event of any dispute or questions as to the meaning or construction of any of the provisions
hereof or its duties hereunder and it shall have full and complete authorization and protection for
any action taken, suffered or omitted to be taken by it hereunder in good faith and in accordance
with the opinion and instructions of such counsel.
(c) This Agreement is not intended to require the Bank, and in no circumstances
shall the Bank be required, to expend its own funds for performance of any of its duties hereunder.
(d) The Bank may exercise any of the powers hereunder and perform any duties
hereunder either directly or by or through agents or attorneys.
(e) To the extent permitted by law, the Issuer agrees to indemnify the Bank for,
and hold it harmless against, any loss, liability, or expense incurred without negligence or bad faith
on its part, arising out of or in connection with its acceptance or administration of its duties
hereunder, including the cost and expense against any claim or liability in connection with the
exercise or performance of any of its powers or duties under this Agreement.
(0 The Bank is authorized to receive the purchase price of and, if applicable,
accrued interest on the Bonds from the underwriter of the Bonds and to transfer said funds relating
to the closing and initial delivery of the Bonds in the manner disclosed in the closing memorandum
as prepared by the Issuer's financial advisor or other agent. The Bank may act on a facsimile or
electronic mail transmission of the closing memorandum acknowledged by the Issuer or the
Issuer's financial advisor as the final closing memorandum. The Bank shall not be liable for any
4
45105858v.1
losses, costs or expenses arising directly or indirectly from the Bank's reliance upon and
compliance with such instructions.
Section 3.08 Money Held by Bank.
Money held by the Bank hereunder shall be held in trust for the benefit of the Registered
Owners of the Bonds, with such money in the account that exceed the deposit insurance available
to the Issuer, provided by the Federal Deposit Insurance Corporation, to be fully collateralized
with securities or obligations that are eligible under the laws of the State of Texas to secure and be
pledged as collateral for trust accounts until the principal and interest on such Bonds have been
presented for payment and paid to the Owner thereof.
The Bank shall be under no obligation to pay interest on any money received by it
hereunder.
All money deposited with the Bank hereunder shall be secured in the manner and to the
fullest extent required by law for the security of funds of the Issuer.
Any money deposited with the Bank for the payment of the principal of or interest on any
Bonds and remaining unclaimed by the Registered Owner after the expiration of three years from
the date such funds have become due and payable shall be reported and disposed of by the Bank
in accordance with the provisions of Texas law including, to the extent applicable Title 6 of the
Texas Property Code, as amended. To the extent such provisions of the Property Code do not apply
to the funds, such funds shall be paid by the Bank to the Issuer upon receipt of a written request
therefor from the Issuer. The Bank shall have no liability to the Registered Owners of the Bonds
by virtue of actions taken in compliance with the foregoing provision.
ARTICLE FOUR
MISCELLANEOUS PROVISIONS
Section 4.01 May Own Bonds.
The Bank, in its individual or any other capacity may become the owner or pledgee of
Bonds with the same rights it would have if it were not the Paying Agent and Registrar for the
Bonds.
Section 4.02 Amendment.
This Agreement may be amended only by an agreement in writing signed by both of the
parties hereof.
Section 4.03 Assignment.
This Agreement may not be assigned by either party without the prior written consent of
the other.
-5
45105858v.1
Section 4.04 Notices.
Any request, demand, authorization, direction, notice, consent waiver of other document
provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or
delivered to the Issuei 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.
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 of 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 Bonds.
Section 4.10 Term and Termination.
This Agreement shall be effective from and after its date and may be terminated for any
reason by the Issuer o1 the Bank at any time upon 60 days' written notice' provided, however, that
no such termination shall be effective until a successor has been appointed and has accepted the
duties of the Bank hereunder. In the event of early termination, regardless of circumstances, the
Bank shall deliver to the Issuer or its designee all funds Bonds and all books and records pertaining
to the. Bank's role as Paying Agent and Registrar with respect to the Bonds, including, but not
limited to, the books of registration.
