Ord. 1334 2007-12-17ORDINANCE NO. 1334
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF PEARLAND, TEXAS
CERTIFICATES OF OBLIGATION, SERIh,S 2008; 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,
TEXAS:
ARTICLE I
FINDINGS AND DETERMINATIONS
Section 1.1: Findings and Determinations. The City Council hereby officially finds
and determines that:
(a) The City of Pearland, Texas (the "City"), acting through its City Council, is
authorized pursuant to and in accordance with the provisions of Texas Local Government Code,
Chapter 271, Subchapter C, as amended (the "Act"), to issue certificates of obligation to provide
all or part of the funds to pay contractual obligations to be incurred for the construction of public
works and the purchase of materials, supplies, equipment, machinery, buildings, land and rights -
of -way for authorized needs and purposes and for the payment of contractual obligations for
professional services, to wit: (i) the extension of Broadway Street from Kirby Drive to County
Road 48, (ii) the construction of a municipal facility near the Hillhouse Road annex north of
Farm to Market Road 518, and (iii) professional services rendered in connection with the above
listed projects.
(b) The City Council authorized the publication of a notice of intention to issue
Certificates of Obligation, Series 2008 (the "Certificates") to the effect that the City Council was
tentatively scheduled to meet at 6:00 p.m. on December 17, 2007 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.
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(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 December 17, 2007, 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.
"Bond Insurance Policy" shall mean the financial guaranty insurance policy issued by the
Bond Insurer insuring the payment when due of the principal and interest on the Certificates as
provided therein.
"Bond Insurer" shall mean Financial Security Assurance, Inc.
"Certificate" or "Certificates" shall mean any or all of the City of Pearland, Texas
Certificates of Obligation, Series 2008, authorized by this Ordinance.
"City" shall mean the City of Pearland, Texas and, where appropriate, its City Council.
"City Council" shall mean the governing body of the City.
"Code" shall mean the Internal Revenue Code of 1986, as amended.
"Comptroller" shall mean the Comptroller of Public Accounts of the State of Texas.
"Debt Service Fund" shall mean the Certificates of Obligation, Series 2008 Debt Service
Fund established by the City and described in section 5.2 of this Ordinance.
"DTC" shall mean The Depository Trust Company, New York, New York, or any
successor securities depository.
"DTC Participant" shall mean brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations on whose behalf DTC was created to hold securities
to facilitate the clearance and settlement of securities transactions among DTC Participants.
"Fiscal Year" shall mean the City's then designated fiscal year, which currently is the
twelve-month period beginning on the first day of October of a calendar year and ending on the
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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
September 1, 2008, and each March 1 and September 1 thereafter until maturity or earlier
redemption of such Certificate.
"MSRB" means the Municipal Securities Rulemaking Board.
"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.
"Ordinance" shall mean this Ordinance and all amendments hereof and supplements
hereto.
"Outstanding", when used with reference to the Certificates, shall mean, as of a particular
date, all Certificates theretofore and thereupon delivered pursuant to this Ordinance except: (a)
any Certificates canceled by or on behalf of the City at or before such date; (b) any Certificates
defeased pursuant to the defeasance provisions of this Ordinance or otherwise defeased as
permitted by applicable law; and (c) any Certificates in lieu of or in substitution for which a
replacement Certificate shall have been delivered pursuant to this Ordinance.
"Paying Agent/Registrar" shall mean Wells Fargo Bank, N.A., Houston, Texas, and its
successors in that capacity.
"Paying Agent/Registrar Agreement" shall mean the agreement between the City and the
Paying Agent/Registrar as described more particularly in Section 6.1 hereof.
"Purchaser" shall mean the entity or entities specified in Section 7.1 hereof.
"Record Date" shall mean the close of business on the 15th day of the calendar month
immediately preceding the applicable Interest Payment Date.
"Register" shall mean the registration books for the Certificates kept by the Paying
Agent/Registrar in which are maintained the names and addresses of, and the principal amounts
registered to, each Registered Owner of Certificates.
"Registered Owner" shall mean the person or entity in whose name any Certificate is
registered in the Register.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
"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.
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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.
ARTICLE III
TERMS OF THE CERTIFICATES
Section 3.1: Amount, Purpose and Authorization. The Certificates shall be issued in
fully registered form, without coupons, under and pursuant to the authority of the Act in the total
authorized aggregate principal amount of NINE MILLION AND NO/100 DOLLARS
($9,000,000) 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 2008," and shall be
dated January 1, 2008. The Certificates shall bear interest at the rates set forth in Section 3.3
below, from the later of January 1, 2008 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 September 1, 2008, 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.
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Certificate Year of Principal Interest
Number Maturity Amount Rate
R-1 2009 $80,000 4.000%
R-2 2010 110,000 4.000
R-3 2011 95,000 3.875
R-4 2012 130,000 3.750
R-5 2013 105,000 3.875
R-6 2014 155,000 3.875
R-7 2015 145,000 3.875
R-8 2016 150,000 4.000
R-9 2017 160,000 4.000
R-10 2018 165,000 4.000
R-11 2019 185,000 4.000
R-12 2020 195,000 4.000
R-13 2021 205,000 4.125
R-14 2022 215,000 4.250
R-15 2023 225,000 4.300
R-16 2024 240,000 4.375
R-17 2025 250,000 4.400
R-18 2026 290,000 4.500
* * * * * * * * * * * *
R-19 2032 5,900,000 5.000
Section 3.4: Redemption Prior to Maturity. (a) Optional Redemption. The Certificates
maturing on and after March 1, 2019 are subject to redemption prior to maturity, at the option of
the City, in whole or in part, on March 1, 2018, or any date thereafter, at par plus accrued interest
to the date fixed for redemption.
