HomeMy WebLinkAboutOrd. 2026-1658 202608241
56331712v.2
CERTIFICATE FOR ORDINANCE NO. 2026-1658
THE STATE OF TEXAS §
COUNTIES OF BRAZORIA, FORT BEND AND HARRIS §
CITY OF PEARLAND §
I, the undersigned officers of the City of Pearland, Texas (the “City”), hereby certify as
follows:
1 The City Council of the City convened in a regular meeting on August 24, 2026,
at the regular meeting place thereof, within the District, and the roll was called of the duly
constituted officers and members of the City Council, to wit:
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 PEARLAND, TEXAS
CERTIFICATES OF OBLIGATION, SERIES 2026B; PRESCRIBING THE TERMS THEREOF;
PROVIDING FOR THE PAYMENT THEREOF; AWARDING THE SALE THEREOF; MAKING
OTHER PROVISIONS REGARDING SUCH CERTIFICATES AND MATTERS INCIDENT
THERETO; AND DECLARING AN EMERGENCY
(the “Ordinance”) was duly introduced for the consideration of the City Council. It was then duly
moved and seconded that the Ordinance be adopted; and, after due discussion, such motion,
carrying with it the adoption of the Ordinance, prevailed and carried by the following vote:
AYES: 7 NAYS: 0 ABSTENTIONS: 0
2 That a true, full and correct copy of the Ordinance adopted at the meeting
described in the above and foregoing paragraph is attached to and follows this certificate; that
the Ordinance has been duly recorded in the City Council’s minutes of such meeting; that the
above and foregoing paragraph is a true, full and correct excerpt from the City Council’s minutes
of such meeting pertaining to the adoption of the Ordinance; that the persons named in the
above and foregoing paragraph are the duly chosen, qualified and acting officers and members
of the City Council as indicated therein; that each of the officers and members of the City
Council was duly and sufficiently notified officially and personally, in advance, of the date, hour,
place and subject of the aforesaid meeting, and that the Ordinance would be introduced and
considered for adoption at such meeting, and each of such officers and members consented, in
advance, to the holding of such meeting for such purpose; that such meeting was open to the
public as required by law; and that public notice of the date, hour, place and subject of such
meeting was given as required by the Open Meetings Law, Chapter 551, Texas Government
Code.
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SIGNED AND SEALED this August 24, 2026.
City Secretary Mayor
CITY OF PEARLAND, TEXAS CITY OF PEARLAND, TEXAS
(SEAL)
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SIGNED AND SEALED this August 24, 2026.
City Seetary
CITY 0 PEARLAND, TE S CITY OF PEARLAND, TEXAS
(SEAL)
2
ayor
56331712. I
56331712v.2
ORDINANCE NO. 2026-1658
An Ordinance of the City Council of the City of Pearland, Texas, authorizing
the issuance of City of Pearland, Texas Certificates of Obligation, Series
2026B; prescribing the terms thereof; providing for the payment thereof;
awarding the sale thereof; making other provisions regarding such
Certificates and matters incident thereto; and declaring an emergency.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
ARTICLE I.
FINDINGS AND DETERMINATIONS
Section 1.1: Findings and Determinations. The City Council hereby officially finds and
determines that:
(a)The City of Pearland, Texas (the “City”), acting through its City Council, is
authorized pursuant to and in accordance with the provisions of Texas Local Government Code,
Chapter 271, Subchapter C, as amended (the “Act”), to issue certificates of obligation to provide
all or part of the funds to pay contractual obligations to be incurred for the construction of public
works and the purchase of materials, supplies, equipment, machinery, buildings, land and
rights-of-way for authorized needs and purposes and for the payment of contractual obligations
for professional services, to wit (i) construction, improvements and expansion to the Barry Rose
Water Reclamation Facility in the City, (ii) other construction, rehabilitation, repairs,
improvements, additions and extensions to the City’s water and sewer system, and (iii)
professional services rendered in connection with the above listed projects..
(b)The City Council authorized the publication of a notice of intention to issue
Certificates of Obligation, Series 2026B (the “Certificates”) to the effect that the City Council was
tentatively scheduled to meet at 6:30 p.m. on August 24, 2026, at its regular meeting place to
adopt an ordinance authorizing the issuance of the Certificates to be payable from (i) an ad
valorem tax levied, within the limits prescribed by law, on the taxable property located within the
City, and (ii) the revenues to be derived from the City’s water and sewer system (the “System”)
after the payment of all operation and maintenance expenses thereof (the “Net Revenues”) in
an amount not to exceed $10,000, to the extent that ad valorem taxes are ever insufficient or
unavailable for such purposes, provided that the pledge of Net Revenues is and shall be junior
and subordinate in all respects to the pledge of Net Revenues to the payment of any obligation
of the City, whether authorized heretofore or hereafter, which the City designates as having a
pledge senior to the pledge of the Net Revenues to the payment of the Certificates.
(c)Such notice was published at the times and in the manner required by the Act.
(d)No petition signed by at least five percent (5%) of the qualified voters of the City
has been filed with or presented to any official of the City protesting the issuance of such
Certificates on or before August 24, 2026, or the date of passage of this Ordinance.
(e)The City has authorized the issuance of the Certificates in accordance with
Section 271.047(d), Texas Local Government, which provides that the City may not authorize
the issuance of the Certificates if a bond proposition to authorize the issuance of bonds for the
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same purpose was submitted to the voters during the preceding three years and failed to be
approved.
(f) The City has determined that it is in the best interests of the City and that it is
otherwise desirable to issue the Certificates to provide all or part of the funds to pay contractual
obligations to be incurred for the purposes authorized by the Act.
ARTICLE II.
DEFINITIONS AND INTERPRETATIONS
Section 2.1: Definitions. As used herein, the following terms shall have the meanings
specified, unless the context clearly indicates otherwise:
“Act” shall mean Texas Local Government Code, Chapter 271, Subchapter C, as
amended.
“Attorney General” shall mean the Attorney General of the State of Texas.
“Blanket Issuer Letter of Representations” means the Blanket Issuer Letter of
Representations between the City, the Registrar and DTC.
“Certificate” or “Certificates” shall mean any or all of the City of Pearland, Texas
Certificates of Obligation, Series 2026B, authorized by this Ordinance.
“City” shall mean the City of Pearland, Texas and, where appropriate, its City Council.
“City Council” shall mean the governing body of the City.
“Code” shall mean the Internal Revenue Code of 1986, as amended.
“Comptroller” shall mean the Comptroller of Public Accounts of the State of Texas.
“Debt Service Fund” shall mean the Certificates of Obligation, Series 2026B Debt
Service Fund established by the City and described in section 5.2 of this Ordinance.
“DTC” means The Depository Trust Company of New York, New York, or any successor
securities depository.
“DTC Participant” means brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations on whose behalf DTC was created to hold
securities to facilitate the clearance and settlement of securities transactions among DTC
Participants.
“Fiscal Year” shall mean the City’s then designated fiscal year, which currently is the
twelve-month period beginning on the first day of October of a calendar year and ending on the
last day of September of the next succeeding calendar year and each such period may be
designated with the number of the calendar year in which such period ends.
“Government Securities” shall mean (a) direct, noncallable obligations of the United
States of America, including obligations that are unconditionally guaranteed by the United
States of America, and (b) noncallable obligations of an agency or instrumentality of the United
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States of America, including obligations that are unconditionally guaranteed or insured by the
agency or instrumentality and that, on the date of their acquisition or purchase by the City are
rated as to investment quality by a nationally recognized investment rating firm not less than
AAA or its equivalent.
“Interest Payment Date,” when used in connection with any Certificate, shall mean
March 1, 2027, and each September 1 and March 1 thereafter until maturity or earlier
redemption of such Certificate.
“MSRB” means the Municipal Securities Rulemaking Board.
“Ordinance” shall mean this Ordinance and all amendments hereof and supplements
hereto. “Outstanding”, when used with reference to the Certificates, shall mean, as of a
particular date, all Certificates theretofore and thereupon delivered pursuant to this Ordinance
except: (a) any Certificates canceled by or on behalf of the City at or before such date; (b) any
Certificates defeased pursuant to the defeasance provisions of this Ordinance or otherwise
defeased as permitted by applicable law; and (c) any Certificates in lieu of or in substitution for
which a replacement Certificate shall have been delivered pursuant to this Ordinance.
“Paying Agent/Registrar” shall mean BOKF, NA, Dallas, Texas, and its successors in
that capacity.
“Paying Agent/Registrar Agreement” shall mean the agreement between the City and
the Paying Agent/Registrar as described more particularly in Section 6.1 hereof.
“Record Date” shall mean the close of business on the 15th day of the calendar month
immediately preceding the applicable Interest Payment Date.
“Register” shall mean the registration books for the Certificates kept by the Paying
Agent/Registrar in which are maintained the names and addresses of, and the principal
amounts registered to, each Registered Owner of Certificates.
“Registered Owner” shall mean the person or entity in whose name any Certificate is
registered in the Register.
“Rule” means SEC Rule 15c2-12, as amended from time to time. “SEC” means the
United States Securities and Exchange Commission. “Underwriters” shall mean the entities
specified in Section 7.1 hereof.