45105858v.1
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 foith herein shall
constitute adequate service. The Issuer and the Bank further agree that the Bank has the right to
file a Bill of Inteipleader in any court of competent jurisdiction within the State of Texas, at the
sole expense of the Issuer, to determine the rights of any person claiming any interest hereunder.
Section 4.12 Merger, Conversion, Consolidation or Succession.
Any corporation into which the Bank may be merged or converted or with which it may be
consolidated, .or any corporation resulting from any merger, conversion, or consolidation to which
the Bank shall be a party, or any corporation succeeding to all or substantially all of the corporate
trust business of the Bank shall ipso facto be the successor of the Bank hereunder without the
execution or filing of any paper or any further act on the part of either of the parties hereto. In
case any Bonds shall have been registered, but not delivered by the Bank then in office, any
successor by mergei, conversion, or consolidation to such authenticating Bank may adopt such
registration and deliver the Bonds so registered with the same effect as if such successor Bank had
itself registered the Bonds.
Section 4.13 Bank Not a Trustee.
This Agreement shall not be construed to require the Bank to enforce any remedy which
any Registered Owner may have against the Issuei 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"),
-7-
45105858v.1
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 foi 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.
(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 team of this Agreement. As used in the foregoing verification,
"boycott Israel" has the meaning provided in Section 2271.001, Government Code.
(c) No Discrimination Against Firearm Entities. The Bank hereby verifies that it and
its parent company, wholly- or majority -owned subsidiaries, and other affiliates, if any, do not
have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm
trade association and will not discriminate against a firearm entity or firearm trade association
during the term of this Agreement. As used in the foregoing verification, "discriminate against a
firearm entity or firearm trade association' has the meaning provided in Section 2274.001(3),
Government Code. As used in the foregoing verification, `discriminate against a firearm entity or
firearm trade association' (A) means, with respect to the firearm entity or firearm trade association,
to (i) refuse to engage in the trade of any goods or services with the firearm entity or firearm trade
association based solely on its status as a firearm entity or firearm trade association, (ii) refrain
from continuing an existing business relationship with the firearm entity or firearm trade
association based solely on its status as a firearm entity or firearm trade association, or (iii)
terminate an existing business relationship with the firearm entity or firearm trade association
based solely on its status as a firearm entity or firearm trade association and (B) does not include
(i) the established policies of a merchant, retail seller, or platform that restrict or prohibit the listing
01 selling of ammunition, firearms, or firearm accessories and (ii) a company's refusal to engage
in the trade of any goods or services, decision to refrain from continuing an existing business
relationship, or decision to terminate an existing business relationship (aa) to comply with federal,
state or local law, policy, or regulations or a directive by a regulatory agency or (bb) foi 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 tiade 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
45105858v.1
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 of 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
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
45105858v.1
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
CITY OF PEARLAND
By:
ayor
ADDRESS: 3519 Liberty Drive
Pearland, Texas 77581
ATTEST:
#or
CitySecretary
(SEAL)
"litiltittlI,lI.*'
[Signature Page to Paying Agent Agreement]
45105858v. l
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
ATTEST:
(SEAL)
EU
II
.\%%Si? P�!ANO
st2flusi41#
00
00
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•
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•
•
CITY OF PEARLAND
By:
yor
ADDRESS: 3519 Liberty Drive
Pearland, Texas 77581
[Signature Page to Paying Agent Agreement]
45105858v.1
BOKF, NA
By:
Name:
Title:
ADDRHSS: 5956 Sherry Lane, Suite 1201
Dallas, TX 75225