(b) The Certificates maturing on March 1, 2032 (the "Term Certificates") are subject
to mandatory sinking fund redemption in the following amounts (subject to reduction as
hereinafter provided), on the following dates, in each case at a redemption price equal to the
principal amount of the Certificates or the portions thereof so called for redemption plus accrued
interest to the date fixed for redemption:
Term Certificates Maturing March 1, 2032
Principal
Mandatory Redemption Dates Amounts
March 1, 2027 $ 305,000
March 1, 2028 320,000
March 1, 2029 335,000
March 1, 2030 1,335,000
March 1, 2031 1,675,000
March 1, 2032 (maturity) 1,930,000
The particular Term Certificates to be redeemed shall be selected by the Registrar by lot or other
customary random selection method, on or before January 15 of each year in which Term
Certificates are to be mandatorily redeemed. The principal amount of Term Certificates to be
mandatorily redeemed in each year shall be reduced by the principal amount of such Term
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Certificates that have been optionally redeemed on or before January 1 of such year and which
have not been made the basis for a previous reduction.
(c) Certificates may be redeemed in part only in integral multiples of $5,000. If a
Certificate subject to redemption is in a denomination larger than $5,000, a portion of such
Certificate may be redeemed, but only in integral multiples of $5,000. In selecting portions of
Certificates for redemption, each Certificate shall be treated as representing that number of
Certificates of $5,000 denomination which is obtained by dividing the principal amount of such
Certificate by $5,000. Upon presentation and surrender of any Certificate for redemption in part,
the Paying Agent/Registrar, in accordance with the provisions of this Ordinance, shall
authenticate and deliver in exchange therefor a Certificate or Certificates of like maturity and
interest rate in an aggregate principal amount equal to the unredeemed portion of the Certificate
so surrendered.
(d) Notice of any redemption, identifying the Certificates or portions thereof to be
redeemed, shall be sent by United States mail, first class, postage prepaid, to the Registered
Owners thereof at their addresses as shown on the Register, not less than thirty (30) days before
the date fixed for such redemption. By the date fixed for redemption, due provision shall be
made with the Paying Agent/Registrar for the payment of the redemption price of the Certificates
called for redemption. If such notice of redemption is given, and if due provision for such
payment is made, all as provided above, the Certificates which are to be so redeemed thereby
automatically shall be redeemed prior to their scheduled maturities, they shall not bear interest
after the date fixed for redemption, and they shall not be regarded as being Outstanding except
for the purpose of being paid with the funds so provided for such payment.
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
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
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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 its office in Houston, Texas in
which, subject to such reasonable regulations as it may prescribe, the Paying Agent/Registrar
shall provide for the registration and transfer of the Certificates in accordance with the terms of
this Ordinance.
Each Certificate shall be transferable only upon the presentation and surrender thereof at
the principal corporate trust office of the Paying Agent/Registrar, accompanied by an assignment
duly executed by the Registered Owner or his- authorized representative in form satisfactory to
the Paying Agent/Registrar. Upon due presentation of any Certificate for transfer, the Paying
Agent/Registrar shall authenticate and deliver in exchange therefor, within seventy-two (72)
hours after such presentation, a new Certificate or Certificates, registered in the name of the
transferee or transferees, in authorized denominations and of the same maturity and aggregate
principal amount and bearing interest at the same rate as the Certificate or Certificates so
presented and surrendered.
All Certificates shall be exchangeable upon the presentation and surrender thereof at the
principal corporate trust office of the Paying Agent/Registrar for a Certificate or Certificates,
maturity and interest rate and in any authorized denomination, in an aggregate principal amount
equal to the unpaid principal amount of the Certificate or Certificates presented for exchange.
The Paying Agent/Registrar shall be and is hereby authorized to authenticate and deliver
exchange Certificates in accordance with the provisions of this Section. Each Certificate
delivered by the Paying Agent/Registrar in accordance with this Section shall be entitled to the
benefits and security of this Ordinance to the same extent as the Certificate or Certificates in lieu
of which such Certificate is delivered.
All Certificates issued in transfer or exchange shall be delivered to the Registered
Owners thereof at the principal corporate trust office of the Paying Agent/Registrar or sent by
United States mail, first class, postage prepaid.
The City or the Paying Agent/Registrar may require the Registered Owner of any
Certificate to pay a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with the transfer or exchange of such Certificate. Any fee or charge of
the Paying Agent/Registrar for such transfer or exchange shall be paid by the City.
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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: Book -Entry Only System. The definitive Certificates shall be initially
issued in the form of a separate single fully registered Certificate for each of the maturities
thereof. Upon initial issuance, the ownership of each such Certificate shall be registered in the
name of Cede & Co., as nominee of DTC, and except as provided in Section 3.11 hereof, all of
the Outstanding Certificates shall be registered in the name of Cede & Co., as nominee of DTC.
Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has
determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in
this Ordinance with respect to interest checks being mailed to the Owner at the close of business
on the Record Date, the word "Cede & Co." in this Ordinance shall refer to such new nominee of
DTC.