Section 2.2: Interpretations. All terms defined herein and all pronouns used in this
Ordinance shall be deemed to apply equally to singular and plural and to all genders. The titles
and headings of the articles and sections of this Ordinance have been inserted for convenience
of reference only and are not to be considered a part hereof and shall not in any way modify or
restrict any of the terms or provisions hereof This Ordinance and all the terms and provisions
hereof shall be liberally construed to effectuate the purposes set forth herein and to sustain the
validity of the Certificates and the validity of the levy of ad valorem taxes to pay the principal of
and interest on the Certificates.
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ARTICLE III.
TERMS OF THE CERTIFICATES
Section 3.1: Amount, Purpose and Authorization. The Certificates shall be issued in
fully registered form, without coupons, under and pursuant to the authority of the Act in the total
authorized aggregate principal amount of FIFTY-EIGHT MILLION FOUR HUNDRED SIXTY-
FIVE THOUSAND AND NO/100 DOLLARS ($58,465,000) for the purpose of providing all or
part of the funds to pay contractual obligations to be incurred for the purposes described in
paragraph 1.1(a) hereof.
Section 3.2: Designation, Date and Interest Payment Dates. The Certificates shall be
designated as the “City of Pearland, Texas Certificates of Obligation, Series 2026B,” and shall
be dated September 1, 2026. The Certificates shall bear interest at the rates set forth in Section
3.3 below, from the later of date of delivery or the most recent Interest Payment Date to which
interest has been paid or duly provided for, calculated on the basis of a 360-day year of twelve
30-day months, payable on March 1, 2027, and each September 1 and March 1 thereafter until
maturity or earlier redemption.
If interest on any Certificate is not paid on any Interest Payment Date and continues
unpaid for thirty (30) days thereafter, the Paying Agent/Registrar shall establish a new record
date for the payment of such interest, to be known as a Special Record Date. The Paying
Agent/Registrar shall establish a Special Record Date when funds to make such interest
payment are received from or on behalf of the City. Such Special Record Date shall be fifteen
(15) days prior to the date fixed for payment of such past due interest, and notice of the date of
payment and the Special Record Date shall be sent by United States mail, first class, postage
prepaid, not later than five (5) days prior to the Special Record Date, to each affected
Registered Owner as of the close of business on the day prior to mailing of such notice.
Section 3.3: Numbers, Initial Certificates, Denomination, Interest Rates and Maturities.
The Certificates shall be issued bearing the numbers, in the principal amounts and bearing
interest at the rates set forth in the following schedule, and may be transferred and exchanged
as set out in this Ordinance. The Certificates shall mature on September 1 in each of the years
and in the amounts set out in such schedule. The Initial Certificate shall be numbered I-1 and all
other Certificates shall be numbered in sequence beginning with R-1. Certificates delivered in
transfer of or in exchange for other Certificates shall be numbered in order of their
authentication by the Paying Agent/Registrar, shall be in the denomination of $5,000 or integral
multiples thereof and shall mature on the same date and bear interest at the same rate as the
Certificate or Certificates in lieu of which they are delivered.
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R-10 2037 1,680,000 5.000
R-11 2038 1,690,000 5.000
R-12 2039 1,775,000 5.000
R-13 2040 1,845,000 5.000
R-14 2041 1,935,000 5.000
R-15 2042 2,035,000 5.000
R-16 2043 2,130,000 5.000
R-17 2044 2,240,000 5.000
R-18 2045 2,345,000 5.000
R-19 2046 2,470,000 5.000
R-20 2047 2,595,000 5.000
***
R-21
***
2051*
***
11,765,000
***
5.250
***
R-22
***
2056*
***
18,345,000
***
4.750
*Term Certificate
Section 3.4: Execution of Certificates; Seal. (a) The Certificates shall be signed on
behalf of the City by the Mayor or Mayor Pro Tem and countersigned by the City Secretary or
Deputy City Secretary, by their manual, lithographed, or facsimile signatures, and the official
seal of the City shall be impressed or placed in facsimile thereon. Such facsimile signatures on
the Certificates shall have the same effect as if each of the Certificates had been signed
manually and in person by each of said officers, and such facsimile seal on the Certificates shall
have the same effect as if the official seal of the City had been manually impressed upon each
of the Certificates.
(b) If any officer of the City whose manual or facsimile signature shall appear on the
Certificates shall cease to be such officer before the authentication of such Certificates or before
the delivery of such Certificates, such manual or facsimile signature shall nevertheless be valid
and sufficient for all purposes as if such officer had remained in such office.
(c) Except as provided below, no Certificate shall be valid or obligatory for any
purpose or be entitled to any security or benefit of this Ordinance unless and until there appears
thereon the Registrar’s Authentication Certificate substantially in the form provided herein, duly
authenticated by manual execution by an officer or duly authorized signatory of the Registrar. In
lieu of the executed Registrar’s Authentication Certificate described above, the Initial Certificate
delivered at the Closing Date shall have attached hereto the Comptroller’s Registration
Certificate substantially in the form provided herein, manually executed by the Comptroller, or
by his duly authorized agent, which certificate shall be evidence that the Initial Certificate has
been duly approved by the Attorney General of the State of Texas and that it is a valid and
binding obligation of the City, and has been registered by the Comptroller.
Section 3.5: Redemption Prior to Maturity. (a) Optional Redemption. The Certificates
maturing on and after September 1, 2037, are subject to redemption prior to maturity, at the
option of the City, in whole or in part, on September 1, 2036, or any date thereafter, at par plus
accrued interest to the date fixed for redemption.
(b) Mandatory Redemption. The Certificates maturing on September 1 in the years
2051 and 2056 (the “Term Certificates”) are subject to mandatory sinking fund redemption in the
following amounts (subject to reduction as hereinafter provided), on the following dates, in each
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case at a redemption price equal to the principal amount of the Certificates or the portions
thereof so called for redemption plus accrued interest to the date fixed for redemption:
$11,765,000 Term Certificates Due September 1, 2051 Redemption Date (September
1) Principal Amount ($)
$18,365,000 Term Certificates Due September 1, 2056 Redemption Date (September
1) Principal Amount ($)
The particular Term Certificates to be redeemed shall be selected by the Registrar by lot
or other customary random selection method, on or before July 15 of each year in which Term
Certificates are to be mandatorily redeemed. The principal amount of Term Certificates to be
mandatorily redeemed in each year shall be reduced by the principal amount of such Term
Certificates that have been optionally redeemed and which have not been made the basis for a
previous reduction.
(c) Certificates may be redeemed in part only in integral multiples of $5,000. If a
Certificate subject to redemption is in a denomination larger than $5,000, a portion of such
Certificate may be redeemed, but only in integral multiples of $5,000. In selecting portions of
Certificates for redemption, each Certificate shall be treated as representing that number of
Certificates of $5,000 denomination which is obtained by dividing the principal amount of such
Certificate by $5,000. Upon presentation and surrender of any Certificate for redemption in part,
the Paying Agent/Registrar, in accordance with the provisions of this Ordinance, shall
authenticate and deliver in exchange therefor a Certificate or Certificates of like maturity and
interest rate in an aggregate principal amount equal to the unredeemed portion of the Certificate
so surrendered.
(d) Notice of any redemption, identifying the Certificates or portions thereof to be
redeemed, shall be sent by United States mail, first class, postage prepaid, to the Registered
Owners thereof at their addresses as shown on the Register, not less than thirty (30) days
before the date fixed for such redemption. By the date fixed for redemption, due provision shall
be made with the Paying Agent/Registrar for the payment of the redemption price of the
Certificates called for redemption. If such notice of redemption is given, and if due provision for
such payment is made, all as provided above, the Certificates which are to be so redeemed
thereby automatically shall be redeemed prior to their scheduled maturities, they shall not bear
interest after the date fixed for redemption, and they shall not be regarded as being Outstanding
except for the purpose of being paid with the funds so provided for such payment.
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(e) The City reserves the right to give notice of its election or direction to optionally
redeem Certificates conditioned upon the occurrence of subsequent events. Such notice may
state (i) that the redemption is conditioned upon the deposit of moneys and/or authorized
securities, in an amount equal to the amount necessary to effect the redemption, with the
Paying Agent/Registrar, or such other entity as may be authorized by law, no later than the
redemption date or (ii) that the City retains the right to rescind such notice at any time prior to
the scheduled redemption date if the City delivers a certificate of the City to the Paying
Agent/Registrar instructing the Paying Agent /Registrar to rescind the redemption notice, and
such notice of redemption shall be of no effect if such moneys and/or authorized securities are
no so deposited or if the notice is rescinded. The Paying Agent/Registrar shall give prompt
notice of any such rescission of a conditional notice of redemption to the affected owners. Any
Certificates subject to conditional redemption where redemption has been rescinded shall
remain Outstanding.
Section 3.6: Manner of Payment, Characteristics, Execution and Authentication. The
Paying Agent/Registrar is hereby appointed the agent for the Certificates. The Certificates shall
be payable, shall have the characteristics and shall be executed, sealed, registered and
authenticated, all as provided and in the manner indicated in the FORM OF CERTIFICATES set
forth in Article IV of this Ordinance. If any officer of the City whose manual or facsimile signature
shall appear on the Certificates shall cease to be such officer before the authentication of the
Certificates or before the delivery of the Certificates, such manual or facsimile signature shall
nevertheless be valid and sufficient for all purposes as if such officer had remained in such
office.