[Signature Page to Paying Agent Agreement]
45105858v.1
EXHIBIT A
FEE SCHEDULE
Exhibit A
45105858v.1
CLOSING CERTIFICATE
STATE OF TEXAS
COUNTIFS OF BRAZORIA,
FORT BhND AND HARRIS,
CITY OF PEARLAND
Capitalized terms used in this certificate and not otherwise defined herein shall have the
meanings assigned thereto in the Bond Purchase Agreement (the "Bond Purchase Agreement")
dated as of July 28, 2025, by and between the Underwriters named therein and the City of Pearland,
Texas (the "Issuer"). In accordance with Section of the Bond Purchase Agieement in
connection with the issuance of the City's Permanent Improvement and Refunding Bonds, Series
2025 (the "Bonds"), I, the undersigned, Mayor, acting solely in my official capacity, hereby
certify, as follows:
(i)
The representations and warranties of the Issuer contained in the Bond Purchase
Agreement are true and correct in all material respects on and as of the date of
Closing as if made on the date of Closing;
(ii) no litigation or proceeding or tax challenge against the Issuer is pending or, to such
official's knowledge, tlueatened in any court or administrative body nor, to such
official's knowledge, is there a basis for litigation which would (a) contest the right
of the members or officials of the Issuer to hold and exercise their respective
positions, (b) contest the due organization and valid existence of the Issuer, (c)
contest the validity due authorization and execution of the Bonds or the Issuer
Documents, or (d) attempt to limit, enjoin or otherwise restrict or prevent the Issuer
from functioning and collecting ad valorem taxes, including for payment of
principal and interest on the Bonds, pursuant to the Ordinance or the levy,
assessment or collection of the ad valorem taxes for the payment of the principal of
and interest on the Bonds;
(ii) all official action of the Issuer relating to the Official Statement, the Ordinance,
which authorized the execution, delivery and/or performance of the Official
Statement, the Bonds and the other Issuer Documents, has been duly adopted by
the Issuer, is in full force and effect and has not been modified, amended or repealed
and the Pricing Certificate has been duly authorized by the Authorized Officer and
is in full force and effect and has not been modified, amended or repealed;
(iii) to 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
45105982v.1
to make the statements made therein, in the light of the circumstances under which
they were made, not misleading; and
(iv) there has not been any material adverse change in the financial condition or
operations of the Issuer since September 30, 2024, the latest date as of which
audited financial information is available.
[Execution Page Follows]
-2
45I05982v.1
EXECUTED ON BEHALF OF TH1H, DISTRICT as of 10m �q , 2025,
CITY OF PEARLAND, TEXAS
[Signature Page to Closing Certificate]
45105982v.1
LXFFCUTFD ON BEHALF OF THE DISTRICT as of
, 2025.
CITY OF PEARLAND, TEXAS
Mayor
•
[Signature Page to Closing Certificate]
45105982v.1
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF BRAZORIA, FORT BEND AND HARRIS
REGISTERED REGISTERED
NUMBER DENOMINATION
I-1 $
CITY OF PEARLAND, TEXAS
PERMANENT IMPROVEMI-iNT BONDS AND REFUNDING, SERIES 2025
INTEREST RATE: MATURITY DATE: DATED DATE:
As Shown Below As Shown Below August 1, 2025
REGISTERED OWNER:
•
PRINCIPAL AMOUNT: DOLLARS
The City of Pearland, Texas (the "City") promises to pay to the registered owner identified
above, or registered assigns upon presentation and surrender of this Bond at the principal payment
office of BOKF, NA, Dallas, Texas (the "Registrar' ), the principal amount identified above,
payable in any coin or currency of the United States of America which on the date of payment is
legal tender foi the payment of debts due the United States of America, and to pay interest thereon,
calculated on the basis of a 360-day year of twelve 30-day months, from August 26, 2025 or the
most recent interest payment date to which interest has been paid or duly provided for, with such
principal to be paid in installments on March 1 in each of the years and in the principal amounts
identified in the following schedule and with such installments bearing interest at the per annum
rates 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
1
45993867v.1
2039
2040
2041
2042
2043
2044
****
2049
2054
Interest on this Bond is payable by check on March 1 and September 1 beginning on March 1,
2026 mailed to the registered owner of record as of the close of business on the 15th day of the
month preceding each interest payment date.