With respect to Certificates registered in the name of Cede & Co., as nominee of DTC,
the City and the Paying Agent/Registrar shall have no responsibility or obligation to any DTC
Participant or to any person on behalf of whom such a DTC Participant holds an interest in the
Certificates. Without limiting the immediately preceding sentence, the City and the Paying
Agent/Registrar shall have no responsibility or obligation with respect to (a) the accuracy of the
records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in
the Certificates, (b) the delivery to any DTC Participant or any other person, other than a
Certificateholder, as shown on the Register, of any notice with respect to the Certificates,
including any notice of redemption or (c) the payment to any DTC Participant or any other
person, other than a Certificateholder as shown in the Register, of any amount with respect to
principal of Certificates, premium, if any, or interest on the Certificates.
Except as provided in Section 3.10 of this Ordinance, the City and the Paying
Agent/Registrar shall be entitled to treat and consider the person in whose name each Certificate
is registered in the Register as the absolute owner of such Certificate for the purpose of payment
of principal of, premium, if any, and interest on Certificates, for the purpose of giving notices of
redemption and other matters with respect to such Certificate, for the purpose of registering
transfer with respect to such Certificate, and for all other purposes whatsoever. The Paying
Agent/Registrar shall pay all principal of Certificates, premium, if any, and interest on the
Certificates only to or upon the order of the respective owners, as shown in the Register as
provided in this Ordinance, or their respective attorneys duly authorized in writing, and all such
payments shall be valid and effective to fully satisfy and discharge the City's obligations with
respect to payment of principal of, premium, if any, and interest on the Certificates to the extent
of the sum or sums so paid. No person other than an owner shall receive a Certificate evidencing
the obligation of the City to make payments of amounts due pursuant to this Ordinance.
Section 3.10: Payments and Notices to Cede & Co. Notwithstanding any other
provision of this Ordinance to the contrary, as long as any Certificates are registered in the name
of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any,
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and interest on the Certificates, and all notices with respect to such Certificates shall be made
and given, respectively, in the manner provided in the representation letter of the City to DTC.
Section 3.11: Successor Securities Depository; Transfer Outside Book -Entry Only
System. In the event that the City or the Paying Agent/Registrar determines that DTC is
incapable of discharging its responsibilities described herein and in the representation letter of
the City to DTC, and that it is in the best interest of the beneficial owners of the Certificates that
they be able to obtain certificated Certificates, the City or the Paying Agent/Registrar shall (a)
appoint a successor securities depository, qualified to act as such under Section 17(a) of the
Securities and Exchange Act of 1934, as amended, notify DTC of the appointment of such
successor securities depository and transfer one or more separate Certificates to such successor
securities depository or (b) notify DTC of the availability through DTC of Certificates and
transfer one or more separate Certificates to DTC Participants having Certificates credited to
their DTC accounts. In such event, the Certificates shall no longer be restricted to being
registered in the Register in the name of Cede & Co., as nominee of DTC, but may be registered
in the name of the successor securities depository, or its nominee, or in whatever name or names
Certificateholders transferring or exchanging Certificates shall designate, in accordance with the
provisions of this Ordinance.
Section 3.12: 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;
(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.
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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 3.13: 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, Form of Statement of Insurance, if any, and
Form of Assignment, shall be in substantially the form set forth in Exhibit A hereto, with such
omissions, insertions and variations as may be necessary or desirable, and not prohibited by this
Ordinance.
ARTICLE V
SECURITY FOR THE CERTIFICATES
Section 5.1: Pledge and Levy of Taxes and Revenues. (a) To provide for the payment
of principal of and interest on the Certificates, there is hereby levied, within the limits prescribed
by law, for the current year and each succeeding year thereafter, while the Certificates or any
part of the principal thereof and the interest thereon remain outstanding and unpaid, an ad
valorem tax upon all taxable property within the City sufficient to pay the interest on the
Certificates and to create and provide a sinking fund of not less than 2% of the principal amount
of the Certificates or not less than the principal payable out of such tax, whichever is greater,
with full allowance being made for tax delinquencies and the costs of tax collection, and such
taxes, when collected, shall be applied to the payment of principal of and interest on the
Certificates by deposit to the Debt Service Fund and to no other purpose.
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(b) The City hereby declares its purpose and intent to provide and levy a tax legally
sufficient to pay the principal of and interest on the Certificates, it having been determined that
the existing and available taxing authority of the City for such purpose is adequate to permit a
legally sufficient tax. As long as any Certificates remain outstanding, all moneys on deposit in,
or credited to, the Debt Service Fund shall be secured by a pledge of security, as provided by law
for cities in the State of Texas.
(c) In addition, pursuant to the authority of Chapter 1502, Texas Government Code,
as amended, the City also hereby pledges the revenues to be derived from the City's 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) The City hereby appropriates from current funds on hand and legally available
therefor, funds sufficient, when added to the accrued interest received from the sale of the
Certificates, to pay the interest on the Certificates payable on September 1, 2008.
