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HomeMy WebLinkAboutR2026-096 20260608 50217752v.1 RESOLUTION NO. R2026-96 A Resolution of the City Council of the City of Pearland, Texas, authorizing the defeasance and redemption of certain of the City’s Certificates of Obligations Series 2021B and 2022B (TIRZ related projects); and making certain findings and containing other provisions related thereto. WHEREAS, the City of Pearland, Texas (the “City”) has duly issued and has outstanding the following certificates of obligation that could potentially be defeased in whole or in part by the City not later than the end of the City’s fiscal year ending September 30, 2026: its Certificates of Obligations, Series 2021B and Certificates of Obligations, Series 2022B (collectively, the “Outstanding Certificates”); and WHEREAS, the City Council of the City (the “City Council”) desires to express its present intent to defease up to approximately $10,000,000 in aggregate principal amount of such Outstanding Certificates not later than the end of the City’s fiscal year ending September 30, 2026, now therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. The City Council declares its present intent to defease up to approximately $10,000,000 in aggregate principal amount of such Outstanding Certificates not later than the end of the City’s fiscal year ending September 30, 2026. The City Council hereby directs the Director of Finance (including any Interim Director of Finance), the Chief Financial Officer, the City Manager and the Deputy City Manager of the City to identify potential certificates of the Outstanding Certificates recommended to be defeased as contemplated by this Resolution. Notwithstanding the foregoing, the City Council reserves the right to not defease any of the Outstanding Certificates upon a determination by the City Council that the funds of the City intended for such purpose could be better utilized for (i) the payment of debt service on any Outstanding Certificates, general obligation bonds or certificates of obligation to be issued or (ii) the reduction of future interest and sinking fund tax levies of the City. Section 2. (a) The City Council hereby determines that the discharge and defeasance of up to approximately $10,000,000 in aggregate principal amount of the Outstanding Certificates may be effectuated in any legal manner including by cash defeasance by the deposit of funds with the respective paying agent for the Outstanding Certificates and/or pursuant to the terms and provisions of an Escrow Agreement to be entered into by and between the City and Computershare Trust Company, N.A. or other such escrow agent as may be selected by the Authorized Representative (as defined below). The Escrow Agreement shall be in a form similar to such agreements previously utilized by the City for its bond refundings. The Mayor, City Manager, Deputy City Manager, the Director of Finance (or any Interim Director of Finance) or Chief Financial Officer (each, an “Authorized Representative”) are each hereby authorized to execute and deliver the Escrow Agreement, for and on behalf of the City and as the act and deed of this City Council; and such Escrow Agreement as executed by said officials shall be deemed approved by the City Council and constitute the Escrow Agreement herein approved. (b) Furthermore, the Authorized Representative and Bond Counsel, in cooperation with the Escrow Agent are hereby authorized and directed to make the necessary arrangements for the deposit of cash and/or the purchase of any securities referenced in the Escrow Agreement and the delivery thereof to the Escrow Agent funds to be deposited for to the Docusign Envelope ID: 570B8BEB-8DED-8CAD-8299-7F0E71273756 -2 - 50217752v.1 credit of certain of the Outstanding Certificates (the “Escrow Fund”), including the execution of subscription forms or agreements, if any, for the purchase of eligible securities for investment of amounts deposited to the Escrow Fund; all as contemplated and provided by the provisions of Chapter 1207, as amended, Texas Government Code, this Order, and the Escrow Agreement. (c)The Authorized Representative is authorized to appoint a verification agent (the “Verification Agent” ) to verity the sufficiency of the deposit to the Escrow Fund to accomplish the defeasance of the Outstanding Certificates, to the extent such appointment is necessary or desired and in the event of the establishment of a net defeasance escrow fund; provided, however, that in the event of a gross defeasance of the Outstanding Certificates, the sufficiency of the deposit to the Escrow Fund to accomplish such defeasance may be certified to the City by the City’s Financial Advisor or another qualified financial institution in lieu of verification by the Verification Agent. 2. The Authorized Representative is to execute and deliver such agreements, certificates, notices, letters and other instruments as any such official shall deem necessary, appropriate or convenient to effect the defeasance and redemption described herein and otherwise give effect to the intent and purpose hereof. PASSED, APPROVED and ADOPTED this the 8th day of June, A.D., 2026. QUENTIN WILTZ MAYOR ATTEST FRANCES AGUILAR, TRMC, MMC CITY SECRETARY Docusign Envelope ID: 570B8BEB-8DED-8CAD-8299-7F0E71273756