THIS BOND is one of a duly authorized issue of Bonds, aggregating $ (the
"Bonds' ), issued for purposes (A) authorized by the election held within the City on May 6, 2023,
as set forth in the Ordinance (defined below) under and in strict conformity with the Constitution
and laws of the State of Texas, particularly Chapters 1331 and 1371, Texas Government Code, as
amended, and pursuant to an ordinance adopted by the City Council on June 9, 2025 (the
"Ordinance"), which Ordinance is of record in the official minutes of the City [and/or] (B) of
refunding a portion of the City's outstanding obligations under and in strict conformity with the
Constitution and laws of the State of Texas, particularly Chapters 1207 and 1371, Texas
Government Code, as amended, and pursuant to the Ordinance.
THE CITY RFSERVES THE RIGHT, at its option, to redeem Bonds maturing on and after
March 1, 2036, in whole or from time to time in part, in integral multiples of $5,000, on March 1,
2035, or any date thereafter at par plus accrued interest on the principal amounts called for
redemption to the date fixed for redemption. If less than all the Bonds are to be redeemed, the
City shall select the Bonds to be redeemed.
THE BONDS MATURING ON March 1 in each of the years and (the "Term
Bonds") 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 Bonds or the portions thereof so called for redemption plus accrued
interest to the date fixed for redemption:
Term Bonds Maturing
March 1, 20
Mandatory
Redemption Dates Principal
March 1 Amounts
45993867v.1
-2
Term Bonds Maturing
March 1, 20
* stated maturity
Mandatory
Redemption Dates Principal
March 1 Amounts
*stated maturity
The particular Term Bonds 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 Bonds
are to be mandatorily redeemed. The principal amount of Term Bonds to be mandatorily redeemed
iri each year shall be reduced by the principal amount of such Term Bonds that have been
optionally redeemed and which have not been made the basis for a previous reduction.
BONDS MAY BE REDEEMED IN PART only in integral multiples of $5,000. If a Bond
subject to redemption is in a denomination larger than $5,000, a portion of such Bond may be
redeemed, but only in integral multiples of $5 000. In selecting portions of Bonds for redemption,
each Bond shall be treated as representing that number of Bonds of $5,000 denomination which is
obtained by dividing the principal amount of such Bond by $5,000. Upon surrender of any Bond
for redemption in part, the Paying Agent/Registrar, in accordance with the provisions of the
Ordinance, shall authenticate and deliver in exchange therefor a Bond or Bonds of like maturity
and interest rate in an aggregate principal amount equal to the unredeemed portion of the Bond so
surrendered.
NOTICE OF ANY REDEMPTION shall be given by the Registrar at least thirty (30) days
prior to the date fixed for redemption by first class mail, addressed to the registered owners of each
Bond to be redeemed in whole or in part at the address shown on the books of registration kept by
the Registrar. When Bonds or portions thereof have been called for redemption, and due provision
has been made to redeem the same, the principal amounts so redeemed shall be payable solely
from the funds provided for redemption, and interest which would otherwise accrue on the amounts
called for redemption shall terminate on the date fixed for redemption.
THIS BOND IS TRANSFERABLE, only upon presentation and surrender at the principal
payment office of the Registrar, duly endorsed for transfer or accompanied by an assignment duly
executed by the registered owner or his authorized representative, subject to the terms and
conditions of the Ordinance.
THE BONDS ARE EXCHANGEABLE at the principal payment office of the Registrar,
for Bonds in the principal amount of $5,000 or any integral multiple thereof, subject to the terms
and conditions of the Ordinance.
THIS BOND shall not be valid or obligatory for any purpose or be entitled to any benefit
under the Ordinance unless this Bond is either (i) registered by the Comptroller of Public Accounts
-3-
45993867v.1
of the State of Texas by registration certificate attached or affixed hereto or (ii) authenticated by
the Registrar by due execution of the authentication certificate endorsed hereon.