Section 5.2: Debt Service Fund. The Certificates of Obligation, Series 2008 Debt
Service Fund (the "Debt Service Fund") is hereby created as a special fund solely for the benefit
of the Certificates. The City shall establish and maintain such fund at an official City depository
and shall keep such fund separate and apart from all other funds and accounts of the City. Any
amount on deposit in the Debt Service Fund shall be maintained by the City in trust for the
Registered Owners of the Certificates. Such amount, plus any other amounts deposited by the
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, 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 B, 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 First
Southwest Company (the "Purchaser") at a price of the par value thereof plus a cash premium of
$81,000, 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 4.788974%, 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 the Bond Insurance Policy from the Bond Insurer insuring the timely payment of
principal of and interest on the Certificates. The terms and conditions of the Bond Insurance
Policy, as set out in Exhibit F hereto, are incorporated herein for all purposes for so long as such
policy remains in effect. Such Bond Insurance Policy 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 the Bond Insurer, 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 C, D and E, 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. 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 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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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) the extension of
Broadway Street from Kirby Drive to County Road 48, (ii) the construction of a municipal
facility near the Hillhouse Road annex north of Farm to Market Road 518, and (iii) professional
services rendered in connection with the above listed projects. 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 that, 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.
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(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
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 1.148-10(a) of the Regulations). Without limiting the foregoing,
the Certificates are not and will not be a part of a transaction or series of transactions that
attempts to circumvent the provisions of Section 148 of the Code and the Regulations, by
(i) enabling the City to exploit the difference between tax-exempt and taxable interest rates to
gain a material financial advantage, or (ii) increasing the burden on the market for tax-exempt
obligations.
(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
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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.
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 2008, 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 C 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 financial statements for the applicable fiscal year to each NRMSIR
and any SID, when and if audited financial statements become available.
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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.
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
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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.
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.
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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 Outstanding or unpaid. Any surplus amounts not required to accomplish such
defeasance shall be returned to the City.
Section 9.2: Application of Chapter 1208, Government Code. Chapter 1208,
Government Code, applies to the issuance of the Certificates and the pledge of the taxes granted
by the City under Section 5.1 of this Ordinance, and such pledge is therefore valid, effective and
perfected. If Texas law is amended at any time while the Certificates are outstanding and unpaid
such that the pledge of the taxes granted by the City under Section 5.1 of this Ordinance is to be
subject to the filing requirements of Chapter 9, Business & Commerce Code, then in order to
preserve to the Registered Owners of the Certificates the perfection of the security interest in
said pledge, the City agrees to take such measures as it determines are reasonable and necessary
under Texas law to comply with the applicable provisions of Chapter 9, Business & Commerce
Code and enable a filing to perfect the security interest in said pledge to occur.
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Section 9.3: Ordinance a Contract - Amendments. This Ordinance shall constitute a
contract with the Registered Owners from time to time, be binding on the City, and shall not be
amended or repealed by the City so long as any Certificate remains Outstanding except as
permitted in this Section. The City may, without the consent of or notice to any Registered
Owners, from time to time and at any time, amend this Ordinance in any manner not detrimental
to the interests of the Registered Owners, including the curing of any ambiguity, inconsistency,
or formal defect or omission herein. In addition, the City may, with the consent of Registered
Owners who own in the aggregate 51 % of the principal amount of the Certificates then
Outstanding, amend, add to, or rescind any of the provisions of this Ordinance; provided that,
without the consent of all Registered Owners of Outstanding Certificates, no such amendment,
addition, or rescission shall (i) extend the time or times of payment of the principal of and
interest on the Certificates, reduce the principal amount thereof, the redemption price, or the rate
of interest thereon, or in any other way modify the terms of payment of the principal of or
interest on the Certificates, (ii) give any preference to any Certificate over any other Certificate,
or (iii) reduce the aggregate principal amount of Certificates required to be held by Registered
Owners for consent to any such amendment, addition, or rescission.
Section 9.4: Legal Holidays. In any case where the date interest accrues and becomes
payable on the Certificates or principal of the Certificates matures or the date fixed for
redemption of any Certificates or a Record Date shall be in the City a Saturday, Sunday, legal
holiday or a day on which banking institutions are authorized by law to close, then payment of
interest or principal need not be made on such date, or the Record Date shall not occur on such
date, but payment may be made or the Record Date shall occur on the next succeeding day which
is not in the City a Saturday, Sunday, legal holiday or a day on which banking institutions are
authorized by law to close with the same force and effect as if (i) made on the date of maturity or
the date fixed for redemption and no interest shall accrue for the period from the date of maturity
or redemption to the date of actual payment or (ii) the Record Date had occurred on the fifteenth
day of that calendar month.
Section 9.5: No Recourse Against City Officials. No recourse shall be had for the
payment of principal of or interest on any Certificates or for any claim based thereon or on this
Ordinance against any official of the City or any person executing any Certificates.
Section 9.6: 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 9.7: Severability. If any Section, paragraph, clause or provision of this
Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or
unenforceability of such Section, paragraph, clause or provision shall not affect any of the
remaining provisions of this Ordinance.