The approving legal opinion of Jackson Walker, LLP, Houston, Texas, Bond Counsel,
may be printed on the back of the Certificates over the certification of the City Secretary or
Deputy City Secretary, which may be executed in facsimile but errors or omissions in the
printing of the opinion shall have no effect on the validity of the Certificates.
The City may secure identification numbers through CUSIP Global Services, managed
on behalf of the American Bankers Association by Standard & Poor’s Financial Services LLC,
and may authorize the printing of such numbers on the face of the Certificates. It is expressly
provided, however, that the presence or absence of CUSIP numbers on the Certificates shall be
of no significance or effect in regard to the legality thereof and neither the City nor the attorneys
approving said Certificates as to legality are to be held responsible for CUSIP numbers
incorrectly printed on the Certificates.
Section 3.7: Authentication. Except for the Certificates to be initially issued, which
need not be authenticated by the Registrar, only such Certificates as shall bear thereon a
certificate of authentication, substantially in the form provided in Article IV of this Ordinance,
manually executed by an authorized representative of the Paying Agent/Registrar, shall be
entitled to the benefits of this Ordinance or shall be valid or obligatory for any purpose. Such
duly executed certificate of authentication shall be conclusive evidence that the Certificate so
authenticated was delivered by the Paying Agent/Registrar hereunder.
Section 3.8: Ownership. The City, the Paying Agent/Registrar and any other person
may treat the person in whose name any Certificate is registered as the absolute owner of such
Certificate for the purpose of making and receiving payment of the principal thereof and interest
thereon and for all other purposes, whether or not such Certificate is overdue, and neither the
City nor the Paying Agent/Registrar shall be bound by any notice or knowledge to the contrary.
All payments made to the person deemed to be the Registered Owner of any Certificate in
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accordance with this Section shall be valid and effective and shall discharge the liability of the
City and the Paying Agent/Registrar upon such Certificate to the extent of the sums paid.
Section 3.9: Registration, Transfer and Exchange. The Paying Agent/Registrar is
hereby appointed the registrar for the Certificates. So long as any Certificate remains
Outstanding, the Paying Agent/Registrar shall keep the Register at its office in Houston, Texas
in which, subject to such reasonable regulations as it may prescribe, the Paying Agent/Registrar
shall provide for the registration and transfer of the Certificates in accordance with the terms of
this Ordinance.
Each Certificate shall be transferable only upon the presentation and surrender thereof
at the principal corporate trust office of the Paying Agent/Registrar, accompanied by an
assignment duly executed by the Registered Owner or his authorized representative in form
satisfactory to the Paying Agent/Registrar. Upon due presentation of any Certificate for transfer,
the Paying Agent/Registrar shall authenticate and deliver in exchange therefor, within seventy-
two (72) hours after such presentation, a new Certificate or Certificates, registered in the name
of the transferee or transferees, in authorized denominations and of the same maturity and
aggregate principal amount and bearing interest at the same rate as the Certificate or
Certificates so presented and surrendered.
All Certificates shall be exchangeable upon the presentation and surrender thereof at the
principal corporate trust office of the Paying Agent/Registrar for a Certificate or Certificates,
maturity and interest rate and in any authorized denomination, in an aggregate principal amount
equal to the unpaid principal amount of the Certificate or Certificates presented for exchange.
The Paying Agent/Registrar shall be and is hereby authorized to authenticate and deliver
exchange Certificates in accordance with the provisions of this Section. Each Certificate
delivered by the Paying Agent/Registrar in accordance with this Section shall be entitled to the
benefits and security of this Ordinance to the same extent as the Certificate or Certificates in
lieu of which such Certificate is delivered.
All Certificates issued in transfer or exchange shall be delivered to the Registered
Owners thereof at the principal corporate trust office of the Paying Agent/Registrar or sent by
United States mail, first class, postage prepaid.
The City or the Paying Agent/Registrar may require the Registered Owner of any
Certificate to pay a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with the transfer or exchange of such Certificate. Any fee or charge of
the Paying Agent/Registrar for such transfer or exchange shall be paid by the City.
The Paying Agent/Registrar shall not be required to transfer or exchange any Certificate
called for redemption in whole or in part during the forty-five (45) day period immediately prior to
the date fixed for redemption; provided, however, that this restriction shall not apply to the
transfer or exchange by the Registered Owner of the unredeemed portion of a Certificate called
for redemption in part.
Section 3.10: Replacement Certificates. Upon the presentation and surrender to the
Paying Agent/Registrar of a damaged or mutilated Certificate, the Paying Agent/Registrar shall
authenticate and deliver in exchange therefor a replacement Certificate, of the same maturity,
interest rate and principal amount, bearing a number not contemporaneously outstanding. The
City or the Paying Agent/Registrar may require the Registered Owner of such Certificate to pay
a sum sufficient to cover any tax or other governmental charge that may be imposed in
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connection therewith and any other expenses connected therewith, including the fees and
expenses of the Paying Agent/Registrar and the City.
If any Certificate is lost, apparently destroyed or wrongfully taken, the City, pursuant to
the applicable laws of the State of Texas and ordinances of the City, and in the absence of
notice or knowledge that such Certificate has been acquired by a bona fide purchaser, shall
execute, and the Paying Agent/Registrar shall authenticate and deliver, a replacement
Certificate of the same maturity, interest rate and principal amount, bearing a number not
contemporaneously outstanding, provided that the Registered Owner thereof shall have:
(a) furnished to the City and the Paying Agent/Registrar satisfactory evidence of the
ownership of and the circumstances of the loss, destruction or theft of such Certificate;
(b) furnished such security or indemnity as may be required by the Paying
Agent/Registrar and the City to save and hold them harmless;
(c) paid all expenses and charges in connection therewith, including, but not limited
to, printing costs, legal fees, fees of the Paying Agent/Registrar and any tax or other
governmental charge that may be imposed; and
(d) met any other reasonable requirements of the City and the Paying
Agent/Registrar.
If, after the delivery of such replacement Certificate, a bona fide purchaser of the original
Certificate in lieu of which such replacement Certificate was issued presents for payment such
original Certificate, the City and the Paying Agent/Registrar shall be entitled to recover such
replacement Certificate from the person to whom it was delivered or any person taking
therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or
indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the
City or the Paying Agent/Registrar in connection therewith.
If any such mutilated, lost, apparently destroyed or wrongfully taken Certificate has
become or is about to become due and payable, the City in its discretion may, instead of issuing
a replacement Certificate, authorize the Paying Agent/Registrar to pay such Certificate.
Each replacement Certificate delivered in accordance with this Section shall be entitled
to the benefits and security of this Ordinance to the same extent as the Certificate or Certificates
in lieu of which such replacement Certificate is delivered.
Section 3.11: Cancellation. All Certificates paid or redeemed in accordance with this
Ordinance, and all Certificates in lieu of which exchange Certificates or replacement Certificates
are authenticated and delivered in accordance herewith, shall be canceled and destroyed upon
the making of proper records regarding such payment or redemption. The Paying
Agent/Registrar shall periodically furnish the City with certificates of destruction of such
Certificates.
Section 3.12: Book-Entry Only System. (a) The Initial Certificate shall be registered in
the name of Robert W. Baird & Co. Incorporated. Except as provided in Section 3.12 hereof, all
other Certificates shall be registered in the name of Cede & Co., as nominee of DTC.
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(a) With respect to Certificates registered in the name of Cede & Co., as nominee of
DTC, the City and the Registrar shall have no responsibility or obligation to any DTC Participant
or to any person on behalf of whom such DTC Participant holds an interest in the Certificates,
except as provided in this Ordinance. Without limiting the immediately preceding sentence, the
City and the Registrar shall have no responsibility or obligation with respect to (i) the accuracy
of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership
interest in the Certificates, (ii) the delivery to any DTC Participant or any other person, other
than an Owner, as shown on the Register, of any notice with respect to the Certificates,
including any notice of redemption, or (iii) the payment to any DTC Participant or any other
person, other than an Owner, as shown on the Register, of any amount with respect to principal
of, premium, if any, or interest on the Certificates. Notwithstanding any other provision of this
Ordinance to the contrary, the City and the Registrar shall be entitled to treat and consider the
person in whose name each Certificate is registered in the Register as the absolute Owner of
such Certificate for the purpose of payment of principal of and interest on the Certificates, for
the purpose of giving notices of redemption and other matters with respect to such Certificate,
for the purpose of registering transfer with respect to such Certificate, and for all other purposes
whatsoever. The Registrar shall pay all principal of, premium, if any, and interest on the
Certificates only to or upon the order of the respective Owners, as shown in the Register as
provided in this Ordinance, or their respective attorneys duly authorized in writing, and all such
payments shall be valid and effective to fully satisfy and discharge the City’s obligations with
respect to payments of principal, premium, if any, and interest on the Certificates to the extent of
the sum or sums so paid. No person other than an Owner, as shown in the Register, shall
receive a Certificate evidencing the obligation of the City to make payments of amounts due
pursuant to this Ordinance. Upon delivery by DTC to the Registrar of written notice to the effect
that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to
the provisions of this Ordinance with respect to interest checks being mailed to the Owner of
record as of the Record Date, the phrase “Cede & Co.” in this Ordinance shall refer to such new
nominee of DTC.