THE REGISTERED OWNER of this Bond, by acceptance hereof, acknowledges and
agrees to be bound by all the terms and conditions of the Ordinance.
THE CITY has covenanted in the Ordinance that it will at all times provide a legally
qualified registrar for the Bonds and will cause notice of any change of registrar to be mailed to
each registered owner.
IT IS HEREBY certified recited and covenanted that this Bond has been duly and validly
issued and delivered; that all acts, conditions and things required or proper to be performed, to
exist and to be done precedent to or in the issuance and delivery of this Bond have been performed,
exist and have been done in accordance with law; and that annual ad valorem taxes, within the
limits prescribed by law, sufficient to provide for the payment of the interest on and principal of
this Bond, as such interest comes due and such principal matures, have been levied and ordered to
be levied against all taxable property in the City, and have been pledged irrevocably for such
payment.
4
45993867v.1
IN WITNESS WHEREOF, this Bond has been signed with the manual or facsimile
signature of the Mayor and countersigned with the manual or facsimile signature of the City
Secretary or the Deputy City Secretary, and the official seal of the City has been duly impressed,
or placed in facsimile, on this Bond.
(AUTHENTICATION) (SEAL) CITY OF PEARLAND, TEXAS
CERTIFICATE)
„'11111111,,,,,
F EA_:.. o',,
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ra
COUNTERSIGNED
S
CitSecretary
~tor
45993867v. 1
-5
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IN WITNESS WHEREOF, this Bond has been signed with the manual or facsimile
signature of the Mayor and countersigned with the manual or facsimile signature of the City
Secretary or the Deputy City Secretary, and the official seal of the City has been duly impressed,
or placed in facsimile, on this Bond.
(AUTHENTICATION) (SEAL) CITY OF PhARLAND, TEXAS
CERTIFICATE)
10%1 11111,,,,E
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j.••'ramp
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COUNTI-4;RSIGNED
Cityecretary
45993867v.1
5
COMPTROLLER'S REGISTRATION CERTIFICATE• REGISTER NO,
I hereby certify that this Bond has been examined, certified as to validity, and approved by
the Attorney General of the State of Texas, and that this Bond has been registered by the
Comptroller of Public Accounts of the State of Texas.
WITNESS MY SIGNATURE AND SEAL this
(SEAL)
•
Acting Comptroller of Public Accounts
of the State of Texas
6
45993867v.1
ASSIGNMENT
For value received, the undersigned hereby sells, assigns, and transfers unto
(Please print or type name, address, and zip code of Transferee)
(Please insert Social Security or Taxpayer Identification Number of Transferee)
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer said Bond on the books kept for registration thereof, with full power of
substitution in the premises.
DATED •
Signature Guaranteed:
NOTICE: Signature must be guaranteed by
a member firm of the New York Stock
Exchange or a commercial bank or trust
company.
Registered Owner
NOTICE• The signature above must
correspond to the name of the registered owner
as shown on the face of this Bond in every
particular, without any alteration, enlargement
or change whatsoever.
-7
45993867v. I
GENERAL CERTIFICATE
STATE OF TEXAS
COUNTII A S 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 PERMANENT
IMPROVEMENT AND REFUNDING BONDS, SERIES 2025, dated August 1, 2025 (the
`Bonds"), now in the process of issuance, as follows:
(1) The City is a home rule municipality operating under its own charter, which has not
been amended, repealed, changed or altered since the approval by the Attorney General of the
State of Texas of City of Pearland Public Improvement Bonds, Series 2024, City of Pearland
Certificates of Obligation, Series 2024A and City of Pearland Certificates of Obligation, Series
2024C, which are the last obligations issued by or on behalf of the City.
(2) That the elections authorizing the issuance of the Bonds, which were held in the
City foi that purpose on May 12, 2007, May 4, 2019 and May 6, 2023, were held in accordance
with the Voting Rights Act of 1965 and the Texas Election Code, as amended.