Section 9.8: Power to Revise Form of Documents. Notwithstanding any other
provision of this Ordinance, the Mayor is hereby authorized to make or approve such revisions,
additions, deletions, and variations to this Ordinance and in the form of the documents attached
hereto as exhibits as, in the judgment of the Mayor, and in the opinion of Bond Counsel to the
City, may be necessary or convenient to carry out or assist in carrying out the purposes of this
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Ordinance, or as may be required for approval of the Certificates by the Attorney General of
Texas; provided, however, that any changes to such documents resulting in substantive
amendments to the terms and conditions of the Certificates or such documents shall be subject to
the prior approval of the City Council
Section 9.9: Open Meeting. It is hereby found, determined and declared that a
sufficient written notice of the date, hour, place and subject of the meeting of the City Council at
which this Ordinance was adopted was posted at a place convenient and readily accessible at all
times to the general public at City Hall for the time required by law preceding this meeting, as
required by the Open Meetings Law, Chapter 551, Texas Government Code, and that this
meeting has been open to the public as required by law at all times during which this Ordinance
and the subject matter thereof has been discussed, considered and formally acted upon. The City
Council further ratifies, approves and confirms such written notice and the contents and posting
thereof.
Section 9.10: Repealer. All orders, resolutions and ordinances, or parts thereof,
inconsistent herewith are hereby repealed to the extent of such inconsistency.
Section 9.11: 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 9.12: Effective Date. This Ordinance shall be in force and effect from and after
its passage on the date shown below.
[signature page follows]
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HOU:2755533.4
PASSED AND APPROVED on first reading pursuant to Section 3.10 of the City Charter
this December/') , 2007.
ATTEST
E
Exhibit A - Form of Certificate
Exhibit B — Paying Agent/Registrar Agreement
Exhibit C — Official Notice of Sale
Exhibit D — Preliminary Official Statement
Exhibit E — Official Statement
Exhibit F — Insurance Provisions
CITY OF PEARLAND, TEXAS
Mayor
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HOU:2755533.3
EXHIBIT A
FORM OF CERTIFICATE
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF PEARLAND, TEXAS
CERTIFICATE OF OBLIGATION, SERIES 2008
NUMBER DENOMINATION
IR-
REGISTERED REGISTERED
2INTEREST RATE: DATED DATE: 2MATURITY DATE: 2CUSIP:
January 1, 2008 March 1,
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
3THE CITY OF PEARLAND, TEXAS, a municipal corporation of the State of Texas
(the "City"), for value received, hereby promises to pay to the Registered Owner identified above
or its registered assigns, on the maturity date specified above (or on earlier redemption as herein
provided), upon presentation and surrender of this Certificate at the principal corporate trust
office of Wells Fargo Bank, 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,
Initial Certificate shall be numbered T-1.
2 Omitted from initial Certificate.
3 The first sentence of the initial Certificate shall read as follows:
THE CITY OF PEARLAND, TEXAS, a municipal corporation of the State of Texas (the "City"), for value
received, hereby promises to pay to the Registered Owner identified above or its registered assigns, on
March 1 of each of the years and in the principal amounts set forth in the following schedule: [Insert
information regarding years of maturity, principal amounts and interest rates from Section 3.3 of the
Ordinance.] (or on earlier redemption as herein provided), upon presentation and surrender of this
Certificate at the principal corporate trust office of Wells Fargo Bank, N.A., or its successor (the "Paying
Agent/Registrar"), the principal amounts identified above (or so much thereof as shall not have been paid
or deemed to have been paid upon prior redemption) payable in any coin or currency of the United States of
America which on the date of payment of such principal is legal tender for the payment of debts due to the
United States of America, and to pay interest thereon at the rate shown above, calculated on a basis of a
360-day year composed of twelve 30-day months, from the later of the Dated Date identified above or the
most recent interest payment date to which interest has been paid or duly provided for.
A-1
HOU:2755533.4
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
September 1, 2008, 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 15th 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 SERI>~S OF
CERTIFICATES (the "Certificates") in the aggregate principal amount of $9,000,000 issued
pursuant to an ordinance adopted by the City Council of the City on December 17, 2007 (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 extension of
Broadway Street from Kirby Drive to County Road 48, (ii) the construction of a municipal
facility near the Hillhouse Road annex north of Farm to Market Road 518, and (iii) professional
services rendered in connection with the above listed projects.
4 THIS CERTIFICATE shall not be valid or obligatory for any purpose or be entitled to
any benefit under the Ordinance unless this Certificate is authenticated by the Paying
Agent/Registrar by due execution of the authentication certificate endorsed hereon.
THE CITY RESERVES THE RIGHT, at its option, to redeem, prior to their maturity,
Certificates maturing on and after March 1, 2019, in whole or in part, on March 1, 2018, or any
date thereafter, at par plus accrued interest to the date fixed for redemption.
THE CERTIFICATES MATURING on March 1, 2032 (the "Term Certificates") are
subject to mandatory sinking fund redemption in the following amounts (subject to reduction as
hereinafter provided), on the following dates, in each case at a redemption price equal to the
principal amount of the Certificates or the portions thereof so called for redemption plus accrued
interest to the date fixed for redemption:
Term Certificates Maturing March 1, 2032
Principal
Mandatory Redemption Dates Amounts
March 1, 2027 $ 305,000
March 1, 2028 320,000
March 1, 2029 335,000
March 1, 2030 1,335,000
March 1, 2031 1,675,000
March 1, 2032 (maturity) 1,930,000
' In the initial Certificate, this paragraph shall read as follows:
THIS CERTIFICATE shall not be valid or obligatory for any purpose or be entitled to any benefit under the
Ordinance unless this Certificate is registered by the Comptroller of Public Accounts of the State of Texas by due
execution of the registration certificate endorsed hereon.