Section 3.13: Successor Securities Depository; Transfer Outside Book-Entry Only
System. In the event that the City in its sole discretion, determines that the beneficial owners of
the Certificates be able to obtain certificated Certificates, or in the event DTC discontinues the
services described herein, the City shall (i) appoint a successor securities depository, qualified
to act as such under Section 17(a) of the Securities and Exchange Act of 1934, as amended,
notify DTC and DTC Participants, as identified by DTC, of the appointment of such successor
securities depository and transfer one or more separate Certificates to such successor
securities depository or (ii) notify DTC and DTC Participants, as identified by DTC, of the
availability through DTC of Certificates and transfer one or more separate Certificates to DTC
Participants having Certificates credited to their DTC accounts, as identified by DTC. In such
event, the Certificates shall no longer be restricted to being registered in the Register in the
name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor
securities depository, or its nominee, or in whatever name or names Owners transferring or
exchanging Certificates shall designate, in accordance with the provisions of this Ordinance.
Section 3.14: Payments to Cede & Co. Notwithstanding any other provision of this
Ordinance to the contrary, so long as any Certificates are registered in the name of Cede & Co.,
as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on
such Certificates, and all notices with respect to such Certificates, shall be made and given,
respectively, in the manner provided in the Blanket Letter of Representations.
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ARTICLE IV.
FORM OF CERTIFICATES
The Certificates, including the Form of Comptroller’s Registration Certificate, Form of
Paying Agent/Registrar Authentication Certificate, and Form of Assignment, shall be in
substantially the form set forth in Exhibit A hereto, with such omissions, insertions and variations
as may be necessary or desirable, and not prohibited by this Ordinance.
ARTICLE V.
SECURITY FOR THE CERTIFICATES
Section 5.1: Pledge and Levy of Taxes and Revenues. (a) To provide for the payment
of principal of and interest on the Certificates, there is hereby levied, within the limits prescribed
by law, for the current year and each succeeding year thereafter, while the Certificates or any
part of the principal thereof and the interest thereon remain outstanding and unpaid, an ad
valorem tax upon all taxable property within the City sufficient to pay the interest on the
Certificates and to create and provide a sinking fund of not less than 2% of the principal amount
of the Certificates or not less than the principal payable out of such tax, whichever is greater,
with full allowance being made for tax delinquencies and the costs of tax collection, and such
taxes, when collected, shall be applied to the payment of principal of and interest on the
Certificates by deposit to the Debt Service Fund and to no other purpose.
(b) The City hereby declares its purpose and intent to provide and levy a tax legally
sufficient to pay the principal of and interest on the Certificates, it having been determined that
the existing and available taxing authority of the City for such purpose is adequate to permit a
legally sufficient tax. As long as any Certificates remain outstanding, all moneys on deposit in,
or credited to, the Debt Service Fund shall be secured by a pledge of security, as provided by
law for cities in the State of Texas.
(c) In addition, pursuant to the authority of Chapter 1502, Texas Government Code,
as amended, the City also hereby pledges the revenues to be derived from the City’s System,
after the payment of all operation and maintenance expenses thereof (the “Net Revenues”), in
an amount not to exceed $10,000, to the payment of the principal of and interest on the
Certificates, provided that the pledge of Net Revenues is and shall be junior and subordinate in
all respects to the pledge of Net Revenues to the payment of any obligation of the City, whether
authorized heretofore or hereafter, which the City designates as having a pledge senior to the
pledge of the Net Revenues to the payment of the Certificates. The City also reserves the right
to issue, for any lawful purpose at any time, in one or more installments, bonds, certificates of
obligation and other obligations of any kind, secured in whole or in part by a pledge of Net
Revenues, that may be prior and superior in right to, on a parity with, or junior and subordinate
to the pledge of Net Revenues securing the Certificates.
Section 5.2: Debt Service Fund. The Certificates of Obligation, Series 2026B Debt
Service Fund (the “Debt Service Fund”) is hereby created as a special fund solely for the benefit
of the Certificates. The City shall establish and maintain such fund at an official City depository
and shall keep such fund separate and apart from all other funds and accounts of the City. Any
amount on deposit in the Debt Service Fund shall be maintained by the City in trust for the
Registered Owners of the Certificates. Such amount, plus any other amounts deposited by the
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City into such fund and any and all investment earnings on amounts on deposit in such fund,
shall be used only to pay the principal of, premium, if any, and interest on the Certificates.
Section 5.3: Further Proceedings. After the Certificates to be initially issued have been
executed, it shall be the duty of the Mayor or Mayor Pro Tem to deliver the Certificates to be
initially issued and all pertinent records and proceedings to the Attorney General for
examination and approval. After the Certificates to be initially issued shall have been approved
by the Attorney General, they shall be delivered to the Comptroller for registration. Upon
registration of the Certificates to be initially issued, the Comptroller (or a deputy lawfully
designated in writing to act for the Comptroller) shall manually sign the Comptroller’s registration
certificate prescribed herein to be affixed or attached to the Certificates to be initially issued, and
the seal of said Comptroller shall be impressed, or placed in facsimile, thereon.
ARTICLE VI.
CONCERNING THE PAYING AGENT/REGISTRAR
Section 6.1: Acceptance. BOKF, NA, is hereby appointed as the initial Paying
Agent/Registrar for the Certificates pursuant to the terms and provisions of the Paying
Agent/Registrar Agreement by and between the City and the Paying Agent/Registrar. The
Paying Agent/Registrar Agreement shall be substantially in the form attached hereto as Exhibit
B, the terms and provisions of which are hereby approved, and the Mayor or Mayor Pro Tem is
hereby authorized to execute and deliver such Paying Agent/Registrar Agreement on behalf of
the City in multiple counterparts and the City Secretary or Deputy City Secretary is hereby
authorized to attest thereto and affix the City’s seal. Such initial Paying Agent/Registrar and any
successor Paying Agent/Registrar, by undertaking the performance of the duties of the Paying
Agent/Registrar hereunder, and in consideration of the payment of any fees pursuant to the
terms of any contract between the Paying Agent/Registrar and the City and/or the deposits of
money pursuant to this Ordinance, shall be deemed to accept and agree to abide by the terms
of this Ordinance.
Section 6.2: Trust Funds. All money transferred to the Paying Agent/Registrar in its
capacity as Paying Agent/Registrar for the Certificates under this Ordinance (except any sums
representing Paying Agent/Registrar’s fees) shall be held in trust for the benefit of the City, shall
be the property of the City and shall be disbursed in accordance with this Ordinance.
Section 6.3: Certificates Presented. Subject to the provisions of Section 6.4, all
matured Certificates presented to the Paying Agent/Registrar for payment shall be paid without
the necessity of further instructions from the City. Such Certificates shall be canceled as
provided herein.
Section 6.4: Unclaimed Funds Held by the Paying Agent/Registrar. Funds held by the
Paying Agent/Registrar that represent principal of and interest on the Certificates remaining
unclaimed by the Registered Owner thereof after the expiration of three years from the date
such funds have become due and payable (a) shall be reported and disposed of by the Paying
Agent/Registrar in accordance with the provisions of Title 6 of the Texas Property Code, as
amended, to the extent such provisions are applicable to such funds, or (b) to the extent such
provisions do not apply to the funds, such funds shall be paid by the Paying Agent/Registrar to
the City upon receipt by the Paying Agent/Registrar of a written request therefor from the City.
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The Paying Agent/Registrar shall have no liability to the Registered Owners of the
Certificates by virtue of actions taken in compliance with this Section.
Section 6.5: Paying Agent/Registrar May Own Certificates. The Paying
Agent/Registrar in its individual or any other capacity, may become the owner or pledgee of
Certificates with the same rights it would have if it were not the Paying Agent/Registrar.
Section 6.6: Successor Paying Agents/Registrars. The City covenants that at all times
while any Certificates are Outstanding it will provide a legally qualified bank, trust company,
financial institution or other agency to act as Paying Agent/Registrar for the Certificates. The
City reserves the right to change the Paying Agent/Registrar for the Certificates on not less than
sixty (60) days’ written notice to the Paying Agent/Registrar, as long as any such notice is
effective not less than 60 days prior to the next succeeding principal or interest payment date on
the Certificates. Promptly upon the appointment of any successor Paying Agent/Registrar, the
previous Paying Agent/Registrar shall deliver the Register or a copy thereof to the new Paying
Agent/Registrar, and the new Paying Agent/Registrar shall notify each Registered Owner, by
United States mail, first class, postage prepaid, of such change and of the address of the new
Paying Agent/Registrar. Each Paying Agent/Registrar hereunder, by acting in that capacity,
shall be deemed to have agreed to the provisions of this Ordinance.
ARTICLE VII.