(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
Clint Byrom
Joseph Koza
Mona Chavarria
Tony Carbone
Layni Cade
Rick Fernandez
Rushi Patel
Mayor
Mayor Pro Tem
Councilmember
Councilmember
Councilmember
Councilmember
Councilmember
Councilmember
(4) Frances Aguilar is the duly appointed and qualified City Secretary of the City. Trent
Epperson is the City Manager, Ron Fraser is the Deputy City Manager, Victor Brownlees is the
Assistant City Managei and Melissa Saxton is the Chief Financial Officer.
(5) 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 Bonds. The total
amount of all outstanding bonded indebtedness of the City payable from ad valorem taxes is
$ , which includes the Bonds.
(6) The 2025 preliminary net taxable valuation of the City is $19,636,441,389.
45106517v.1
(7) With respect to the contracts executed in connection with the authorization and
issuance of the Bonds, all disclosure flings 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.
(8) 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 Bonds.
(9) That the City complies with Section 1253.002(b) Texas Government Code, as the
weighted average maturity of the Bonds does not exceed 120 percent of the reasonably expected
weighted average economic life of the improvements and personal property financed with the
Bonds. The weighted average maturity of the Bonds is years.
(10) None of the obligations being refunded by the Bonds has ever been held in or
purchased for the account of the special funds created and maintained for the payment and security
of such obligations being refunded, and none of the obligations being refunded by the Bonds is
currently owned nor has any of the same ever been purchased or held for any account or fund of
the City.
(11). The City is a home -rule municipality that (i) adopted its charter under Section 5,
Article XI, Texas Constitution; (ii) has a population of 50,000 or more; and (iii) has outstanding
long-term indebtedness that is rated by a nationally recognized rating agency for municipal
securities in one of the four highest rating categories for a long-term obligation and thus the City
qualifies as an "Issuer" under Chapter 1371, Texas Government Code.
(12) All of the projects to be financed with the proceeds of the Bonds will be owned and
operated by the City.
[Execution Page Follows]
-2
45106517v. t
SIGNED AND SEALED this Isle \e‘i zot , 2025.
CITY OF PEARLAND, TEXAS
creta;y, City of Pea and, Texas
(CITY SEAL)
init1010 Otis
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City of Pearland, Texas
45106517v.1
[Signature Page to General Certificate]
SIGNED AND SEALED this �41 21/451 , 2025.
CITY OF PEARLAND, TEXAS
pr
City Secretary, City of PearlaiM, Texas
(CITY SEAL)
/,111111111,,,,,,,
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•
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City of Pearland, Texas
[Signature Page to General Certificate]
45106517v.I
EXHIBIT A
hxhibit A - i
45106517v.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 bonds, to wit:
CITY OF PEARLAND, TEXAS PERMANENT IMPROVEMENT.
AND REFUNDING BONDS, SERIES 2025, dated August 1, 2025,
and aggregating $ (the "Bonds").
That the Bonds 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 Bonds, 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 Bonds, 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 orboundaries 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 Bonds, 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 Bonds, or the pledge thereof,
or in any way contesting or affecting the validity of the Bonds, the ordinance dated June 9, 2025,
authorizing the issuance, sale and delivery of the Bonds (the "Ordinance"), or contesting the
powers of the City or the authorization of the Bonds 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 Bonds is the legally adopted, pioper 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 1, 2025, remains true and correct as of this date.
[Execution Page Follows]
45105808v.1
WITNESS OUR HANDS AND THE SEAL OF THE CITY this 261
2025.
SIGNATURES
450440/Ale 4 (
(CITY SEAL)
TITLE OF OFFICE
Mayor,
City of Pearland, Texas
City Secretary,
City of Pearland, Texas
"1pEAR,
of . ..., qy
.)atittitt °telt ::::Ilenn-n‘‘\‘‘‘S...
•
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.