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HOU:2755533.4
The particular Term Certificates to be redeemed shall be selected by the Registrar by lot or other
customary random selection method, on or before January 15 of each year in which Term
Certificates are to be mandatorily redeemed. The principal amount of Term Certificates to be
mandatorily redeemed in each year shall be reduced by the principal amount of such Term
Certificates that have been optionally redeemed on or before January 1 of such year and which
have not been made the basis for a previous reduction.
CERTIFICATES MAY BE REDEEMED IN PART only in integral multiples of $5,000.
If a Certificate subject to redemption is in a denomination larger than $5,000, a portion of such
Certificate may be redeemed, but only in integral multiples of $5,000. In selecting portions of
Certificates for redemption, each Certificate shall be treated as representing that number of
Certificates of $5,000 denomination which is obtained by dividing the principal amount of such
Certificate by $5,000. Upon surrender of any Certificate for redemption in part, the Paying
Agent/Registrar, in accordance with the provisions of the Ordinance, shall authenticate and
deliver in exchange therefor a Certificate or Certificates of like maturity and interest rate in an
aggregate principal amount equal to the unredeemed portion of the Certificate so surrendered.
NOTICE OF ANY SUCH REDEMPTION, identifying the Certificates or portions
thereof to be redeemed, shall be sent by United States mail, first class, postage prepaid, to the
Registered Owners thereof at their addresses as shown on the books of registration kept by the
Paying Agent/Registrar, not less than thirty (30) days before the date fixed for such redemption.
By the date fixed for redemption, due provision shall be made with the Paying Agent/Registrar
for the payment of the redemption price of the Certificates called for redemption. If such notice
of redemption is given, and if due provision for such payment is made, all as provided above, the
Certificates which are to be so redeemed thereby automatically shall be redeemed prior to their
scheduled maturities, they shall not bear interest after the date fixed for redemption, and they
shall not be regarded as being outstanding except for the purpose of being paid with the funds so
provided for such payment.
THIS CERTIFICATE IS TRANSFERABLE only upon presentation and surrender at the
principal corporate trust office of the Paying Agent/Registrar, accompanied by an assignment
duly executed by the Registered Owner or its authorized representative, subject to the terms and
conditions of the Ordinance.
THIS CERTIFICATE IS EXCHANGEABLE at the principal corporate trust office of the
Paying Agent/Registrar for a Certificate or Certificates of the same maturity and interest rate and
in the principal amount of $5,000 or any integral multiple thereof, subject to the terms and
conditions of the Ordinance.
THE PAYING AGENT/REGISTRAR is not required to accept for transfer or exchange
any Certificate called for redemption, in whole or in part, during the forty-five (45) day period
immediately prior to the date fixed for redemption; provided, however, that such limitation shall
not apply to the transfer or exchange by the Registered Owner of an unredeemed portion of a
Certificate called for redemption in part.
THE CITY OR PAYING AGENT/REGISTRAR may require the Registered Owner of
any Certificate to pay a sum sufficient to cover any tax or other governmental charge that may be
A-3
HOU:2755533.4
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.
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.
CITY OF PEARLAND, TEXAS
Mayor
(SEAL)
COUNTERSIGNED:
A-4
HOU:2755533.4
City Secretary
A-5
HOU:2755533.4
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:
OFFICE OF THE COMPTROLLER
OF PUBLIC ACCOUNTS
THE STATE OF TEXAS
§
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:
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.
as Paying Agent/Registrar
By
Authorized Signature
Date of Authentication:
A-6
HOU:2755533.4
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 bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer such bond on the books
kept for registration thereof, with full power of substitution in the premises.
DATED:
Signature Guaranteed:
NOTICE: Signature must be guaranteed by a
member firm of the New York Stock Exchange
or a commercial bank or trust company.
* * *
Registered Owner
NOTICE: The signature above must
correspond to the name of the Registered
Owner as shown on the face of this bond in
every particular, without any alteration,
enlargement or change whatsoever.
STATEMENT OF INSURANCE
[To Come]
A-7
HOU:2755533.4
EXHIBIT B
PAYING AGENT/REGISTRAR AGREEMENT
See Tab No. 7
B-1
HOU:2755533.4
EXHIBIT C
OFFICIAL NOTICE OF SALE
See Tab No. 5
C-1
HOU:2755533.4
EXHIBIT D
PRELIMINARY OFFICIAL STATEMENT
See Tab No. 5
D-1
HOU:2755533.4
EXHIBIT E
OFFICIAL STATEMENT
See Tab No. 6
E-1
HOU:2755533.4
EXHIBIT F
INSURANCE PROVISIONS
F-1
HOU:2755533.4
fire FSA
A De -via Company
VIA E-MAIL
Mr. Gary Utkov
First Southwest Company
325 N. St. Paul Street, Suite 800
Dallas, Texas 75201
December 19, 2007
Re: $9,000,000 in aggregate principal amount of City of Pearland, Texas Certificates of
Obligation, Series 2008
Dear Mr. Utkov:
Enclosed please find the original of our commitment letter in respect of the above -referenced issue. Please return
one fully executed original to me at the address indicated below. The signed original, executed by an authorized
officer, must be returned to me prior to any reference to Financial Security Assurance Inc. ("Financial Security') as
insurer of the issue being made in marketing efforts in respect of the issue.
The bond proof and official statement drafts should be delivered to me with reasonable opportunity to submit any
comments prior to final printing of these items. Financial Security will require, prior to closing, four hard copies of the
final official statement. I would also appreciate being notified of a confirmed closing date as soon as it becomes
available.