PROVISIONS CONCERNING SALE AND
APPLICATION OF PROCEEDS OF CERTIFICATES
Section 7.1: Sale of Certificates. The Certificates are hereby sold and shall be
delivered to the Underwriters: Robert W. Baird & Co. Incorporated, Academy Securities, Hilltop
Securities, Inc., and TD Financial Products at a price of $59,750,740.40 (which is the par
amount of the Certificates plus a net premium on the Certificates of $1,645,300.15, and less an
underwriters’ discount of $359,559.75), in accordance with the terms of the Purchase Contract
of even date herewith, attached hereto as Exhibit C, presented to and hereby approved by the
City Council, which price and terms are hereby found and determined to be the most
advantageous reasonably obtainable by the City and produced the lowest net effective interest
rate. The Mayor, Mayor Pro Tem, Chief Financial Officer, Interim Chief Financial Officer, City
Manager, Deputy City Manager, Assistant City Manager and Director of Finance are each
hereby authorized and directed to executed the Purchase Contract on behalf of the City, and the
Mayor, Mayor Pro Tem, City Secretary, Deputy City Secretary, City Manager, Deputy City
Manager, Assistant City Manager Chief Financial Officer and Interim Chief Financial Officer and
other appropriate officials of the City are hereby authorized to do any and all things necessary
or desirable to satisfy the conditions set out therein and to provide for the issuance and delivery
of the Certificates.
Section 7.2: Approval, Registration and Delivery. The Mayor or Mayor Pro Tem is
hereby authorized to have control and custody of the Certificates and all necessary records and
proceedings pertaining thereto pending their delivery, and the Mayor and other officers and
employees of the City are hereby authorized and directed to make such certifications and to
execute such instruments as may be necessary to accomplish the delivery of the Certificates
and to assure the investigation, examination and approval thereof by the Attorney General and
the registration of the initial Certificates by the Comptroller. Upon registration of the Certificates,
the Comptroller (or the Comptroller’s certificates clerk or an assistant certificates clerk lawfully
designated in writing to act for the Comptroller) shall manually sign the Comptroller’s
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Registration Certificates prescribed herein to be attached or affixed to each Certificates initially
delivered and the seal of the Comptroller shall be impressed or printed or lithographed thereon.
Section 7.3: Application of Proceeds of Certificates. Proceeds from the sale of the
Certificates shall, promptly upon receipt by the City, be applied as follows:
(1) Accrued interest, if any, shall be deposited into the Debt Service Fund
created in Section 5.2 of this Ordinance;
(2) Premium in the amount of $359,559.75 shall be applied to pay
underwriters’ discount, and premium in the amount of $234,569.40 shall be applied to
pay expenses arising in connection with the issuance of the Certificates;
(3) The remaining proceeds shall be applied, together with other funds of the
City, to provide funds to pay contractual obligations to be incurred for the purposes set
forth in Section 3.1 of this Ordinance.
Section 7.4: Tax Exemption. The City intends that the interest on the Certificates shall
be excludable from gross income of the owners thereof for federal income tax purposes
pursuant to Sections 103 and 141 through 150 of the Internal Revenue Code of 1986, as
amended, (the “Code”) and all applicable temporary, proposed and final regulations (the
“Regulations”) and procedures promulgated thereunder and applicable to the Certificates. For
this purpose, the City covenants that it will monitor and control the receipt, investment,
expenditure and use of all gross proceeds of the Certificates (including all property, the
acquisition, construction or improvement of which is to be financed directly or indirectly with the
proceeds of the Certificates) and take or omit to take such other and further actions as may be
required by Sections 103 and 141 through 150 of the Code and the Regulations to cause the
interest on the Certificates to be and remain excludable from the gross income, as defined in
Section 61 of the Code, of the owners of the Certificates for federal income tax purposes.
Without limiting the generality of the foregoing, the City shall comply with each of the following
covenants:
(a) The City shall not use, permit the use of or omit to use Gross Proceeds or any
other amounts (or any property the acquisition, construction or improvement of which is to be
financed directly or indirectly with Gross Proceeds) in a manner which, if made or omitted,
respectively, would cause the interest on any Certificate to become includable in the gross
income, as defined in Section 61 of the Code, of the owner thereof for federal income tax
purposes. Without limiting the generality of the foregoing, unless and until the City shall have
received a written opinion of counsel nationally recognized in the field of municipal bond law to
the effect that failure to comply with such covenant will not adversely affect the exemption from
federal income tax of the interest on any Certificate, the City shall comply with each of the
specific covenants in this Section.
(b) Except as permitted by Section 141 of the Code and the regulations and rulings
thereunder, the City shall, at all times prior to the last stated maturity of the Certificates,
(1) exclusively own, operate, and possess all property the acquisition,
construction, or improvement of which is to be financed directly or indirectly with Gross
Proceeds of such series of the Certificates and not use or permit the use of such Gross
Proceeds or any property acquired, constructed, or improved with such Gross Proceeds
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in any activity carried on by any person or entity other than a state or local government,
unless such use is solely as a member of the general public, or
(2) not directly or indirectly impose or accept any charge or other payment for
use of Gross Proceeds of such series of the Certificates or any property the acquisition,
construction or improvement of which is to be financed directly or indirectly with such
Gross Proceeds.
(c) Except to the extent permitted by Section 141 of the Code and the regulations
and rulings thereunder, the City shall not use Gross Proceeds of the Certificates to make or
finance loans to any person or entity other than a state or local government. For purposes of the
foregoing covenant, Gross Proceeds are considered to be “loaned” to a person or entity if (1)
property acquired, constructed or improved with Gross Proceeds is sold or leased to such
person or entity in a transaction which creates a debt for federal income tax purposes, (2)
capacity in or service from such property is committed to such person or entity under a take-or-
pay, output, or similar contract or arrangement, or (3) indirect benefits, or burdens and benefits
of ownership, of such Gross Proceeds or such property are otherwise transferred in a
transaction which is the economic equivalent of a loan.
(d) Except to the extent permitted by Section 148 of the Code and the regulations
and rulings thereunder, the City shall not, at any time prior to the earlier of the final stated
maturity or final payment of the Refunded Obligations, directly or indirectly invest Gross
Proceeds of such Certificates in any Investment (or use such Gross Proceeds to replace money
so invested), if as a result of such investment the Yield of all Investments allocated to such
Gross Proceeds whether then held or previously disposed of, exceeds the Yield on the
Refunded Obligations.
(e) Based on all of the facts and estimates now known or reasonably expected to be
in existence on the date the Certificates are delivered, the City reasonably expects that the
proceeds of the Certificates (to the extent any of such proceeds remain unexpended) will not be
used in a manner that would cause the Certificates or any portion thereof to be “arbitrage
bonds” within the meaning of Section 148 of the Code.
(f) At all times while the Certificates are outstanding, the City will identify and
properly account for all amounts constituting gross proceeds of the Certificates in accordance
with the Regulations. The City will monitor the yield on the investments of the proceeds of the
Certificates and, to the extent required by the Code and the Regulations, will restrict the yield on
such investments to a yield which is not materially higher than the yield on the Certificates. To
the extent necessary to prevent the Certificates from constituting “arbitrage bonds,” the City will
make such payments as are necessary to cause the yield on all yield restricted nonpurpose
investments allocable to the Certificates to be less than the yield that is materially higher than
the yield on the Certificates.
(g) The City will not take any action or knowingly omit to take any action, if taken or
omitted, would cause the Certificates to be treated as “federally guaranteed” obligations for
purposes of Section 149(b) of the Code.
(h) The City represents that not more than fifty percent (50%) of the proceeds of any
new money portion of the Certificates was invested in nonpurpose investments (as defined in
Section 148(f)(b)(A) of the Code) having a substantially guaranteed yield for four years or more
within the meaning of Section 149(g)(3)(A)(ii) of the Code, and the City reasonably expected at
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the time each issue of the Refunded Certificates was issued that at least eighty-five percent
(85%) of the spendable proceeds of the Certificates or the Refunded Certificates would be used
to carry out the governmental purpose of such Certificates within the corresponding three-year
period beginning on the respective dates of the Certificates or the Refunded Certificates.
(i) The City will take all necessary steps to comply with the requirement that certain
amounts earned by the City on the investment of the gross proceeds of the Certificates, if any,
be rebated to the federal government. Specifically, the City will (i) maintain records regarding
the receipt, investment and expenditure of the gross proceeds of the Certificates as may be
required to calculate such excess arbitrage profits separately from records of amounts on
deposit in the funds and accounts of the City allocable to other obligations of the City or moneys
which do not represent gross proceeds of any obligations of the City and retain such records for
at least six years after the day on which the last outstanding Certificate is discharged, (ii)
account for all gross proceeds under a reasonable, consistently applied method of accounting,
not employed as an artifice or device to avoid, in whole or in part, the requirements of Section
148 of the Code, including any specified method of accounting required by applicable
Regulations to be used for all or a portion of the gross proceeds, (iii) calculate, at such times as
are required by applicable Regulations, the amount of excess arbitrage profits, if any, earned
from the investment of the gross proceeds of the Certificates and (iv) timely pay, as required by
applicable Regulations, all amounts required to be rebated to the federal government. In
addition, the City will exercise reasonable diligence to assure that no errors are made in the
calculations required by the preceding sentence and, if such an error is made, to discover and
promptly correct such error within a reasonable amount of time thereafter, including payment to
the federal government of any delinquent amounts owed to it, including interest thereon and
penalty.
(j) The City will not indirectly pay any amount otherwise payable to the federal
government pursuant to the foregoing requirements to any person other than the federal
government by entering into any investment arrangement with respect to the gross proceeds of
the Certificates that might result in a reduction in the amount required to be paid to the federal
government because such arrangement results in smaller profit or a larger loss than would have
resulted if such arrangement had been at arm’s length and had the yield on the issue not been
relevant to either party.
