Ord. 1174 2004-08-09 In ProcessThis Document is
being Processed
ORDINANCE NO. 1174
AN ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF PEARLAND,
TEXAS CERTIFICATES OF OBLIGATION, SERIES 2004; PRESCRIBING THE TERMS
AND FORM THEREOF; PROVIDING FOR THE PAYMENT OF THE PRINCIPAL
THEREOF AND INTEREST THEREON; AWARDING THE SALE THEREOF;
AUTHORIZING THE PREPARATION AND DISTRIBUTION OF AN OFFICIAL
STATEMENT TO BE USED IN CONNECTION WITH THE SALE OF THE CERTIFICATES;
[AUTHORIZING THE PURCHASE OF BOND INSURANCE;] MAKING OTHER
PROVISIONS REGARDING SUCH CERTIFICATES, INCLUDING USE OF THE
PROCEEDS THEREOF, AND MATTERS INCIDENT THERETO; AND DECLARING AN
EMERGENCY
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF PEARLAND:
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) the following street, right-of-way and street related projects
located in the City: construction and improvements to the Magnolia Road Overpass (from State
Highway 35 to Veterans Drive); construction and improvements to Dixie Farm Road (from
Beamer Road to State Highway 35); construction and improvements to Pearland Parkway (from
FM 518 to Beltway 8); construction and improvements to McHard Road (from State Highway 35
to Pearland Parkway); construction and improvements to Mykawa Road (from Beltway 8 to the
McHard Road Overpass); acquisition of right -of -way along FM 518 (west of State Highway
288); construction of a secondary collector connection (between proposed McHard Road and
Alice Street); construction and improvements to Kirby Drive (from Beltway 8 to Shadow Creek
Parkway); and miscellaneous alignment and feasibility studies for future roadways in the City,
(ii) City-wide water meter replacement, (iii) the following drainage and drainage related projects:
construction and improvements to Town Ditch (between State Highway 35 and Old Alvin Road);
studies and site work for a regional storm detention facility (to be located on Beltway 8 at
Mykawa); studies and site work for a regional stormwater detention facility (to be located near
Beltway 8 and State Highway 288); and certain detention pond improvements at the City's
Southwest Environmental Center (located on Harkey Road) and DLS (located on Pearland
Parkway), (iv) construction of a recycling center at the City's Southwest Environmental Center
(located on Harkey Road), (v) various improvements to the City's Fire Department training
facility (located at the City's Police Station site), (vi) acquisition and refurbishment of a property
HOU:2332211.1
(located adjacent to the Orange Street Service Center) to be used for parks maintenance and
storage purposes, and (vii) 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 2004 (the "Certificates") to the effect that the City Council was
tentatively scheduled to meet at 7:30 p.m. on August 9, 2004 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 9, 2004, or the date of passage of this Ordinance.
(e) 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.
"Certificate" or "Certificates" shall mean any or all of the City of Pearland, Texas
Certificates of Obligation, Series 2004, 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.
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"Comptroller" shall mean the Comptroller of Public Accounts of the State of Texas.
"Fiscal Year" shall mean the City's then designated fiscal year, which currently is the
twelve-month period beginning on the first day of October of a calendar year and ending on the
last day of September of the next succeeding calendar year and each such period may be
designated with the number of the calendar year in which such period ends.
"Interest Payment Date," when used in connection with any Certificate, shall mean
March 1, 2005, and each March 1 and September 1 thereafter until maturity or earlier redemption
of such Certificate.
"Issuance Date" shall mean the date on which the Certificates are delivered to and paid
for by the Purchaser.
hereto.
"Ordinance" shall mean this Ordinance and all amendments hereof and supplements
"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 Wells Fargo Bank Texas, N.A., Houston, Texas,
and its successors in that capacity.
"Purchaser" shall mean the entity or entities specified in Section 6.1 hereof.
"Record Date" shall mean the close of business on the fifteenth 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.
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. (a) 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 TWENTY ONE MILLION AND NO/100
DOLLARS ($21,000,000) 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 2004," and shall be
dated September 1, 2004. The Certificates shall bear interest at the rates set forth in Section 3.3
below, from the later of September 1, 2004 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, 2005, and each March 1 and September 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, Denomination, Interest Rates and Maturities. The Certificates
shall be initially issued bearing the numbers, in the principal amounts and bearing interest at the
rates set forth in the following schedule, and may be transferred and exchanged as set out in this
Ordinance. The Certificates shall mature on March 1 in each of the years and in the amounts set
out in such schedule. Certificates delivered in transfer of or in exchange for other Certificates
shall be numbered in order of their authentication by the Paying Agent/Registrar, shall be in the
denomination of $5,000 or integral multiples thereof and shall mature on the same date and bear
interest at the same rate as the Certificate or Certificates in lieu of which they are delivered.
Certificate Year of Principal Interest
Number Maturity Amount Rate
I-1 2006 $ 100,000
I-2 2007 100,000
I-3 2008 100,000
I-4 2009 290,000
I-5 2010 340,000
I-6 2011 365,000
I-7 2012 380,000
I-8 2013 385,000
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I-9 2014 710,000
I-10 2015 710,000
I-11 2016 730,000
I-12 2017 1,030,000
I-13 2018 1,070,000
I-14 2019 1,160,000
I-15 2020 1,175,000
I-16 2021 1,195,000
I-17 2022 1,210,000
I-18 2023 1,510,000
I-19 2024 1,580,000
I-20 2025 1,625,000
I-21 2026 1,675,000
I-22 2027 1,730,000
I-23 2028 1,830,000
Section 3.4: Redemption Prior to Maturity. (a) Optional Redemption. The Certificates
maturing on and after March 1, 2015 are subject to redemption prior to maturity, at the option of
the City, in whole or in part, on March 1, 2014, or any date thereafter, at par plus accrued interest
to the date fixed for redemption.
(b) 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.
(c) 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.
Section 3.5: Manner of Payment, Characteristics, Execution and Authentication. The
Paying Agent/Registrar is hereby appointed the paying 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
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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 Andrews Kurth LLP, Houston, Texas, Bond Counsel,
may be printed on the back of the Certificates over the certification of the City Secretary, which
may be executed in facsimile. CUSIP numbers also may be printed on the Certificates, but errors
or omissions in the printing of either the opinion or the numbers shall have no effect on the
validity of the Certificates.
Section 3.6: 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 3.7: Ownership. The City, the Paying Agent/Registrar and any other person
may treat the person in whose name any Certificate is registered as the absolute owner of such
Certificate for the purpose of making and receiving payment of the principal thereof and interest
thereon and for all other purposes, whether or not such Certificate is overdue, and neither the
City nor the Paying Agent/Registrar shall be bound by any notice or knowledge to the contrary.
All payments made to the person deemed to be the Registered Owner of any Certificate in
accordance with this Section shall be valid and effective and shall discharge the liability of the
City and the Paying Agent/Registrar upon such Certificate to the extent of the sums paid.
Section 3.8: 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 the City Administrator's
office 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.
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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 3.9: Replacement Certificates. Upon the presentation and surrender to the
Paying Agent/Registrar of a damaged or mutilated Certificate, the Paying Agent/Registrar shall
authenticate and deliver in exchange therefor a replacement Certificate, of the same maturity,
interest rate and principal amount, bearing a number not contemporaneously outstanding. The
City or the Paying Agent/Registrar may require the Registered Owner of such Certificate to pay
a sum sufficient to cover any tax or other governmental charge that may be imposed in
connection therewith and any other expenses connected therewith, including the fees and
expenses of the Paying Agent/Registrar and the City.
If any Certificate is lost, apparently destroyed or wrongfully taken, the City, pursuant to
the applicable laws of the State of Texas and ordinances of the City, and in the absence of notice
or knowledge 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;
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(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 3.10: 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.
ARTICLE IV
FORM OF CERTIFICATES
The Certificates, including the Form of Comptroller's Registration Certificate, Form of
Paying Agent/Registrar Authentication Certificate [, Statement of Insurance] and Form of
Assignment, shall be in substantially the following forms, with such omissions, insertions and
variations as may be necessary or desirable, and not prohibited by this Ordinance:
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UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF PEARLAND, TEXAS
NUMBER DENOMINATION
R-
REGISTERED CERTIFICATE OF OBLIGATION REGISTERED
SERIES 2004
INTEREST RATE: DATED DATE: MATURITY DATE: CUSIP:
September 1, 2004 March 1,
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
THE CITY OF PEARLAND, TEXAS, a municipal corporation of the State of Texas (the
"City"), for value received, hereby promises to pay to the Registered Owner identified above or
its registered assigns, on the maturity date specified above (or on earlier redemption as herein
provided), upon presentation and surrender of this Certificate at the principal corporate trust
office of Wells Fargo Bank Texas, N.A., Houston, Texas, or its successor (the "Paying
Agent/Registrar"), the principal amount 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 Dated Date identified above or the most recent interest payment date to
which interest has been paid or duly provided for. Interest on this Certificate is payable on
March 1, 2005, and each March 1 and September 1 thereafter until maturity or earlier redemption,
of this Certificate, by check sent by United States mail, first class, postage prepaid, by the Paying
Agent/Registrar to the Registered Owner of record as of the close of business on the fifteenth day
of the calendar month immediately preceding the applicable interest payment date, as shown on
the registration books kept by the Paying Agent/Registrar. Any accrued interest payable at
maturity or earlier redemption shall be paid upon presentation and surrender of this Certificate at
the principal corporate trust office of the Paying Agent/Registrar.