My contact information is as follows:
Telephone: (212) 339-3537
Fax: (212) 857-0514
Email: LSantana@FSA.com
Attached as a link to this e-mail is Financial Security's website, where the logo, statement of insurance, disclosure
language, specimen policy, procedures for premium payment may be accessed and downloaded as needed.
We will deliver to Bond Counsel, for the pre -closing, a copy of the municipal bond insurance policy of Financial
Security, the executed disclosure, no default and tax certificate and the executed opinion of Associate General
Counsel and other certificates needed in the transaction via email. The original municipal bond insurance policy will
be sent to your attention via overnight mail to be held in escrow until the closing. Any inquiries regarding rating
agency fees should be directed to the respective rating agencies. As a post -closing condition, Financial Security shall
receive one original and two copies of the final closing transcript of proceedings. Such closing transcript may be in
the form of either hard copies or three CD-ROMs.
I look forward to working with you.
Enclosures
ec: Rick Witte, Esq.; Andrews Kurth LLP
Mr. Frank J. lldebrando; RBC Dain Rauscher Inc.
Very truly yours,
Lillie Santana
Assistant Vice President
Documentation and Closing Supervisor
Financial Security Assurance
ce>
31. Atc t.y::nii Street • New"York. NOW York tool() Tcl: 2.12.82(6.O1o0 • l°ax: zi WJ)8.;;roe
New York . I1 tl1 t _ - San Francisco • London • ll<lrifl • l aria • • Singapore • Sydney .Tokyo
Sig fSA
MUNICIPAL BOND INSURANCE COMMITMENT
FINANCIAL SECURITY ASSURANCE INC. ("Financial Security" or "FSA") hereby commits to issue its Municipal Bond
Insurance Policy (the "Policy") relating to whole maturities of the debt obligations described in Exhibit A attached hereto (the
"Bonds"), subject to the terms and conditions set forth in this Commitment, of which Commitment Exhibit A is an integrated
part, or added hereto (the "Commitment"). To keep this Commitment in effect after the Expiration Date set forth in Exhibit A
attached hereto, a request for renewal must be submitted to Financial Security prior to such Expiration Date. Financial
Security reserves the right to refuse wholly or in part to grant a renewal.
THE MUNICIPAL BOND INSURANCE POLICY SHALL BE ISSUED IF THE FOLLOWING CONDITIONS ARE SATISFIED:
1. The documents to be executed and delivered in connection with the issuance and sale of the Bonds shall not contain
any untrue or misleading statement of a material fact and shall not fail to state a material fact necessary in order to make the
information contained therein not misleading.
2. No event shall occur which would permit any underwriter or purchaser of the Bonds, otherwise required, not to be
required to underwrite or purchase the Bonds on the date scheduled for the issuance and delivery thereof ("Closing Date").
3. There shall be no material change in or affecting the Bonds (including, without limitation, the security for the Bonds) or
the financing documents or the Official Statement (or any similar disclosure documents) to be executed and delivered in
connection with the issuance and sale of the Bonds from the descriptions or forms thereof approved by Financial Security.
4. The Bonds shall contain no reference to Financial Security, the Policy or the insurance evidenced thereby except as
may be approved by Financial Security. BOND PROOFS SHALL HAVE BEEN APPROVED BY FINANCIAL SECURITY
PRIOR TO PRINTING. The Bonds shall bear a Statement of Insurance in the form provided by Financial Security.
5. Financial Security shall be provided with:
(a) Executed copies of all financing documents, any disclosure document (the "Official Statement") and the
various legal opinions delivered in connection with the issuance and sale of the Bonds (which shall be dated the Closing Date
and which, except for the opinions of counsel relating to the adequacy of disclosure, shall be addressed to Financial Security
or accompanied by a letter of such counsel permitting Financial Security to rely on such opinion as if such opinion were
addressed to Financial Security), including, without limitation, the approving opinion of bond counsel. Each of the foregoing
shall be in form and substance acceptable to Financial Security. Copies of all drafts of such documents prepared subsequent
to the date of the Commitment (blacklined to reflect all revisions from previously reviewed drafts) shall be furnished to Financial
Security for review and approval. Final drafts of such documents shall be provided to Financial Security at least three (3)
business days prior to the issuance of the Policy, unless Financial Security shall agree to some shorter period.
(b) Evidence of wire transfer in federal funds of an amount equal to the insurance premium, unless alternative
arrangements for the payment of such amount acceptable to Financial Security have been made prior to the delivery date of
the Bonds.
(c) Standard & Poor's Credit Market Services, Moody's Investors Service Inc. and Fitch IBCA, Inc. will
separately present bills for their respective fees relating to the Bonds. Payment of such bills by the Issuer should be made
directly to such rating agency. Payment of the rating fee is not a condition to release of the Policy by Financial Security.
6. Promptly after the closing of the Bonds, Financial Security shall receive three completed sets of executed documents
(one original and either (i) two photocopies (each unbound) or (ii) three compact discs).
7. The Official Statement shall contain the language provided by Financial Security and only such other references to
Financial Security or otherwise as Financial Security shall supply or approve. FINANCIAL SECURITY SHALL BE PROVIDED
WITH FOUR PRINTED COPIES OF THE OFFICIAL STATEMENT.