•91
MINDY BARGER
Notary Public, State of Texas
My Commission Expires
Jenusry 31, 2020
NOTARY ID128033430
(Notary Seal)
Tyne& of printed ame:
.1,V\ Ui�J GIVE G
l
M Commission Expires:
(AmMAL 3112_ 02M
45105808v.1
2025.
WITNESS OUR HANDS AND THE SEAL OF THE CITY this I day )IA. I V1
SIGNATURES
2z a
Swim -fir
(CITY SEAL)
TITLE OF OFFICE
Mayor,
City of Pearland, Texas
City Secretary,
City of Pearland, Texas
1111I IL“‘
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.
MINDY BARGER
Notary Milo, Stets of Texas
My Commission Expires
Aflutter 202
/sr NOTARY
(Notary Seal)
YG
Notary Public
Typed Qr Printed ame:
Commission Expires:
Y>_n(AL� 1% 2.0ZA
45105808v.1
August 1, 2025
The Attorney General of Texas
Public Finance Section
William P. Clements Building, 7t1' Floor
300 West 15t1 Street
Austin, Texas 78701
The Comptroller of Public Accounts
Public Finance Division
111 East 17t1' Street
Austin, Texas 78701.
Re: City of Pearland, Texas Permanent Improvement and Refunding Bonds, Series
2025 (the "Bonds")
Ladies and Gentlemen:
The captioned Bonds are being sent to the Office of the Attorney General, and it is
requested that such office examine and approve the Bond in accordance with law After such
approval, it is requested that the Attorney General deliver the Bond to the Comptroller of Public
Accounts for registration.
Enclosed with . the Bond is a signed but undated copy of the SIGNATURE
IDENTIFICATION AND NO -LITIGATION CERTIFICATE (the "Certificate") relating to the
Bond. The Attorney General is hereby authorized and directed to date the Certificate concurrently
with the date of approval of the Bond. If any litigation o1 contest should develop pertaining to the
Bond 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 Bond unless the Attorney General is notified
otherwise as aforesaid.
The Comptroller is hereby requested to register the Bond as required by law and the
proceedings authorizing the Bond. After such registration, the Comptroller is hereby authorized
and directed to deliver the Bond, together with three copies of each of the Attorney General's
Approving Opinion and Comptroller's Certificate for the Bond, to Tanya Fischer, Jackson Walker,
Houston, Texas 77010.
CITY OF PEARLAND, TEXAS
B
45105808v.1
August 1, 2025
The Attorney General of Texas
Public Finance Section
William P. Clements Building, 7th Floor
300 West 15t1 Street
Austin, Texas 78701
The Comptroller of Public Accounts
Public Finance Division
111 East 17th Street
Austin, Texas 78701
Re: City of Pearland, Texas Permanent Improvement and Refunding Bonds, Series
2025 (the "Bonds")
Ladies and Gentlemen:
The captioned Bonds are being sent to the Office of the Attorney General, and it is
requested that such office examine and approve the Bond in accordance with law Aftei such
approval, it is requested that the Attorney General deliver the Bond to the Comptroller of Public
Accounts for registration.
Enclosed with the Bond is a signed but undated copy of the SIGNATURE
IDENTIFICATION AND NO -LITIGATION CERTIFICATE (the "Certificate") relating to the
Bond. The Attorney General is hereby authorized and directed to date the Certificate concurrently
with the date of approval of the Bond. If any litigation or contest should develop pertaining to the
Bond or any other matters coveted 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 Bond unless the Attorney General is notified
otherwise as aforesaid.
The Comptroller is hereby requested to register the Bond as required by law and the
proceedings authorizing the Bond. After such registration, the Comptroller is hereby authorized
and directed to deliver the Bond, together with three copies of each of the Attorney General's
Approving Opinion and Comptroller's Certificate for the Bond, to Tanya Fischer, Jackson Walker,
Houston, Texas 77010.
CITY OF PEARLAND, TEXAS
By:
M
)4 a
45105808v.1