THIS CERTIFICATE IS ONE OF A DULY AUTHORIZED SERIES OF
CERTIFICATES (the "Certificates") in the aggregate principal amount of $21,000,000 issued
pursuant to an ordinance adopted by the City Council of the City on August 9, 2004 (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) the following
street, right-of-way and street related projects located in the City: construction and
improvements to the Magnolia Road Overpass (from State Highway 35 to Veterans Drive);
HOU:2332211.1
construction and improvements to Dixie Farm Road (from Beamer Road to State Highway 35);
construction and improvements to Pearland Parkway (from FM 518 to Beltway 8); construction
and improvements to McHard Road (from State Highway 35 to Pearland Parkway); construction
and improvements to Mykawa Road (from Beltway 8 to the McHard Road Overpass);
acquisition of right-of-way along FM 518 (west of State Highway 288); construction of a
secondary collector connection (between proposed McHard Road and Alice Street); construction
and improvements to Kirby Drive (from Beltway 8 to Shadow Creek Parkway); and
miscellaneous alignment and feasibility studies for future roadways in the City, (ii) City-wide
water meter replacement, (iii) the following drainage and drainage related projects: construction
and improvements to Town Ditch (between State Highway 35 and Old Alvin Road); studies and
site work for a regional storm detention facility (to be located on Beltway 8 at Mykawa); studies
and site work for a regional stormwater detention facility (to be located near Beltway 8 and State
Highway 288); and certain detention pond improvements at the City's Southwest Environmental
Center (located on Harkey Road) and DLS (located on Pearland Parkway), (iv) construction of a
recycling center at the City's Southwest Environmental Center (located on Harkey Road), (v)
various improvements to the City's Fire Department training facility (located at the City's Police
Station site), (vi) acquisition and refurbishment of a property (located adjacent to the Orange
Street Service Center) to be used for parks maintenance and storage purposes, and (vii)
professional services rendered in connection with the above listed projects.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
CERTIFICATE SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL
HAVE THE SAME FORCE AND EFFECT AS IF SET FORTH AT THIS PLACE.
THIS CERTIFICATE shall not be valid or obligatory for any purpose or be entitled to
any benefit under the Ordinance unless this Certificate either (i) is registered by the Comptroller
of Public Accounts of the State of Texas by due execution of the registration certificate endorsed
hereon or (ii) is authenticated by the Paying Agent/Registrar by due execution of the
authentication certificate endorsed hereon.
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, countersigned by the
City Secretary by their manual, lithographed or printed facsimile signatures.
(AUTHENTICATION OR REGISTRATION
CERTIFICATE) CITY OF PEARLAND, TEXAS
Mayor
(SEAL)
COUNTERSIGNED:
City Secretary
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[REVERSE OF CERTIFICATE]
THE CITY RESERVES THE RIGHT, at its option, to redeem, prior to their maturity,
Certificates maturing on and after March 1, 2015, in whole or in part, on March 1, 2014, or any
date thereafter, at par plus accrued interest to the date fixed for redemption.
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
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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.
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.
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FORM OF COMPTROLLER'S REGISTRATION CERTIFICATE
The following form of Comptroller's Registration Certificate shall be attached or affixed
to each of the Certificates initially delivered:
THE STATE OF TEXAS
OFFICE OF THE COMPTROLLER OF PUBLIC ACCOUNTS
REGISTER NO.
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
[SEAL]
Comptroller of Public Accounts
of the State of Texas
* * *
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:
II 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.
WELLS FARGO BANK TEXAS, N.A.
By
Authorized Signature
Date of Authentication:
* * *
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[STATEMENT OF INSURANCE]
[To Come]
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FORM OF ASSIGNMENT
The following form of assignment shall be printed on the back of each- of the Certificates:
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
(Please print or type name, address, and zip code of Transferee)
(Please insert Social Security or Taxpayer Identification Number of Transferee)
the within certificate and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer such certificate on the books kept
for registration thereof, with full power of substitution in the premises.
DATED:
Signature Guaranteed:
NOTICE: Signature must be guaranteed by a member firm of the New York Stock Exchange or
a commercial bank or trust company.
Registered Owner
NOTICE: The signature above must correspond to the name of the registered owner as shown
on the face of this certificate in every particular, without any alteration, enlargement or change
whatsoever.
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
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Certificates by deposit to the Certificates of Obligation, Series 2004 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 Certificates of Obligation, Series 2004 Debt Service Fund shall be secured by
a pledge of security, as provided by law for cities in the State of Texas.
(c) In addition, pursuant to the authority of Chapter 1502, Texas Government Code, as
amended, the City also hereby pledges the revenues to be derived from the City's water and
sewer system, after the payment of all operation and maintenance expenses thereof (the "Net
Revenues"), in an amount not to exceed $10,000, to the payment of the principal of and interest
on the Certificates, provided that the pledge of Net Revenues is and shall be junior and
subordinate in all respects to the pledge of Net Revenues to the payment of any obligation of the
City, whether authorized heretofore or hereafter, which the City designates as having a pledge
senior to the pledge of the Net Revenues to the payment of the Certificates. The City also
reserves the right to issue, for any lawful purpose at any time,in one or more installments,
bonds, certificates of obligation and other obligations of any kind, secured in whole or in part by
a pledge of Net Revenues, that may be prior and superior in right to, on a parity with, or junior
and subordinate to the pledge of Net Revenues securing the Certificates.
(d) Reserved.
Section 5.2: Debt Service Fund. The Certificates of Obligation, Series 2004 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 Certificates of Obligation, Series 2004 Debt Service Fund shall be maintained by the City in
trust for the Registered Owners of the Certificates. Such amount, plus any other amounts
deposited by the City into such fund and any and all investment earnings on amounts on deposit
in such fund, shall be used only to pay the principal of, premium, if any, and interest on the
Certificates.
Section 5.3: Further Proceedings. After the Certificates to be initially issued have been
executed, it shall be the duty of the Mayor 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.
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ARTICLE VI
CONCERNING THE PAYING AGENT/REGISTRAR
Section 6.1: Acceptance. Wells Fargo Bank Texas, N.A., Houston, Texas, 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 A, the terms and provisions of which are hereby approved, and the
Mayor is hereby authorized to execute and deliver such Paying Agent/Registrar Agreement on
behalf of the City in multiple counterparts and the City Secretary is hereby authorized to attest
thereto and affix the City's seal. Such initial Paying Agent/Registrar and any successor Paying
Agent/Registrar, by undertaking the performance of the duties of the Paying Agent/Registrar
hereunder, and in consideration of the payment of any fees pursuant to the terms of any contract
between the Paying Agent/Registrar and the City and/or the deposits of money pursuant to this
Ordinance, shall be deemed to accept and agree to abide by the terms of this Ordinance.
Section 6.2: - Trust Funds. All money transferred to the Paying Agent/Registrar in its
capacity as Paying Agent/Registrar for the Certificates under this Ordinance (except any sums
representing Paying Agent/Registrar's fees) shall be held in trust for the benefit of the City, shall
be the property of the City and shall be disbursed in accordance with this Ordinance.
Section 6.3: Certificates Presented. Subject to the provisions of Section 6.4, all
matured Certificates presented to the Paying Agent/Registrar for payment shall be paid without
the necessity of further instructions from the City. Such Certificates shall be canceled as
provided herein.
Section 6.4: Unclaimed Funds Held by the Paying Agent/Registrar. Funds held by the
Paying Agent/Registrar that represent principal of and interest on the Certificates remaining,
unclaimed by the Registered Owner thereof after the expiration of three years from the date such
funds have become due and payable (a) shall be reported and disposed of by the Paying'
Agent/Registrar in accordance with the provisions of Title 6 of the Texas Property Code, as
amended, to the extent such provisions are applicable to such funds, or (b) to the extent such
provisions do not apply to the funds, such funds shall be paid by the Paying Agent/Registrar to,
the City upon receipt by the Paying Agent/Registrar of a written request therefor from the City.
The Paying Agent/Registrar shall have no liability to the Registered Owners of the
Certificates by virtue of actions taken in compliance with this Section.
Section 6.5: Paying Agent/Registrar May Own Certificates. The Paying
Agent/Registrar in its individual or any other capacity, may become the owner or pledgee of
Certificates with the same rights it would have if it were not the Paying Agent/Registrar.