(k) The City will timely file or cause to be filed with the Secretary of the Treasury of
the United States the information required by Section 149(e) of the Code with respect to the
Certificates on such form and in such place as the Secretary may prescribe.
(l) The City will not issue or use the Certificates as part of an “abusive arbitrage
device” (as defined in Section 1.148 10(a) of the Regulations). Without limiting the foregoing,
the Certificates are not and will not be a part of a transaction or series of transactions that
attempts to circumvent the provisions of Section 148 of the Code and the Regulations, by (i)
enabling the City to exploit the difference between tax exempt and taxable interest rates to gain
a material financial advantage, or (ii) increasing the burden on the market for tax-exempt
obligations.
(m) Proper officers of the City charged with the responsibility for issuing the
Certificates are hereby directed to make, execute and deliver certifications as to facts, estimates
or circumstances in existence as of the Issue Date and stating whether there are facts,
estimates or circumstances that would materially change the City’s expectations. On or after the
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Issue Date, the City will take such actions as are necessary and appropriate to assure the
continuous accuracy of the representations contained in such certificates.
(n) The covenants and representations made or required by this Section are for the
benefit of the Certificate holders and any subsequent Certificate holder, and may be relied upon
by the Certificate holder and any subsequent Certificate holder and bond counsel to the City.
In complying with the foregoing covenants, the City may rely upon an unqualified opinion
issued to the City by nationally recognized bond counsel that any action by the City or reliance
upon any interpretation of the Code or Regulations contained in such opinion will not cause
interest on the Certificates to be includable in gross income for federal income tax purposes
under existing law.
Notwithstanding any other provision of this Ordinance, the City’s representations and
obligations under the covenants and provisions of this Section 7.4 shall survive the defeasance
and discharge of the Certificates for as long as such matters are relevant to the exclusion of
interest on the Certificates from the gross income of the owners for federal income tax
purposes.
Section 7.5: Related Matters. In order that the City shall satisfy in a timely manner all
of its obligations under this Ordinance, the Mayor, Mayor Pro Tem, City Secretary, Deputy City
Secretary, City Manager, Deputy City Manager, Assistant City Manager, the Interim Chief
Financial Officer and all other appropriate officers, agents, representatives and employees of
the City are hereby authorized and directed to take all other actions that are reasonably
necessary to provide for the issuance and delivery of the Certificates, including, without
limitation, executing and delivering on behalf of the City all certificates, consents, receipts,
requests, notices, and other documents as may be reasonably necessary to satisfy the City’s
obligations under this Ordinance and to direct the transfer and application of funds of the City
consistent with the provisions of this Ordinance.
ARTICLE VIII.
MISCELLANEOUS
Section 8.1: Defeasance. The Certificates shall be defeased in any manner now or
hereafter permitted by law.
Section 8.2: Application of Chapter 1208, Government Code. Chapter 1208,
Government Code, applies to the issuance of the Certificates and the pledge of the taxes
granted by the City under Section 5.1 of this Ordinance, and such pledge is therefore valid,
effective and perfected. If Texas law is amended at any time while the Certificates are
outstanding and unpaid such that the pledge of the taxes granted by the City under Section 5.1
of this Ordinance is to be subject to the filing requirements of Chapter 9, Business & Commerce
Code, then in order to preserve to the Registered Owners of the Certificates the perfection of
the security interest in said pledge, the City agrees to take such measures as it determines are
reasonable and necessary under Texas law to comply with the applicable provisions of Chapter
9, Business & Commerce Code and enable a filing to perfect the security interest in said pledge
to occur.
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Section 8.3: Ordinance a Contract - Amendments. This Ordinance shall constitute a
contract with the Registered Owners from time to time, be binding on the City, and shall not be
amended or repealed by the City so long as any Certificate remains Outstanding except as
permitted in this Section. The City may, without the consent of or notice to any Registered
Owners, from time to time and at any time, amend this Ordinance in any manner not detrimental
to the interests of the Registered Owners, including the curing of any ambiguity, inconsistency,
or formal defect or omission herein. In addition, the City may, with the consent of Registered
Owners who own in the aggregate 51% of the principal amount of the Certificates then
Outstanding, amend, add to, or rescind any of the provisions of this Ordinance; provided that,
without the consent of all Registered Owners of Outstanding Certificates, no such amendment,
addition, or rescission shall (i) extend the time or times of payment of the principal of and
interest on the Certificates, reduce the principal amount thereof, the redemption price, or the
rate of interest thereon, or in any other way modify the terms of payment of the principal of or
interest on the Certificates, (ii) give any preference to any Certificate over any other Certificate,
or (iii) reduce the aggregate principal amount of Certificates required to be held by Registered
Owners for consent to any such amendment, addition, or rescission.
Section 8.4: Legal Holidays. In any case where the date interest accrues and
becomes payable on the Certificates or principal of the Certificates matures or the date fixed for
redemption of any Certificates or a Record Date shall be in the City a Saturday, Sunday, legal
holiday or a day on which banking institutions are authorized by law to close, then payment of
interest or principal need not be made on such date, or the Record Date shall not occur on such
date, but payment may be made or the Record Date shall occur on the next succeeding day
which is not in the City a Saturday, Sunday, legal holiday or a day on which banking institutions
are authorized by law to close with the same force and effect as if (i) made on the date of
maturity or the date fixed for redemption and no interest shall accrue for the period from the
date of maturity or redemption to the date of actual payment or (ii) the Record Date had
occurred on the fifteenth day of that calendar month.
Section 8.5: No Recourse Against City Officials. No recourse shall be had for the
payment of principal of or interest on any Certificates or for any claim based thereon or on this
Ordinance against any official of the City or any person executing any Certificates.
Section 8.6: Further Proceedings. The Mayor, Mayor Pro Tem, City Secretary, Deputy
City Secretary, Interim Chief Financial Officer, City Manager, Deputy City Manager, Assistant
City Manager and other appropriate officials of the City are hereby authorized and directed to do
any and all things necessary and/or convenient to carry out the terms of this Ordinance.
Section 8.7: Severability. If any Section, paragraph, clause or provision of this
Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or
unenforceability of such Section, paragraph, clause or provision shall not affect any of the
remaining provisions of this Ordinance.
Section 8.8: Power to Revise Form of Documents. Notwithstanding any other
provision of this Ordinance, the Mayor or Mayor Pro Tem is hereby authorized to make or
approve such revisions, additions, deletions, and variations to this Ordinance and in the form of
the documents attached hereto as exhibits as, in the judgment of the Mayor or Mayor Pro Tem,
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, or as may be required for approval of the
Certificates by the Attorney General of Texas; provided, however, that any changes to such
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documents resulting in substantive amendments to the terms and conditions of the Certificates
or such documents shall be subject to the prior approval of the City Council.
Section 8.9: Open Meeting. It is hereby found, determined and declared that a
sufficient written notice of the date, hour, place and subject of the meeting of the City Council at
which this Ordinance was adopted was posted at a place convenient and readily accessible at
all times to the general public at City Hall for the time required by law preceding this meeting, as
required by the Open Meetings Law, Chapter 551, Texas Government Code, and that this
meeting has been open to the public as required by law at all times during which this Ordinance
and the subject matter thereof has been discussed, considered and formally acted upon. The
City Council further ratifies, approves and confirms such written notice and the contents and
posting thereof.
Section 8.10: Official Statement. The City Council hereby approves the form and
content of the Preliminary Official Statement prepared for the initial offering and sale of the
Certificates and hereby authorizes the preparation of a final Official Statement reflecting the
terms of sale and other relevant matters. The use of such Official Statement in the reoffering of
the Certificates by the Underwriters is hereby approved and authorized.
Section 8.11: Repealed. All orders, resolutions and ordinances, or parts thereof,
inconsistent herewith are hereby repealed to the extent of such inconsistency.
Section 8.12: Continuing Disclosure Undertaking. (a) Annual Reports. The City will
provide certain updated financial information and operating data to the MSRB annually in an
electronic format as prescribed by the MSRB and available via the Electronic Municipal Market
Access (“EMMA”) system at www.emma.msrb.org. The information to be updated includes all
quantitative financial information and operating data with respect to the City of the general type
included in the final Official Statement in Tables 1-3 and 5-13 and in APPENDIX “B.” The City
will update and provide this information within six months after the end of each fiscal year.
If the City changes its fiscal year, it will submit a notice of such change to the MSRB,
and the date of the new fiscal year end prior to the next date by which the City otherwise would
be required to provide financial information and operating data pursuant to this Section.
The financial information and operating data to be provided may be set forth in full in one
or more documents or may be included by specific reference to any document available to the
public on the MSRB’s Internet Web site or filed with the SEC, as permitted by the SEC Rule.
The updated information will include audited financial statements, if the City commissions an
audit and it is completed by the required time. If audited financial statements are not available
by the required time, the City will provide unaudited financial statements by the required time
and audited financial statements when and if such audited statements become available. Any
such financial statements will be prepared in accordance with the accounting principles
described in APPENDIX B or such other accounting principles as the City may require to
employ from time to time pursuant to State law or regulation.