Section 6.6: Successor Paying Agents/Registrars. The City covenants that at all times
while any Certificates are Outstanding it will 'provide a legally qualified bank, trust company,
financial institution or other agency to act as Paying Agent/Registrar for the Certificates. The
City reserves the right to change the Paying Agent/Registrar for the Certificates on not less than
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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; Insurance. The sale of the Certificates to
(the "Purchaser") at a price of the par value thereof plus a cash premium
of $ , plus accrued interest on the Certificates, is hereby approved, and delivery of the
Certificates to the Purchaser shall be made upon payment therefor in accordance with the terms
of sale and the terms and conditions of the Purchaser's bid. It is hereby officially found;
determined and declared that the Purchaser is the highest bidder for the Certificates as a result of
invitations for competitive bids. It is further officially found, determined and declared that the
Certificates have been sold at public sale to the bidder offering the lowest interest cost, which is
hereby determined to be a net effective interest rate of %, after receiving sealed bids
pursuant to an Official Notice of Sale and Preliminary Official Statement prepared and
distributed in connection with the sale of the Certificates.
The City hereby acknowledges that the Purchaser's bid is contingent upon the issuance of
a policy of municipal bond guaranty insurance from (" ")
insuring the timely payment of principal of and interest on the Certificates. Such insurance is to
be obtained at the Purchaser's expense. The appropriate officials and representatives of the City
are hereby authorized and directed to execute such documents and certificates and to do any and:
all things necessary or desirable to obtain such insurance, and the printing on the Certificates of
an appropriate legend or statement regarding such insurance, as provided by , is
hereby approved.
Section 7.2: Approval, Registration and Delivery. The Mayor is hereby authorized to
have control and custody of the Certificates and all necessary records and proceedings pertaining
thereto pending their delivery, and the Mayor and other officers and employees of the City are
hereby authorized and directed to make such certifications and to execute such instruments as
may be necessary to accomplish the delivery of the Certificates and to assure the investigation,
examination and approval thereof by the Attorney General and the registration of the initial
Certificates by the Comptroller. Upon registration of the Certificates, the Comptroller (or the
Comptroller's certificates clerk or an assistant certificates clerk lawfully designated in writing to
act for the Comptroller) shall manually sign the Comptroller's Registration Certificates
prescribed herein to be attached or affixed to each Certificates initially delivered and the seal of
the Comptroller shall be impressed or printed or lithographed thereon.
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Section 7.3: Offering Documents; Ratings. The City hereby approves the form and
contents of the Official Notice of Sale, Preliminary Official Statement and the final Official
Statement, dated as of the date hereof, relating to the Certificates, and any addenda, supplement
or amendment thereto, and ratifies and approves the distribution of such Preliminary Official
Statement and Official Statement in the offer and sale of the Certificates and in the reoffering of
the Certificates by the Purchaser, with such changes therein or additions thereto as the officials
executing same may deem advisable, such determination to be conclusively evidenced by their
execution thereof. The Mayor is hereby authorized and directed to execute, and the City
Secretary is hereby authorized and directed to attest, the final Official Statement. It is further
hereby officially found, determined and declared that the statements and representations
contained in the Official Notice of Sale, Preliminary Official Statement and final Official
Statement are true and correct in all material respects, to the best knowledge and belief of the
City Council, and that, as of the date thereof, the Preliminary Official Statement was an official
statement of the City with respect to the Certificates that was deemed "final" by an authorized
official of the City except for the omission of no more than the information permitted by
subsection (b)(1) of Rule 15c2-12 of the Securities and Exchange Commission. Copies of the
Official Notice of Sale, the Preliminary Official Statement and the Official Statement are
attached hereto as Exhibits B, C and D, respectively.
Further, the City Council hereby ratifies, authorizes and approves the actions of the
Mayor, the City's financial advisor and other consultants in seeking a rating on the Certificates
from Moody's Investors Service, Inc. and Standard & Poor's Ratings Services and such actions
are hereby ratified and confirmed.
Section 7.4: Application of Proceeds of Certificates; Appropriation. Proceeds from the
sale of the Certificates shall, promptly upon receipt by the City, be applied as follows:
(1) Accrued interest shall be deposited into the Certificates of Obligation, Series 2004
Debt Service Fund created in Section 5.2 of this Ordinance;
(2) A portion of the proceeds 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 7.5: 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 interest on the
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HOU:2332211.1
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 will use all of the proceeds of the Certificates to (i) provide funds for
provide funds to pay contractual obligations to be incurred for the purposes set forth in Section
3.1 hereof and (ii) to pay the costs of issuing the Certificates. The City will not use any portion
of the proceeds of the Certificates to pay the principal of or interest or redemption premium on,
any other obligation of the City or a related person.
(b) The City will not directly or indirectly take any action, or omit to take any action;
which action or omission would cause the Certificates to constitute "private activity bonds"
within the meaning of Section 141(a) of the Code.
(c) Principal of and interest on the Certificates will be paid solely from ad valorem taxes
and pledged revenues collected by the City, investment earnings on such collections, and as
available, proceeds of the Certificates.
(d) Based upon all 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 will not be used in a manner that would cause the Certificates or any portion
thereof to be an "arbitrage bond" within the meaning of Section 148 of the Code.
(e) 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.
(f) 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.
(g) The City represents that not more than fifty percent (50%) of the proceeds of the
Certificates will be invested in nonpurpose investments (as defined in Section 148(f)(6)(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 expects that at least eighty-five
percent (85%) of the spendable proceeds of the Certificates will be used to carry out the
governmental purpose of the Certificates within the three-year period beginning on the date of
issue of the Certificates.
(h) 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
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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 any 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, interest thereon and any penalty.
(i) The City will not directly or indirectly pay any amount otherwise payable to the
federal government pursuant to the foregoing requirements to any person other than the federal
government by entering into any investment arrangement with respect to the gross proceeds of
the Certificates that might result in a reduction in the amount required to be paid to the federal
government because such arrangement results in a smaller profit or a larger loss than would have
resulted if such arrangement had been at arm's length and had the yield on the Certificates not
been relevant to either party.
(j) 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.
(k) The City will not issue or use the Certificates as part of an "abusive arbitrage device"
(as defined in Section 1.14810(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.
(1) 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 date of issuance of the Certificates and stating whether there
are facts, estimates or circumstances that would materially change the City's expectations. On or
after the date of issuance of the Certificates, the City will take such actions as are necessary and
appropriate to assure the continuous accuracy of the representations contained in such
certificates.
(m)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 holders and any subsequent Certificate holder and bond counsel to the City.
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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 7.5 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 7.6: Related Matters. In order that the City shall satisfy in a timely manner all
of its obligations under this Ordinance, the Mayor, the Mayor, City Secretary 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
CONTINUING DISCLOSURE UNDERTAKING
Section 8.1: Annual Reports. The City shall provide annually to each NRMSIR and
any SID, within six months after the end of each fiscal year ending in or after 2004, financial
information and operating data with respect to the City of the general type included in the final
Official Statement authorized by Section 7.3 of this Ordinance, being the financial information
and operating data described in the Official Statement under the captions "INVESTMENT
AUTHORITY AND INVESTMENT OBJECTIVES OF THE DISTRICT — Current
Investments," "CITY TAX DEBT," "TAX DATA (except under the subheading "Estimated
Overlapping Taxes")," "SELECTED FINANCIAL DATA" and in Appendix B to the Official
Statement. Any financial statements so to be provided shall be (1) prepared in accordance with
the accounting principles described in Appendix B to the Official Statement and (2) audited, if
the City commissions an audit of such statements and the audit is completed within the period
during which they must be provided. If audited financial statements are not so provided, then the
City shall provide audited fmancial statements for the applicable fiscal year to each NRMSIR
and any SID, when and if audited financial statements become available.
If the City changes its fiscal year, it will notify each NRMSIR and any SID of the change
(and of 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 pursuant to this Section may
be set forth in full in one or more documents or may be included by specific reference to any
document (including an official statement or other offering document, if it is available from the
MSRB) that theretofore has been provided to each NRMSIR and any SID or filed with the SEC.
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Section 8.2: Material Event Notices. The City shall notify any SID and either each
NRMSIR or the MSRB, in a timely manner, of any of the following events with respect to the
Certificates, if such event is material within the meaning of the federal securities laws:
(a) Principal and interest payment delinquencies;
(b) Non-payment related defaults;
(c) Unscheduled draws on debt service reserves reflecting financial difficulties;
(d) Unscheduled draws on credit enhancements reflecting financial difficulties;
(e) Substitution of credit or liquidity providers, or their failure to perform;
(f) Adverse tax opinions or events affecting the tax-exempt status of the Certificates;
(g) Modifications to rights of holders of the Certificates;
(h) Certificate calls;
(i) Defeasances;
(j) Release, substitution, or sale of property securing repayment of the Certificates; and
(k) Rating changes.
The City shall notify any SID and either each NRMSIR or the MSRB, in a timely
manner, of any failure by the City to provide financial information or operating data in
accordance with Section 8.1 of this Ordinance by the time required by such Section.
Section 8.3: Limitations, Disclaimers and Amendments. The City shall be obligated to
observe and perform the covenants specified in this Article 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 the notice required by Section 8.2 of any
Certificate calls and defeasance that cause the City to be no longer such an "obligated person."
The provisions of this Article are for the sole benefit of the holders and beneficial owners
of the Certificates, and nothing in this Article, 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 Article 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 Article 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.
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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 ARTICLE, BUT EVERY RIGHT AND
REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT
OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR
SPECIFIC PERFORMANCE.
No default by the City in observing or performing its obligations under this Article shall
constitute a breach of or default under the Ordinance for purposes of any other provision of this
Ordinance.
Nothing in this Article 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 Article may be amended by the City from time to time to adapt the
changed circumstances that arise from a change in legal requirements, a change in law, or a
change in the identity, nature, status, or type of operations of the City, but only if (1) the
provisions of this Article, as so amended, would have permitted an underwriter to purchase or
sell the Certificates in the primary offering of the Certificates 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 principal amount (or any greater amount required by any other provision of this
Ordinance that authorizes such an amendment) of the outstanding Certificates consent to such
amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond
counsel) determines that such amendment will not materially impair the interests of the holder
and beneficial owners of the Certificates. If the City so amends the provisions of this Article, it
shall include with any amended financial information or operating data next provided in
accordance with Section 8.1 an explanation, in narrative form, of the reasons for the amendment
and of the impact of any change in the type of financial information or operating data so
provided. The City may also amend or repeal the provisions of this Article 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, and the City also may amend the provisions of this
Article in its discretion in any other manner or circumstance, but in either case only if and to the
extent that the provisions of this sentence would not have prevented an underwriter from
lawfully purchasing or selling Certificates in the primary offering of the Certificates, giving
effect to (a) such provisions as so amended and (b) any amendments or interpretations of the
Rule.
Section 8.4: Definitions. As used in this Article, the following terms have the
meanings ascribed to such terms below:
"MSRB" means the Municipal Securities Rulemaking Board.
24
HOU:2332211.1
"NRMSIR" means each person whom the 'SEC or its staff has determined to be a
nationally recognized municipal securities information repository within the meaning of the Rule
from time to time.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
"SID" means any person designated by the State of Texas or an authorized department,
officer, or agency thereof as, and determined by the SEC or its staff to be, a state information
depository within the meaning of the Rule from time to time.
ARTICLE IX
MISCELLANEOUS
Section 9.1: Defeasance. The City may defease the provisions of this Ordinance and
discharge its obligations to the Registered Owners of any or all of the Certificates to pay the
principal of and interest thereon in any manner permitted by law, including by depositing with
the Paying Agent/Registrar or with the Comptroller of Public Accounts of the State of Texas
either:
(a) cash in an amount equal to the principal amount of such Certificates plus interest
thereon to the date of maturity or redemption; or
(b) pursuant to an escrow or trust agreement, cash and/or (i) direct noncallable
obligations of United States of America, including obligations that are unconditionally
guaranteed by the United States of America; (ii) noncallable obligations of an agency or
instrumentality of the United States, including obligations that are unconditionally guaranteed or
insured by the agency or instrumentality and that, on the date the governing body of the issuer
adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to
investment quality by a nationally recognized investment rating firm not less than AAA or its
equivalent; or (iii) noncallable obligations of a state or an agency or a county, municipality, or
other political subdivision of a state that have been refunded and that, on the date the governing
body of the issuer adopts or approves the proceedings authorizing the issuance of refunding
bonds, are rated as to investment quality by a nationally recognized investment rating firm not
less than AAA or its equivalent, which, in the case of (i), (ii) or (iii), may be in book -entry form,
and the principal of and interest on which will, when due or redeemable at the option of the
holder, without further investment or reinvestment of either the principal amount thereof or the
interest earnings thereon, provide money in an amount which, together with other moneys, if
any, held in such escrow at the same time and available for such purpose, shall be sufficient to
provide for the timely payment of the principal of and interest thereon to the date of maturity or
earlier redemption;
provided, however, that if any of the Certificates are to be redeemed prior to their respective
dates of maturity, provision shall have been made for giving notice of redemption as provided in
this Ordinance. Upon such deposit, such Certificates shall no longer be regarded to be
25
HOU.2332211.I
Outstanding or unpaid. Any surplus amounts not required to accomplish such defeasance shall
be returned to the City.
Section 9.2: 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 9.3: 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 9.4: 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 9.5: Further Proceedings. The Mayor, Mayor Pro-Tem, City Secretary 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 9.6: 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.
26
HOU:2332211.1
Section 9.7: 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 9.8: Repealer. All orders, resolutions and ordinances, or parts thereof,
inconsistent herewith are hereby repealed to the extent of such inconsistency.
Section 9.9: Emergency. It is hereby officially found and determined that this
Ordinance relates to an immediate public emergency affecting life, health, property and the.
public peace, and that such emergency exists, the specific emergency being that the proceeds
from the sale of the Certificates are required as soon as possible for necessary and urgently
needed improvements, and that this Ordinance be passed and approved on the date of its
introduction.
Section 9.10: Effective Date. This Ordinance shall be in force and effect from and after.
its passage on the date shown below.
27
HOU:2332211.1
EXHIBIT A
PAYING AGENT/REGISTRAR AGREEMENT
See Tab No.
HOU:2332211.1
EXHIBIT B
OFFICIAL NOTICE OF SALE
See Tab No.
HOU:2332211.1
EXHIBIT C
PRELIMINARY OFFICIAL STATEMENT
See Tab No.
HOU:2332211.1
EXHIBIT D
OFFICIAL STATEMENT
See Tab No.
HOU:2332211.I
CERTIFICATE FOR ORDINANCE
THE STATE OF TEXAS
COUNTIES OF BRAZORIA AND HARRIS
CITY OF PEARLAND
We, 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 9, 2004, at
the regular meeting place thereof, within the City, and the roll was called of the duly constituted
officers and members of the City Council, to wit:
Tom Reid Mayor
Richard F. Tetens Mayor Pro Tem
Woodrow "Woody" Owens Council Member
Kevin Cole Council Member
Charles Viktorin Council Member
Larry R. Marcott Council Member
Young Lorfing City Secretary
and all of such persons were present except , thus
constituting a quorum. Whereupon, among other business, the following was transacted at said
meeting: a written
AN ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF
PEARLAND, TEXAS CERTIFICATES OF OBLIGATION, SERIES 2004;
PRESCRIBING THE TERMS AND FORM THEREOF; PROVIDING FOR THE
PAYMENT OF THE PRINCIPAL THEREOF AND INTEREST THEREON;
AWARDING THE SALE THEREOF; AUTHORIZING THE PREPARATION
AND DISTRIBUTION OF AN OFFICIAL STATEMENT TO BE USED IN
CONNECTION WITH THE SALE OF THE CERTIFICATES; [AUTHORIZING
THE PURCHASE OF BOND INSURANCE;] MAKING OTHER PROVISIONS
REGARDING SUCH CERTIFICATES, INCLUDING USE OF THE
PROCEEDS THEREOF, AND MATTERS INCIDENT THERETO; AND
DECLARING AN EMERGENCY
(the "Ordinance") was duly introduced for the consideration of the City Council and read in full.
It was then duly moved and seconded that the Ordinance be adopted on first reading; and, after
due discussion, such motion, carrying with it the adoption of the Ordinance, prevailed and
carried by the following vote:
AYES:
NAYS: ABSTENTIONS:
2. That a true, full and correct copy of the Ordinance adopted at the meeting
described in the above and foregoing paragraph is attached to and follows this certificate; that the
Ordinance has been duly recorded in the City Council's minutes of such meeting; that the above
HOU:2332211.1
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.
SIGNED AND SEALED this , 2004.
City Secretary Mayor
CITY OF PEARLAND, TEXAS CITY OF PEARLAND, TEXAS
(SEAL)
S-1
HOU:2332211.1
PASSED AND APPROVED on first reading pursuant to Section 3.10 of the City Charter
this August 9th , 2004.
CITY OF PEARL D, TEXAS
7
G??1/
Mayor
ATTEST
(SEAL)
Exhibit A - Paying Agent/Registrar Agreement
Exhibit B - Official Notice of Sale
Exhibit C - Preliminary Official Statement
Exhibit D - Official Statement
S-1
HOU:2332211.1
AFFIDAVIT OF PUBLICATION
The Pearla.nd Reporter. News
2404 South Park
Pearland, Texas 77581
State of Texas
Brazoria and Harris Counties
I, Randy Emmons, hereby certify that the notice hereby appended was published
in Brazoria and Harris Counties in THE REPORTER NEWS, a newspaper of general
circulation in Brazoria, Harris &.-Galveston Counties, for / issues, asfollows:
No. . % Date
No. Date
No. Date
No. Date
No. Date
Subscribe and sworn to before me this %5
LAURA ANN EMMONS
Notary Public, State of Texas
Commission Expires 09-09-2006
20 eV
20
20
20
20
President
Laura Ann Emmons, Publisher
Notary Public, State of Texas
Published July 14 & July 21,
2004
NOTICE OF INTENTION
TO ISSUE CERTIFICATES
NOTICE IS HEREBY
GIVEN that'the City Council
of the City of Pearland, ,
Texas (the "City") will meet
at its regular meeting place
at City Hall, Pearland,
Texas at 7:30 p.m. on the '
9th day of August, 2004,
which is the time and place ,
tentatively set for the pas- ,
, sage of an ordinance and :
' such other action as may be
deemed necessary to
authorize the issuance of
the City's certificates of
obligation, payable from ad
valorem taxation and a limit-
ed (in an amount not to
exceed $10,000) subordi-
nate pledge of certain rev- '
enues' of the. water and i
sewer system of the City, in
the maximum aggregate
principal amount of
$21,000,000, bearing inter-
est at any rate or rates, not
to exceed the maximum
interest rate now or here- .