(b) Material Event Notices. The City shall notify the MSRB in an electronic format
prescribed by the MSRB, in a timely manner (not in excess of ten (10) days after the occurrence
of the event), of any of the following events with respect to the Certificates:
(i) Principal and interest payment delinquencies;
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(ii) 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 Certificates, or other material events
affecting the tax status of the Certificates;
(vii) Modifications to rights of holders of the Certificates, if material;
(viii) Certificate calls, if material, and tender offers;
(ix) Defeasances;
(x) Release, substitution, or sale of property securing repayment of the
Certificates, if material;
(xi) Rating changes;
(xii) Bankruptcy, insolvency, receivership or similar event of the City;
(xiii) The consummation of a merger, consolidation, or acquisition involving the
City or the sale of all or substantially all of the assets of the City, other
than in the ordinary course of business, the entry into a definitive
agreement to undertake such an action or the termination of a definitive
agreement relating to any such actions, other than pursuant to its terms, if
material;
(xiv) Appointment of a successor Paying Agent/Registrar or change in the
name of the Paying Agent/Registrar, if material;
(xv) Incurrence of a Financial Obligation of the City, if material, or agreement
to covenants, events of default, remedies, priority rights, or other similar
terms of a Financial Obligation of the City, any of which affect security
holders, if material; and
(xvi) Default, event of acceleration, termination event, modification of terms, or
other similar events under the terms of a Financial Obligation of the City,
any of which reflect financial difficulties.
For the purposes, any event described in the immediately preceding paragraph (xii) is
considered to occur when any of the following occur the appointment of a receiver, fiscal agent
or similar officer for the City in a proceeding Under States Bankruptcy Code or any other
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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 “2018 Release”) and any further written guidance provided by the SEC or its staff with
respect to the amendments to Rule 15c2-12 effected by the 2018 Release.
The Mayor, Mayor Pro Tem City Secretary, Deputy City Secretary, City Manager,
Deputy City Manager, Assistant City Manager, Chief Financial Officer and other appropriate
officials of the City are authorized and directed to establish and implement written procedures to
ensure compliance with the reporting requirements imposed by this Section. Such procedures
may be modified and amended by the Mayor, Mayor Pro Tem, City Secretary, Deputy City
Secretary, City Manager, Deputy City Manager, Assistant City Manager, Chief Financial Officer
and other appropriate officials of the City from time to time to the extent the modification or
amendment of such procedures are deemed necessary, useful or appropriate.
The City shall notify the MSRB, in a timely manner, of any failure by the City to provide
financial information or operating data in accordance this Section by the time required by such
Section.
(c) Limitations, Disclaimers, and Amendments. The City shall be obligated to
observe and perform the covenants specified in this Section for so long as, but only for so long
as, the City remains an “obligated person” with respect to the Certificates within the meaning of
the Rule, except that the City in any event will give notice of any deposit made in accordance
with Texas law that causes Certificates no longer to be outstanding.
The provisions of this Section are for the sole benefit of the holders and the beneficial
owners of the Certificates, and nothing in this Section, express or implied, shall give any benefit
or any legal or equitable right, remedy, or claim hereunder to any other person. The City
undertakes to provide only the financial information, operating data, financial statements, and
notices which it has expressly agreed to provide pursuant to this Section and does not hereby
undertake to provide any other information that may be relevant or material to a complete
presentation of the City’s financial results, condition, or prospects or hereby undertake to update
any information provided in accordance with this Section or otherwise, except as expressly
provided herein. The City does not make any representation or warranty concerning such
information or its usefulness to a decision to invest in or sell Certificates at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR
BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN CONTRACT OR
TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE
CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT
SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON,
IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE
UNLIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.
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No default by the City in observing or performing its obligations under this Section shall
comprise a breach of or default under this Order for purposes of any other provision of this
Order.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
The provisions of this Section may be amended by the City from time to time to adapt to
changed circumstances that arise from a change in legal requirements, a change in law, or a
change in the identity, nature, or status or type of principal payment of the City, if (1) the
agreement, as so amended, would have permitted an underwriter to purchase or sell
Certificates in the initial primary offering in compliance with the Rule, taking into account any
amendments or interpretations of the Rule to the date of such amendment, as well as such
changed circumstances, and (2) either (a) the holders of a majority in aggregate amount of the
outstanding Certificates consent to such amendment or (b) a person unaffiliated with the City
(such as nationally recognized bond counsel) determines that the amendment will not materially
impair the interests of the holders and beneficial owners of the Certificates. The City may also
amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or
repeals the applicable provisions of the Rule or a court of final jurisdiction enters judgment that
such provisions of the Rule are invalid, but only if and to the extent that the provisions of this
sentence would not prevent an underwriter from lawfully purchasing or selling Certificates in the
primary offering of the Certificates. If any such amendment is made, the City will include in its
next annual update an explanation in narrative form of the reasons for the change and its impact
on the type of operating data or financial information being provided.
Section 8.13: Declaration of Emergency. It is hereby officially found and determined
that a case of emergency and urgent public necessity exists that requires that this Ordinance be
passed finally and take effect immediately on the date of its introduction, such emergency and
urgent public necessity being that the proceeds from the sale of the Certificates are required as
soon as possible and without delay for the purposes set forth herein.
Section 8.14: No Personal Liability. No recourse shall be had for payment of the
principal of or interest on any Certificates or for any claim based thereon, or on this Ordinance,
against any official or employee of the City or any person executing any Certificates.
Section 8.15: Effective Date. This Ordinance shall be in force and effect from and after
its passage on the date shown below.
[signature page follows]
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Signature Page to Ordinance No. 2026-1658
56331712v.2
PASSED and APPROVED ON FIRST AND ONLY READING this the 24th day of
August, A. D., 2026.
________________________________
QUENTIN WILTZ
MAYOR
ATTEST:
______________________________
FRANCES AGUILAR, TRMC, MMC
CITY SECRETARY
APPROVED AS TO FORM:
______________________________
LAWRENCE G. PROVINS
CITY ATTORNEY
Exhibit A — Form of Certificate
Exhibit B — Paying Agent/Registrar Agreement
Exhibit C — Purchase Contract
Docusign Envelope ID: 193274A8-3088-8CD8-8286-66B9C20BA5A4
PASSED AND APPROVED on the first reading pursuant to Section 3.10 of the City Charter
this August 24, 2026.
CITY OF PEARLAND, TEXAS
ATTEST
City •:-cretary
(SEAL)
w f
.�
Exhibit A — Form of Certificate",►„r«,w woof
Exhibit B — Paying Agent/Registrar Agreement
Exhibit C — Purchase Contract
Signature Page to Ordinance No. 2026-
56331712v.1
A-1
56331712v.2
EXHIBIT A
FORM OF CERTIFICATE
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF PEARLAND, TEXAS
CERTIFICATE OF OBLIGATION, SERIES 2026B
NUMBER DENOMINATION
1R- $________________
REGISTERED
2INTEREST RATE: 2MATURITY DATE: DATED DATE: 2CUSIP:
September 1, _____ September 1, 2026
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
3THE CITY OF PEARLAND, TEXAS, a municipal corporation of the State of Texas (the
“City”), for value received, hereby promises to pay to the Registered Owner identified above or
its registered assigns, on the Maturity Date specified above, upon presentation and surrender of
this Certificate at the principal corporate trust office of BOKF, NA, Dallas, Texas or its successor
(the “Paying Agent/Registrar”), the principal amounts identified above (or so much thereof as
shall not have been paid or deemed to have been paid upon prior redemption) payable in any
coin or currency of the United States of America which on the date of payment of such principal
is legal tender for the payment of debts due to the United States of America, and to pay interest
thereon at the rate shown above, calculated on a basis of a 360-day year composed of twelve
30-day months, from the later of the date of delivery which is September 24, 2026, or the most
recent interest payment date to which interest has been paid or duly provided for. Interest on
this Certificate is payable by check on March 1 and September 1, beginning on March 1, 2027,
mailed to the registered owner of record as of the close of business on the last business day of
the month next preceding each interest payment date.
1 Initial Certificate shall be numbered I-1.
2 Omitted from initial Certificate.
3 The first sentence of the initial Certificate shall read as follows:
THE CITY OF PEARLAND, TEXAS, a municipal corporation of the State of Texas (the “City”),
for value received, hereby promises to pay to the Registered Owner identified above or its
registered assigns, on September 1 of the year of maturity specified below (or so much thereof as
shall not have been paid or deemed to have been paid upon prior redemption), upon presentation
and surrender of this Certificate at the office of BOKF, NA, Dallas, Texas, or its successor (the
“Paying Agent/Registrar”), the principal amount identified set forth in the following
schedule[Insert information regarding years of maturity, principal amounts and interest rates from
the Section 3.3 of the Ordinance] payable in any coin or currency of the United States of America
which on the date of payment of such principal is legal tender for the payment of debts due to the
United States of America, and to pay interest thereon at the rate shown above, calculated on a
basis of a 360-day year composed of twelve 30-day months, from the later of the date of delivery
which is September 24, 2026 or the most recent interest payment date to which interest has been
paid or duly provided for.