after authorized by law, as
shall be determined within
the discreticn of the City
Council at the time of
issuance and maturing over
a period of years not to
exceed forty (40) years from
the date thereof, for the pur-
pose of evidencing the
indebtedness of the City to
pay all or any part of the
contractual obligations to be
incurred for the construction
of public works and the pur-
chase of materials, sup-
; plies,1equipment, machin-
ery, buildings, land and
rights -of -way for authorized
needs and purposes and for
the payment of contractual
obligations for professional
services, to wit (i) the follow-
ing street, right-of-way and
street related projects locat-
ed in the City: construction
and improvements to the
Magnolia Road Overpass
(from State Highway 35 to
Veterans Drive); construc-
tion and improvements to
Dixie Farm Road (from
Beamer Road to State
Highway 35); construction
and improvements to
Pearland Parkway (from FM
518 to Beltway 8); construc-
tion and improvements to
McHard Road (from State
Highway 35 to Pearland
Parkway); construction and
; improvements to Mykawa
Road (from. Beltway 8 to the
McHard Road Overpass); •
acquisition of right-of-way
along FM 518 (west of State
Highway 288); construction •
of a secondary collector
connection (between pro-
posed McHard Road and
Alice Street); construction
and improvements to Kirby
Drive (from Beltway 8 to
• Shadow Creek Parkway); •
and miscellaneous align -
merit and feasibility studies
for future roadways in'the
City, (ii) City-wide water
meter replacement, (iii)Ithe
following drainage and
drainage related projects:
construction and improve-
ments to Town Ditch
(between State Highway 35
and Old Alvin Road); stud- '
ies and site work for a
regional storm detention
facility (to belocated on
, Beltway 8 at Mykawa); stud-
ies and site work for a
regional stormwater deten- 1
• tion facility (to be located
near Beltway 8 and State
Highway 288); and certain
detention pond improve-
ments at the City's
Southwest Environmental
Center (located on Harkey
Road) and DLS (located on
Pearland Parkway), (iv)
' construction of a recycling
center at the City's
Southwest Environmental
Center (located on Harkey
Road),. (v). various improve- i
ments to the City's Fire
Department training facility'
(located at the City's Polices
Station site), (vi) acquisition
and refurbishment of a
-property (located adjacent
to the Orange Street
r Service Center) to be used,
for parks maintenance and
storage purposes, and (vii)li
professional services ren-j
! dered in connection with then
above listed projects.
' WITNESS MY HAND AND,
' THE OFFICIAL SEAL OF;
THE CITY, this 28th day of
June,,2004.
Isl Young Lorfing, TRMC
City Secretary
City of Pearland, Texas
AFFIDAVIT OF PUBLICATION
The Pearland Reporter. News
2404 South Park
Pearland, Texas 77581
State of Texas
Brazoria and Harris Counties
I, Randy Emmons, hereby certify that the notice hereby appended was published
in Brazoria and Harris Counties in THE REPORTER NEWS, a newspaper of general
circulation in Brazoria, Harris &..Galveston Counties, for ! issues, as follows:
Rr.
No. / Date 7 7/
20
No. Date 20
No. Date 20
No. Date 20
No. • Date 20
,,Subscribe and sworn to before me this
LAURA ANN EMMONS
Notary Public, State of Texas
Commission Expires 09-09-2006
day of ��
Laura Ann Emmons, Publisher
Notary Public, State of Texas
le
1\)b Cis
Published ed July 14 &July 21,
2004
NOTICE OF INTENTION
TO ISSUE CERTIFICATES
NOTICE IS. HEREBY
GIVEN that the City Council
of the City of Pearland,
Texas (the "City") will meet
at its regular meeting place
at City Hall, Pearland,
Texas at 7:30 p.m. on the
9th day of August, 2004,
which is the time and place
tentatively set for the pas-
sage of an ordinance and
such other action as may be
jdeemed necessary to
' authorize the issuance of
the City's certificates of
obligation, payable from ad
valorem taxation and a limit-
ed,(in an amount not to
exceed $10,000) subordi-
nate pledge of certain rev-
enues of the water and
sewer system of the City, in
the maximum aggregate
principal amount of
$21,000,000, bearing inter-
est at any rate or rates, not
to exceed the maximum
interest rate now or here- ,
after authorized by law, as
shall be determined within
the discretion of the City
Council at the • time of
issuance and maturing over
a period of years not to '.
exceed fory (40) years from
the date thereof, for-the'pur-
pose of evidencing the
indebtedness of the City to
pay, all or any part of the '
contractual obligations to be
incurred for the construction
of public works and the pur-
1
chase of materials, sup-
plies, equipment, machin-
ery, buildings, land and
rights -of -way for authorized
needs and purposes and for
the payment of contractual
obligations for professional ,
services, to wit (i) the follow-
ing street; right-of-way and
street related projects locat-
edin mpovements tothe t
ion
and
impr
Magnolia Road Overpass
to
(from State Highway 35
Veterans Drive); construc-
tion and improvements to
Dixie Farm Road (from
-Beamer Road to. State
Highway 35); construction
and improvements .to
Pearland Parkway (from FM
518 to Beltway 8); construc-
tion -and improvements
isStto
McHard Road (from
e
Highway 35 to. Pearland
Parkway); construction and
' improvements to Mykawa
Road (from Beltway 8 to'the
McHard Road Overpass);
acquisition of right-of-way
along FM 518 (west of State
1. Highway 288); construction
of a secondary collector
connection (between ,pro-
posed McHard Road. and
Alice Sfreetyconstruction -
and improvements to Kirby
Drive (from-Beltway.8 to ,
Shadow Creek Parkway);
and miscellaneous align-
ment and feasibility studies 1
for future roadways in the 1
City, (ii) City-wide water ;
meter replacement, (iii) the
following drainage and
drainage related projects:
construction and improve-
, ments to Town Ditch f
(between State Highway 35
and Old Alvin Road);stud-
ies and site work for a
i regional storm detention'
facility (to be located on'I
" Beltway 8 at Mykawa); stud-'
ies and site work for a+
regional stormwater deten-,
tion facility (to be located
near Beltway 8 and State
Highway 288); and certain
detention pond improvei
ments at the City's
Southwest Environmental)
Center (located on Harkey\
Road) and DLS (located on+
` Pearland Parkway?, (iv)i
• const-dtion-of-a recycling
center at the' 'City's
Southwest Environmentali
Center (Iodated -on Harkey
Road), (v) various improve-
ments to the City's Fire'
Department training facility)
(located at the City's Police 'f
Station site),_(vi) acquisition
and refurbishment of a
property (located adjacent 1
to the Orange Street
Service Center) to be used
for parks maintenance and 1
storage purposes, and (vii)
professional services ren-
dered in connectionwith',the
above listed projects. • I
WITNESS MY HAND AND
THE 'OFFICIAL SEAL OF'
THE CITY, this 28th day of
June, 2004.
Isl Young Lorfing, TRMC
' City Secretary .
City of Pearland, Texas
August
The Attorney General of Texas
Public Finance Section
William P. Clements Building, 9th Floor
300 West 15th Street
Austin, Texas 78701
20
Comptroller of Public Accounts
Public Finance Division
111 East 17th Street
Austin, Texas 78701
Re:. $21,000,000 City of Pearland, Texas, Certificates of Obligation, Series
2004 (the "Certificates")
Ladies and Gentlemen:
The captioned Certificates are being sent to the Office of the Attorney General, and it is
requested that such office examine and approve the Certificates in accordance with law. After
such approval, it is requested that the Attorney General deliver the Certificates to the
Comptroller of Public Accounts for registration.
Enclosed with the Certificates is a signed but undated copy of the SIGNATURE
IDENTIFICATION AND NO -LITIGATION CERTIFICATE (the "Certificate") relating to the
Certificates. The Attorney General is hereby authorized and directed to date the Certificate
concurrently with the date of approval of the Certificates. If any litigation or contest should
develop pertaining to the Certificates or any other matters covered by said Certificate, the
undersigned will notify the Attorney General thereof immediately by telephone. With this
assurance the Attorney General can rely on the absence of any such litigation or contest, and on
the veracity and currency of said Certificate, at the time the Attorney General approves the
Certificates unless the Attorney General is notified otherwise as aforesaid.
The Comptroller is hereby requested to register the Certificates as required by law and
the proceedings authorizing the Certificates. After such registration, the Comptroller is hereby
authorized and directed to deliver the Certificates, together with three copies of each of the
Attorney General's Approving Opinion and Comptroller's Certificate for the Certificates, to
Marto M. White, Andrews Kurth LLP, 600 Travis, Suite 4200, Houston, Texas 77002.
CITY OF PEARLAND, TEXAS
By:
Mayor, City of Pearland, Texas
HOU:2338501.1
Note:
CITY OF PEARLAND, TEXAS
PLEASE USE BLACK INK. PLEASE DO NOT LET YOUR SIGNATURE
TOUCH THE PRINT ON THIS PAGE. DO NOT PUT THE SEAL OVER ANY
PRINT ON THIS PAGE.
SIGNATURES:
Mayor-*
City Secretary—>
SEAL 4,
HOU:2338505.1
GENERAL CERTIFICATE
STATE OF TEXAS
COUNTIES OF BRAZORIA AND HARRIS
CITY OF PEARLAND
We, the undersigned officers of the City of Pearland, Texas (the "City"), do hereby make
and execute this certificate for the benefit of the Attorney General of the State of Texas and all
other persons interested in the City's $21,000,000 CITY OF PEARLAND, TEXAS
CERTIFICATES OF OBLIGATION, SERIES 2004, dated September 1, 2004 (the
"Certificates"), now in the process of issuance, as follows:
(1) The City is a duly incorporated Home Rule City, having more than 5,000
inhabitants, operating and existing under the Constitution and laws of the State of Texas and the
duly adopted Home Rule Charter of the City, which Charter has not been changed since the
approval by the Attorney General of the State of Texas of the City of Pearland, Texas
Certificates of Obligation, Series 2003, dated May 1, 2003, which were the last obligations
issued by or on behalf of the City.
(2) The Certificates are being issued to provide funds to pay contractual obligations
to be incurred for 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) the following
street, right-of-way and street related projects located in the City: construction and
improvements to the Magnolia Road Overpass (from State Highway 35 to Veterans Drive);
construction and improvements to Dixie Farm Road (from Beamer Road to State Highway 35);
construction and improvements to Pearland Parkway (from FM 518 to Beltway 8); construction
and improvements to McHard Road (from State Highway 35 to Pearland Parkway); construction
and improvements to Mykawa Road (from Beltway 8 to the McHard Road Overpass);
acquisition of right-of-way along FM 518 (west of State Highway 288); construction of a
secondary collector connection (between proposed McHard Road and Alice Street); construction
and improvements to Kirby Drive (from Beltway 8 to Shadow Creek Parkway); and
miscellaneous alignment and feasibility studies for future roadways in the City, (ii) City-wide
water meter replacement, (iii) the following drainage and drainage related projects: construction
and improvements to Town Ditch (between State Highway 35 and Old Alvin Road); studies and
site work for a regional storm detention facility (to be located on Beltway 8 at Mykawa); studies
and site work for a regional stormwater detention facility (to be located near Beltway 8 and State -
Highway 288); and certain detention pond improvements at the City's Southwest Environmental
Center (located on Harkey Road) and DLS (located on Pearland Parkway), (iv) construction of a
recycling center at the City's Southwest Environmental Center (located on Harkey Road), (v)
various improvements to the City's Fire Department training facility (located at the City's Police
Station site), (vi) acquisition and refurbishment of a property (located adjacent to the Orange
Street Service Center) to be used for parks maintenance and storage purposes, and (vii)
professional services rendered in connection with the above listed projects.
HOU:2338468.1
(3) The currently effective ad valorem tax appraisal roll of the City (the "Tax Roll")
is the Tax Roll prepared and approved during the calendar year 2004, being the most recently
approved Tax Roll of the City; the taxable property in the City has been appraised, assessed and
valued as required and provided by the Texas Constitution and Property Tax Code (collectively,
"Texas law"); the Tax Roll for the year has been submitted to the City Council of the City as
required by Texas law, and has been approved and recorded by the City Council; and according
to the Tax Roll for the year, the net aggregate taxable value of taxable property in the City (after
deducting the amount of all applicable exemptions required or authorized under Texas law),
upon which the annual ad valorem tax of the City has been or will be imposed or levied, is
$3,036,137,274.
(4) From June 28, 2004, to the date hereof, the following individuals were the duly
elected and qualified Mayor, and City Council of the City holding the offices opposite their
names:
(5)
Tom Reid Mayor
Richard F. Tetens Mayor Pro Tem
Woodrow "Woody" Owens Council Member
Kevin Cole Council Member
Charles Viktorin Council Member
Larry R. Marcott Council Member
From June 28, 2004, to the date hereof, Young Lorfmg has been the duly
appointed and qualified City Secretary of the City.
(6) The Certificates were sold at a price equal to $ (representing the par
amount of the Certificates plus a cash premium of $ ) plus accrued interest to the date of
delivery by means of a competitive sale to . A copy of the Winning
Bid is attached as Exhibit A.
(7) Except as described in the Official Statement, neither the revenues nor the
properties of the City's water and sewer system (the "System") are in any way pledged or
hypothecated other than the pledge of the Net Revenues of the System to the Certificates now in
the process of issuance, the City's Certificates of Obligation, Series 2003, the City's Water and
Sewer System Revenue Bonds, Series 2003, the City's Certificates of Obligation, Series 2001,
the City's Water and Sewer System Revenue Bonds, Series 2001, the City's Water and Sewer
System Adjustable Rate Revenue Bonds, Series 1999, the City's Certificates of Obligation,
Series 1998A, the City's Certificates of Obligation, Series 1997A, the City's Certificates of
Obligation, Series 1997, the City's Water and Sewer System Revenue Refunding Bonds, Series
1996A, the City's Water and Sewer System Revenue Bonds, Series 1996B and the City's
Combination Tax and Revenue Certificates of Obligation, Series 1995.
(8) Attached to this certificate as Exhibit B is a true, full and correct debt service
schedule for the Certificates. Attached as Exhibit C is a true, full and correct debt service
schedule for all of the City's outstanding tax supported debt. The principal amount of the City's
total outstanding tax supported debt, including the Certificates, is $132,265,000.
2
HOU:2338468.1
(9) The following is a true, full and current schedule of System revenues, remaining
after the payment of all operation and maintenance expenses thereof ("Net Revenues"), for the
previous three fiscal years:
Fiscal Year Ended September 30
2003 2002 2001
$ $3,793,510 $3,780,598
(10) Attached to this certificate as Exhibit D is a true, full and current resolution
establishing the utility rates of the System that are currently in effect.
(11) The City is not in default as to any covenant, condition or obligation on any prior
bonds or other obligations payable from the Net Revenues of the System.
[Signature Page Follows]
3
HOU:2338468.1
SIGNED AND SEALED this , 2004.
(CITY SEAL)
CITY OF PEARLAND, TEXAS
S-1
HOU:2338468.1
Exhibit A
Winning Bid
See Tab
HOU:2338468.1
Exhibit B
Debt Service Schedule for the Certificates
HOU:2338468.1
Exhibit C
Debt Service Schedule for All of the City's Outstanding Tax Supported Debt
HOU:2338468.1
Exhibit D
Resolution Establishing Utility Rates of the System
HOU:2338468.1
PAYING AGENT/REGISTRAR AGREEMENT
THIS PAYING AGENT/REGISTRAR AGREEMENT dated as of August 9, 2004
(together with any amendments or supplements hereto, the "Agreement") is entered into by and
between the CITY OF PEARLAND, TEXAS .(the "Issuer"), and WELLS FARGO BANK,
NATIONAL ASSOCIATION, HOUSTON, TEXAS, as paying agent/registrar (together with any
successor in such capacity, the "Bank").
WITNESSETH:
WHEREAS, the Issuer has duly authorized and provided for the issuance of its City of
Pearland, Texas Certificates of Obligation, Series 2004 (the "Certificates") in the aggregate
principal amount of $21,000,000 to be issued as fully registered certificates;
WHEREAS, all things necessary to make the Certificates the valid obligations .of the
Issuer, in accordance with their terms, will be done upon the issuance and delivery thereof;
WHEREAS, the Issuer and the Bank wish to provide the terms under which the Bank will
act as Paying Agent to pay the principal of, redemption premium, if any, and interest on the
Certificates, in accordance with the terms thereof, and under which the Bank will act as Registrar
for the Certificates; and
WHEREAS, the Issuer and the Bank have duly authorized the execution and delivery of
this Agreement; and all things necessary to make this Agreement the valid agreement of the
parties, in accordance with its terms, have been done.
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS
PAYING AGENT AND REGISTRAR
Section 1.01. Appointment.
The Issuer hereby appoints' the Bank to act as Paying Agent with respect to the
Certificates, to pay to the Registered Owners of the Certificates, in accordance with the terms
and provisions of this Agreement and the ordinance authorizing the issuance of the Certificates
(the "Ordinance"), the principal of, redemption premium, if any, and interest on all or any of the
Certificates.
The Issuer hereby appoints the Bank as Registrar with respect to the Certificates.
The Bank hereby accepts its appointment, and agrees to act as Paying Agent and
Registrar with respect to the Certificates.
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Section 1.02. Compensation.
In consideration of the deposits of funds required to be made with the Bank by the Issuer
pursuant to the provisions of the Ordinance, the Bank shall be- paid the fees set forth in the
Bank's fee schedule attached as Exhibit A hereto and agrees to abide by and accept the terms
hereof and of the Ordinance relating to the duties of the Paying Agent/Registrar.