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56331712v.2
THIS CERTIFICATE IS ONE OF A DULY AUTHORIZED SERIES OF CERTIFICATES
(the “Certificates”) in the aggregate principal amount of $58,465,000 issued pursuant to an
ordinance adopted by the City Council of the City on August 24, 2026 (the “Ordinance”) for the
purpose of providing all or part of the funds to pay contractual obligations to be incurred for the
construction of public works and the purchase of materials, supplies, equipment, machinery,
buildings, land and rights-of-way for authorized needs and purposes and for the payment of
contractual obligations for professional services, to wit (i) construction, improvements and
expansion to the Barry Rose Water Reclamation Facility in the City, (ii) other construction,
rehabilitation, repairs, improvements, additions and extensions to the City’s water and sewer
system, and (iii) professional services rendered in connection with the above listed projects.
4THIS CERTIFICATE shall not be valid or obligatory for any purpose or be entitled to
any benefit under the Ordinance unless this Certificate is authenticated by the Paying
Agent/Registrar by due execution of the authentication certificate endorsed hereon.
THE CITY RESERVES THE RIGHT, at its option, to redeem, prior to their maturity,
Certificates maturing on and after September 1, 2037, in whole or in part, on September 1, 2036
or any date thereafter, at par plus accrued interest to the date fixed for redemption.
THE CERTIFICATES maturing on September 1 in the years 2051 and 2056 (the “Term
Certificates”) are subject to mandatory sinking fund redemption in the following amounts
(subject to reduction as hereinafter provided), on the following dates, in each case at a
redemption price equal to the principal amount of the Certificates or the portions thereof so
called for redemption plus accrued interest to the date fixed for redemption:
$11,765,000 Term Certificates Due September 1, 2051 Redemption Date (September
1) Principal Amount ($)
$18,365,000 Term Certificates Due September 1, 2056 Redemption Date (September
1) Principal Amount ($)
4 In the initial Certificate, this paragraph shall read as follows:
THIS CERTIFICATE shall not be valid or obligatory for any purpose or be entitled to any benefit
under the Ordinance unless this Certificate is registered by the Comptroller of Public Accounts of
the State of Texas by due execution of the registration certificate endorsed hereon.
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The particular Term Certificates to be redeemed shall be selected by the Registrar by lot
or other customary random selection method, on or before July 15 of each year in which Term
Certificates are to be mandatorily redeemed. The principal amount of Term Certificates to be
mandatorily redeemed in each year shall be reduced by the principal amount of such Term
Certificates that have been optionally redeemed and which have not been made the basis for a
previous reduction.
CERTIFICATES MAY BE REDEEMED IN PART only in integral multiples of $5,000. If a
Certificate subject to redemption is in a denomination larger than $5,000, a portion of such
Certificate may be redeemed, but only in integral multiples of $5,000. In selecting portions of
Certificates for redemption, each Certificate shall be treated as representing that number of
Certificates of $5,000 denomination which is obtained by dividing the principal amount of such
Certificate by $5,000. Upon surrender of any Certificate for redemption in part, the Paying
Agent/Registrar, in accordance with the provisions of the Ordinance, shall authenticate and
deliver in exchange therefor a Certificate or Certificates of like maturity and interest rate in an
aggregate principal amount equal to the unredeemed portion of the Certificate so surrendered.
NOTICE OF ANY SUCH REDEMPTION, identifying the Certificates or portions thereof
to be redeemed, shall be sent by United States mail, first class, postage prepaid, to the
Registered Owners thereof at their addresses as shown on the books of registration kept by the
Paying Agent/Registrar, not less than thirty (30) days before the date fixed for such redemption.
By the date fixed for redemption, due provision shall be made with the Paying Agent/Registrar
for the payment of the redemption price of the Certificates called for redemption. If such notice
of redemption is given, and if due provision for such payment is made, all as provided above,
the Certificates which are to be so redeemed thereby automatically shall be redeemed prior to
their scheduled maturities, they shall not bear interest after the date fixed for redemption, and
they shall not be regarded as being outstanding except for the purpose of being paid with the
funds so provided for such payment.
THIS CERTIFICATE IS TRANSFERABLE only upon presentation and surrender at the
principal corporate trust office of the Paying Agent/Registrar, accompanied by an assignment
duly executed by the Registered Owner or its authorized representative, subject to the terms
and conditions of the Ordinance.
THIS CERTIFICATE IS EXCHANGEABLE at the principal corporate trust office of the
Paying Agent/Registrar for a Certificate or Certificates of the same maturity and interest rate
and in the principal amount of $5,000 or any integral multiple thereof, subject to the terms and
conditions of the Ordinance.
THE PAYING AGENT/REGISTRAR is not required to accept for transfer or exchange
any Certificate called for redemption, in whole or in part, during the forty-five (45) day period
immediately prior to the date fixed for redemption; provided, however, that such limitation shall
not apply to the transfer or exchange by the Registered Owner of an unredeemed portion of a
Certificate called for redemption in part.
THE CITY OR PAYING AGENT/REGISTRAR may require the Registered Owner of any
Certificate to pay a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with the transfer or exchange of a Certificate. Any fee or charge of the
Paying Agent/Registrar for a transfer or exchange shall be paid by the City.
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56331712v.2
THE REGISTERED OWNER of this Certificate by acceptance hereof, acknowledges
and agrees to be bound by all the terms and conditions of the Ordinance.
IT IS HEREBY DECLARED AND REPRESENTED that this Certificate has been duly
and validly issued and delivered; that all acts, conditions and things required or proper to be
performed, exist and to be done precedent to or in the issuance and delivery of this Certificate
have been performed, exist and have been done in accordance with law; that the Certificates do
not exceed any constitutional or statutory limitation; and that annual ad valorem taxes sufficient
to provide for the payment of the interest on and principal of this Certificate, as such interest
comes due and such principal matures, have been levied and ordered to be levied, within the
limits prescribed by law, against all taxable property in the City and have been irrevocably
pledged for such payment.
IT IS FURTHER DECLARED AND REPRESENTED that the revenues to be derived
from the City’s water and sewer system, after the payment of all operation and maintenance
expenses thereof (the “Net Revenues”), in an amount not to exceed $10,000, are pledged to the
payment of the principal of and interest on the Certificates, provided that the pledge of Net
Revenues is and shall be junior and subordinate in all respects to the pledge of Net Revenues
to the payment of any obligation of the City, whether authorized heretofore or hereafter, which
the City designates as having a pledge senior to the pledge of the Net Revenues to the payment
of the Certificates. The City also reserves the right to issue, for any lawful purpose at any time,
in one or more installments, bonds, certificates of obligation and other obligations of any kind,
secured in whole or in part by a pledge of Net Revenues, that may be prior and superior in right
to, on a parity with, or junior and subordinate to the pledge of Net Revenues securing the
Certificates.
REFERENCE IS HEREBY MADE TO THE ORDINANCE, a copy of which is filed with
the Paying Agent/Registrar, for the full provisions thereof, to all of which the Registered Owners
of the Certificates assent by acceptance of the Certificates.
IN WITNESS WHEREOF, the City has caused its corporate seal to be impressed or
placed in facsimile hereon and this Certificate to be signed by the Mayor or Mayor Pro Tem,
countersigned by the City Secretary, Deputy City Secretary or Interim City Secretary by their
manual, lithographed or printed facsimile signatures.
CITY OF PEARLAND, TEXAS
___________________________________
Mayor
(SEAL)
COUNTERSIGNED
______________________________________
City Secretary
* * *
FORM OF COMPTROLLER’S REGISTRATION CERTIFICATE
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56331712v.2
The following form of Comptroller’s Registration Certificate shall be attached or affixed to
each of the Certificates initially delivered:
OFFICE OF THE COMPTROLLER §
OF PUBLIC ACCOUNTS § REGISTER NO.
THE STATE OF TEXAS §
I hereby certify that this certificate has been examined, certified as to validity and
approved by the Attorney General of the State of Texas, and that this certificate has been
registered by the Comptroller of Public Accounts of the State of Texas.
WITNESS MY SIGNATURE AND SEAL OF OFFICE this .
______________________________________
Acting Comptroller of Public Accounts
of the State of Texas
(SEAL)
* * *
FORM OF PAYING AGENT/REGISTRAR’S AUTHENTICATION CERTIFICATE
The following form of authentication certificate shall be printed on the face of each of the
Certificates other than those initially delivered:
AUTHENTICATION CERTIFICATE
This Certificate is one of the Certificates described in and delivered pursuant to the
within mentioned Ordinance; and, except for the Certificates initially delivered, this Certificate
has been issued in exchange for or replacement of a Certificate, Certificates, or a portion of a
Certificate or Certificates of an issue which originally was approved by the Attorney General of
the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas.
BOKF, NA,
as Paying Agent/Registrar
By: ___________________________________
Authorized Signature
Date of Authentication: ___________________
* * *
FORM OF ASSIGNMENT
The following form of assignment shall be printed on the back of each of the Certificates
(other than the Initial Certificate):
ASSIGNMENT
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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 such bond on the books kept for registration thereof, with full
power of substitution in the premises.
DATED:
Signature Guaranteed:
Registered Owner
member firm of the New York Stock Exchange
or a commercial bank or trust company.
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.
* * *
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EXHIBIT B
PAYING AGENT/REGISTRAR AGREEMENT
See Tab 6
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EXHIBIT C
PURCHASE CONTRACT
See Tab 5
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