ARTICLE TWO
DEFINITIONS
Section 2.01. Definitions.
For all purposes of this Agreement, except as otherwise expressly provided or unless the
context otherwise requires:
"Bank" means Wells Fargo Bank, National Association, Houston, Texas, a commercial
bank which is a national bank duly organized and existing under the laws of the United States of
America.
"Certificate" or "Certificates" means any one or all of the "City of Pearland, Texas
Certificates of Obligation, Series 2004" authorized by the Ordinance.
"Issuer" means the City of Pearland, Texas.
"Ordinance" means the ordinance of the Issuer approved by its City Council on August 9,
2004, pursuant to which the Certificates are issued.
"Paying Agent" means the Bank when it is performing the function of paying agent.
"Person" means any individual, corporation, partnership, joint venture, associations, joint
stock company, trust, unincorporated organization or government or any agency or political
subdivision of a government or any entity whatsoever.
"Registrar" means the Bank when it is performing the function of registrar.
"Registered Owner" means the Person in whose name any Certificate is registered in the
books of registration maintained by the Bank under this Agreement.
All other capitalized terms shall have the meanings assigned to them in the Ordinance.
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ARTICLE THREE
DUTIES OF THE BANK
Section 3.01. Initial Delivery of the Certificates.
The Certificates will be initially registered and delivered by the Bank to the purchaser
designated by the Issuer as set forth in the . Ordinance. If such purchaser delivers a written
request to the Bank not later than five business days prior to the date of initial delivery, the Bank
will, on the date of initial delivery, exchange the Certificates initially delivered for Certificates of
authorized denominations, registered in accordance with the instructions in such request and the
Ordinance.
Section 3.02. Duties of Paying Agent.
As Paying Agent, the Bank shall, provided adequate funds have been provided to it for
such purpose by or on behalf of the Issuer, timely pay on behalf of the Issuer the principal of and
interest on each Certificate in accordance with the provisions of the Ordinance.
If the issue is to be Depository Trust Company (DTC) eligible, the Paying Agent will
comply with all eligibility requirements as outlined and agreed upon in the eligibility
questionnaire.
Section 3.03. Duties of Registrar.
The Bank shall provide for the proper registration of the Certificates and the timely
exchange, replacement and registration of transfer of the Certificates in accordance with the
provisions of the Ordinance. Any changes to Registered Owners for such exchange, replacement
and registration shall be made by the Bank only in accordance with the Ordinance. The Bank
will maintain the books of registration in accordance with the Bank's general practices and
procedures in effect from time to time; provided, however, that the Bank agrees to maintain
books of registration for the Certificates at the City Secretary's office in City of Pearland, Texas,
which books of registration may be a copy of the register which shall be kept current by the
Bank.
Section 3.04. Unauthenticated Certificates.
The Issuer shall provide an adequate inventory of unauthenticated Certificates to
facilitate transfers. The Bank covenants that it will maintain such unauthenticated Certificates in
safekeeping and will use reasonable care in maintaining such Certificates in safekeeping, which
shall be not less than the care it maintains for debt securities of other government entities or
corporations for which it serves as registrar, or which it maintains for its own bonds.
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Section 3.05. Reports.
Upon request of the Issuer, the Bank will provide the Issuer reports which will describe in
reasonable detail all transactions pertaining to the Certificates and the books of registration for
the period of time specified by the Issuer. The Issuer may also inspect and make copies of the
information in the books of registration and such other documents related to the Certificates and
in the Bank's possession at any time the Bank is customarily open for business, provided that
reasonable time is allowed the Bank to provide an up-to-date listing or to convert the information
into written form.
The Bank will not release or disclose the content of the books of registration to any
person other than to, or at the written request of, an authorized officer or employee of the Issuer,
except upon receipt of a subpoena, court order or as otherwise required by law. Upon receipt of
a subpoena, court order or other lawful request, the Bank will notify the Issuer immediately so
that the Issuer may contest the subpoena, court order or other request if it so chooses.
Section 3.06. Canceled Certificates.
All Certificates surrendered for payment, redemption, transfer, exchange or replacement,
if surrendered to the Bank, shall be promptly canceled by it and, if surrendered to the Issuer,
shall be delivered to the Bank and, if not already canceled, shall be promptly canceled by the
Bank. The Issuer may at any time deliver to the Bank for cancellation any Certificates
previously authenticated and delivered which the Issuer may have acquired in any manner
whatsoever, and all Certificates so delivered shall be promptly canceled by the Bank. All
canceled Certificates held by the Bank shall be destroyed and evidence of such destruction shall
be furnished to the Issuer.
Section 3.07. Reliance on Documents, Etc.
(a) The Bank may conclusively rely, as to the truth of the statements and correctness
of the opinions expressed therein, on certificates or opinions furnished to the Bank by the Issuer.
(b) The Bank shall not be liable to the Issuer for actions taken under this Agreement
as long as it acts in good faith and exercises due diligence, reasonableness and care, as prescribed
by law, with regard to its duties hereunder.
(c) This Agreement is not intended to require the Bank to expend its own funds for
performance of any of its duties hereunder.
(d) The Bank may exercise any of the powers hereunder and perform any duties
hereunder either directly or by or through agents or attorneys.
Section 3.08. Money Held by Bank.
Money held by the Bank hereunder shall be held in trust for the benefit of the Registered
Owners of the Certificates.
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The Bank shall be under no obligation to pay interest on any money received by it
hereunder.
All money deposited with the Bank hereunder shall be secured in the manner and to the
fullest extent required by law for the security of funds of the Issuer.
Any money deposited with the Bank for the payment of the principal of or interest on any
Certificates and remaining unclaimed by the Registered Owner after the expiration of three years
from the date such funds have become due and payable shall be reported and disposed of by the
Bank in accordance with the provisions of Texas law including, to the extent applicable, Title 6
of the Texas Property Code, as amended. To the extent such provisions of the Property Code do
not apply to the funds, such funds shall be paid by the Bank to the Issuer upon receipt of a
written request therefor from the Issuer. The Bank shall have no liability to the Registered
Owners of the Certificates by virtue of actions taken in compliance with the foregoing provision.
ARTICLE FOUR
MISCELLANEOUS PROVISIONS
Section 4.01. May Own Certificates.
The Bank, in its individual or any other capacity, may become the owner or pledgee of
. Certificates with the same rights it would have if it were not the Paying Agent and Registrar for
the Certificates.
Section 4.02. Amendment.
This Agreement may be amended only by an agreement in writing signed by both of the
parties hereof.
Section 4.03. Assignment.
This Agreement may not be assigned by either party without the prior written consent of
the other.
Section 4.04. Notices.
Any request, demand, authorization, direction, notice, consent, waiver or other document
provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or
delivered to the Issuer or the Bank, respectively, at the addresses shown herein, or such other
address as may have been given by one party to the other by 15 days' written notice.
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Section 4.05. Effect of Headings.
The Article and Section headings herein are for convenience only and shall not affect the
construction hereof.
Section 4.06. Successors and Assigns.
All covenants and agreements herein by the Issuer and the Bank shall bind their
successors and assigns, whether so expressed or not. This Agreement shall not be assigned by
the Bank without the prior written consent of the Issuer.
Section 4.07. Severability.
If any provision of this Agreement shall be invalid or unenforceable, the validity and
enforceability of the remaining provisions hereof shall not in any way be affected or impaired.
Section 4.08. Benefits of Agreement.
Nothing herein, express or implied, shall give to any Person, other than the parties hereto
and their successors hereunder, any benefit or any legal or equitable right, . remedy or claim
hereunder.
Section 4.09. Ordinance Governs Conflicts.
This Agreement and the Ordinance constitute the entire agreement between the parties
hereto relative to the Bank acting as Paying Agent and Registrar and if any conflict exists
between this Agreement and the Ordinance, the Ordinance shall govern. The Bank agrees to be
bound by the terms of the Ordinance with respect to the Certificates.
Section 4.10. Term and Termination.
This Agreement shall be effective from and after its date and may be terminated for any
reason by the Issuer or the Bank at any time upon 60 days' written notice; provided, however,
that no such termination shall be effective until a successor has been appointed and has accepted
the duties of the Bank hereunder. In the event of early termination, regardless of circumstances,
the Bank shall deliver to the Issuer or its designee all funds, Certificates and all books and
records pertaining to the Bank's role as Paying Agent and Registrar with respect to the
Certificates, including, but not limited to, the books of registration.
Section 4.11. Governing Law.
This Agreement shall be construed in accordance with and shall be governed by the laws
of the State of Texas.
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HOU:2338453.1
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
CITY OF PEARLAND, TEXAS
By:
Tom Reid, Mayor
ADDRESS: 3519 Liberty Drive
Pearland, Texas 77581
ATTEST:
WELLS FARGO BANK, NATION:? L 4-- SEA.
ASSOCIATION
By:
Title:
ADDRESS: 1000 Louisiana Street, Suite 640
MAC T5001-061
Houston, Texas 77002
ATTEST:
By:
Title:
(SEAL)
ATTN: Corporate Trust Department
S-1
HOU:2338453.1
EXHIBIT A
City of Pearland, Texas '
Certificates of Obligation, Series 2004
Fee Schedule
HOU:2338453.1
SIGNATURE IDENTIFICATION AND
NO -LITIGATION CERTIFICATE
THE STATE OF TEXAS
COUNTIES OF BRAZORIA AND HARRIS
CITY OF PEARLAND
We, the undersigned officers of the City of Pearland, Texas (the "City"), certify that we
officially signed, by our manual or facsimile signatures, on behalf of the City, the following
described certificates of obligation, to wit:
CITY OF PEARLAND, TEXAS CERTIFICATES OF OBLIGATION, SERIES
2004, dated September 1, 2004, and aggregating $21,000,000 (the "Certificates").
That the Certificates have been duly and officially executed by the undersigned with their
manual or facsimile signatures in the same manner appearing hereon, and the undersigned hereby
adopt and ratify their respective signatures in the manner appearing on each of the Certificates,
whether in manual or facsimile form, as the case may be, as their own signatures.
That on the date of such signing and on the date hereof, we were and are the duly chosen,
qualified and acting officers authorized to execute the Certificates, and holding the official titles set
forth below opposite such signatures.
We further certify that no litigation is pending or, to our knowledge, threatened in any court
in any way affecting the existence or boundaries of the City or the titles of its officers to their
respective positions or their authority to act on the City's behalf or to restrain or enjoin the issuance
or delivery of the Certificates, or the levy, collection or application of the ad valorem taxes or
revenues pledged or to be pledged to pay the principal of and interest on the Certificates, or the
pledge thereof, or in any way contesting or affecting the validity of the Certificates, the ordinance
dated August 9, 2004, authorizing the issuance, sale and delivery of the Certificates (the
"Ordinance"), or contesting the powers of the City or the authorization of the Certificates or the
Ordinance, or contesting in any way the accuracy, completeness or fairness of the Official
Statement.
We further certify that the seal that has been impressed, or placed in facsimile, upon each of
the Certificates is the legally adopted, proper and only official seal of the City, such official seal
being impressed upon this certificate.
We further certify that no petition or other request has been filed with or presented to any
official of the City requesting that any of the proceedings authorizing the Certificates be submitted
to a referendum or other election.
We further certify that Bill Eisen is the City Manager of the City and his signature set forth
below is genuine.
HOU:2338478.1
We further certify that the information and data contained in the General Certificate dated
, 2004 remain true and correct as of this date.
WITNESS OUR HANDS AND THE SEAL OF THE CITY this , 2004.
SIGNATURES
c=:1271/
(CITY SEAL)
TITLE OF OFFICE
Mayor,
City of Pearland, Texas
City Secretary,
City of Pearland, Texas
City Manager,
City of Pearland, Texas
Before me, on this day personally appeared the foregoing individuals, known to me to be the
persons whose names were subscribed in my presence to the foregoing instrument.
�d , 2004.
Given under my hand and seal of office this
PERLA N. LEHMAN
Noti y Public, State of Texas
My Commission Expires:
gi APRIL 2, 2005
fe d° .sue. 4,7 "' 40tA44.4:47,-40: 41g
(Notary Seal)
A
Notary Public
Typed or
Printed Name:
en2v�
My Commission Expires:
g'/ c OOP
11,
HOU:2338478. ]
OFFICIAL BID FORM
Mayor and City Council
City of Pearland
3519 Liberty Drive
Pearland, Texas 77581
Gentlemen:
August 9, 2004
Subject to the terms of your Official Notice of Sale and Official Statement, dated July 28, 2004, which are
incorporated herein by reference, we hereby submit the following bid for the $21,000,000 CITY OF PEARLAND,
TEXAS, CERTIFICATES OF OBLIGATION, SERIES 2004, dated September 1, 2004. This offer is being made
for all said Certificates and for not less than all.
For said legally issued Certificates of Obligation, we will pay you the par value thereof, plus accrued interest from
their date to the date of delivery to us, phis a cash premium of $ 8 D for the Certificates maturing and
bearing interest per annum as follows:
Maturity Principal Interest Maturity Principal Interest
Date Amount Rate Date Amount Rate
March 1, 2006(a) $ 100,000 3.45 . % March 1, 2018(a)(b) $1,070,000 4.10 0A
March 1, 2007(a) 100,000 4.00 March 1, 2019(a)(b) 1,160,000 (1.20
March 1, 2008(a) 100,000 4.90 March 1, 2020(a)(b) 1,175,000 S. Do
March 1, 2009(a) 290,000 Li.0 0 March 1, 2021(a)(b) 1,195,000 5.1.5
March 1, 2010(a) 340,000 L(. oc, March 1, 2022(a)(b) 1,210,000 S. 25
March 1, 2011(a) 365,000 K.oc. March 1, 2023(a)(b) 1,510,000 5. 25
March 1, 2012(a) 380,000 K.00 March 1, 2024(a)(b) 1,580,000 5.25
March 1, 2013(a) 385,000 `f. oo March 1, 2025(a)(b) 1,625,000 Lt.So
March 1, 2014(a) 710,000 `f. oo March 1, 2026(a)(b) 1,675,000 K. 61.5
March 1, 2015(a)(b) 710,000 K.00 March 1, 2027(a)(b) 1,730,000 Lt. 61S.
March 1, 2016(a)(b) 730,000 K. vo March 1, 2028(a)(b) 1,830,000 y. $5
March 1, 2017(a)(b) 1,030,000 'd . o 0
(a) At the option of the Initial Purchaser, any or all of such serial maturities may be designated as term bonds
subject to mandatory sinking fund redemption as follows; provided that the mandatory sinking fund amount
in each year shall equal the amounts shown above as maturing in such year.
(b)
. Term Bonds Years of First
Maturity Date Mandatory Principal Amount Interest
(March 1) Redemption of Term Certificates Rate
$
o�
Subject to optional redemption and payment, at the option of the City, in whole or, from time to time, in
part, on March 1, 2014, or on any date thereafter at a price equal to the principal amount thereof, plus
accrued interest to the date fixed for redemption.
"rF
Interest cost, in accordance with the above bid, is:
Total Interest Cost from September 1, 2004 $ 1 6� 3 6 3,1 , 3. ( 7
Less: Premium $ 7.80
NET INTEREST COST $ ib, 3 6 3, (SS. 33
NET EFFECTIVE INTEREST RATE g. 6985 Kfo
The Initial Certificates shall be registered in the name of Cede & Co.
ger). We
will advise Wells Fargo Bank Texas, N.A., in Houston, Texas the Paying Agent/Registrar(on forms syndicate to be provided
by the Paying Agent/Registrar and on registration instructions at least five business days prior to the date set for
initial delivery.
Cashier's Check of the Frost National Rank, Austin, , Texas, in the amount of $400,000 which
represents our Good Faith Deposit (is-attashed-iterefej.or (has been made available to you prior to the opening of this
Bid), and is submitted in accordance with the terms as set forth in the "Official Notice of Sale" and "Official
Statement."
We agree to accept delivery of and make payment for the Initial Certificates in immediately available find% at the
Corporate Trust Office, Wells Fargo Bank Texas, N.A., in Houston, Texas not later than 10:00 A.M., on September
8, 2004, or thereafter on the date the Certificates are tendered for delivery, pursuant to the terms set forth in the
Official Notice of Sale.
The undersigned agrees to complete, execute and deliver to the City, by the date of delivery of the Certificates, a
certificate relating to the "issue price" of the Certificates in the form and to the effect attached to or accompanying
the Official Notice of Sale, with such changes thereto as may be acceptable to the City and its Bond Counsel.
Respectfully submitted,
JTRS Financial Services Inc.
Lewis W
By
Po11ok,III V'ce President
Re r sen
Authorized R p tative
ACCEPTED this 9th day of August, 2004, the City Council, City of Pearland, Texas.
Mayor
ATTEST:
or your information you will find attached a list of the group of purchasers associated with us in this proposal)
CLOSING CERTIFICATE
THE STATE OF TEXAS
COUNTIES OF BRAZORIA AND HARRIS
CITY OF PEARLAND
We, the undersigned, Mayor and City Secretary of the City of Pearland, Texas
(the "City"), acting solely in our respective official capacities, hereby certify with respect
to the $21,000,000 City of Pearland, Texas Certificates of Obligation, Series 2004 (the
"Certificates"), that, to the best of our knowledge:
1. the descriptions and statements of or pertaining to the City contained in
the Official Statement relating to the Certificates, as of its date and as of the date hereof,
were and are true and correct in all material respects;
2. insofar as the City and its affairs, including its financial affairs, are
concerned, the Official Statement did not and does not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were made,
not misleading; and
3. insofar as the descriptions and statements, including financial data
contained in the Official Statement, of or pertaining to entities other than the City and
their activities are concerned, such statements and data have been obtained from sources
which the City believes to be reliable and the City has no reason to believe that they are
untrue in any material respect.
EXECUTED ON BEHALF OF THE CITY as of this day of September,
2004.
CITY OF PEARLAND, TEXAS
Tom Reid, Mayor
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