EXHIBIT A
TERM SHEET FOR MUNICIPAL BOND INSURANCE COMMITMENT
Issuer: City of Pearland, Texas
Principal Amount of Bonds Insured: Not to Exceed $9,000,000
Name of Bonds Insured: Certificates of Obligation, Series 2008
Date of Commitment: December 19, 2007 Expiration Date: Friday, February 22, 2008*
Premium: $74,700.00
Bond Counsel Opinion -- Language Requirements:
The approving opinion of Bond Counsel shall include language to the effect that the Bonds are a full faith and credit
obligation of the Issuer, the payment for which the Issuer is obligated to exercise its ad valorem taxing power, within
the limits prescribed by law, upon all taxable property within the Issuer.
FINANCIAL SECURITY ASSURANCE INC.
Authorized Officer
*To keep the Commitment in effect to the Expiration Date set forth above, Financial Security must receive a duplicate
of this Exhibit A executed by an authorized officer by the earlier of the date on which the Official Statement containing
disclosure language about Financial Security is circulated and ten days from the Date of Commitment.
The undersigned agrees that if the Bonds are insured by a policy of municipal bond insurance, such insurance shall
be provided by Financial Security in accordance with the terms of the Commitment.
FIRST SOUTHWEST COMPANY
Authorized Officer
L:\LEGAL\M UN IS\STATES\TX\104947_C.doc
PROCEDURES FOR PREMIUM PAYMENT TO
FINANCIAL SECURITY ASSURANCE INC.
Financial Security's issuance of its municipal bond insurance policy at bond closing is
contingent upon payment and receipt of the premium. NO POLICY MAY BE RELEASED UNTIL
PAYMENT OF SUCH AMOUNT HAS BEEN CONFIRMED. Set forth below are the procedures
to be followed for confirming the amount of the premium to be paid and for paying such amount:
Confirmation of
Amount to be Paid:
Upon determination of the final debt service
schedule, fax such schedule to Financial Security
Attention: Rebecca Seesel, Analyst
Phone No.: (212) 339-3528
Fax No.: (212) 857-0552
Confirm with the individual in our underwriting department that you are in agreement
with respect to par and premium on the transaction prior to the closing date.
Payment Date: Date of Delivery of the insured bonds.
Method of Payment: Wire transfer of Federal Funds.
Wire Transfer Instructions:
Bank: The Bank of New York
ABA#: 021 000 018
Acct. Name: Financial Security Assurance Inc.
Account No.: 8900297263
Transaction No.: 104947
CONFIRMATION OF PREMIUM WIRE NUMBER AT CLOSING
Financial Security will accept as confirmation of the premium payment a wire transfer number and the name of the
sending bank, to be communicated on the closing date to Lillie Santana, Assistant Vice President Documentation and
Closing Supervisor, (212) 339-3537.
CITY OF PEARLAND
S9,000,000
CERTIFICATES OF OBLIGATION,
SERIES 2008
TRANSCRIPT OF PROCEEDINGS
Andrews Kurth LLP
600 Travis, Suite 4200
Houston, Texas 77002
(713) 220-4200
HOU:648931.1
OFFICIAL STATEMENT DATED DECEMBER 17, 2007
In the opinion of Bond Counsel, interest on the Certificates is excludable from gross income for federal income tax purposes under existing law,
subject to the matters described under "Tax Exemption" herein, and is not includable in the alternative minimum taxable income of individuals. See
"TAX EXEMPTION" for a discussion of the opinion of Bond Counsel, including the alternative minimum tax on corporations.
NEW ISSUE: BOOK -ENTRY -ONLY RATINGS: Moody's Investors Service, Inc. "Aaa"
Standard & Poor's Ratings Services "AAA"
$9,000,000
CITY OF PEARLAND, TEXAS
(A political subdivision of the State of Texas located within Brazoria and Harris Counties)
CERTIFICATES OF OBLIGATION, SERIES 2008
Dated: January I, 2008 Due: March 1, as shown below
Principal of and interest on the $9,000,000 City of Pearland, Texas, Certificates of Obligation, Series 2008 (the "Certificates") is payable by Wells
Fargo Bank, N.A., Houston, Texas, the initial paying agent/registrar (the "Paying Agent/Registrar"). The Certificates are initially registered and
delivered only to Cede & Co., the nominee of The Depository Trust Company ("DTC") pursuant to the Book -Entry -Only System described herein.
Beneficial ownership of the Certificates may be acquired in denominations of $5,000 or integral multiples thereof. No physical delivery of the
Certificates will be made to the beneficial owners thereof. Principal of and interest on the Certificates will be payable by the Paying
Agent/Registrar to Cede & Co., which will make distribution of the amounts so paid to the beneficial owners of the Certificates. See "THE
CERTIFICATES - Book -Entry -Only System" herein. Interest on the Certificates will accrue from January 1, 2008 and is payable on March I and
September 1 of each year, commencing September 1, 2008, to the registered owners (initially Cede & Co.) appearing on the registration books of the
Paying Agent/Registrar on the 15th day of the month preceding each interest payment date (the "Record Date"). See "THE CERTIFICATES -
Description."
The Certificates, when issued, will constitute valid and binding obligations of the City of Pearland, Texas (the "City") and will be payable from the
proceeds of an annual ad valorem tax, levied within the limits prescribed by law, against all taxable property within the City and will be further
payable from a limited junior and subordinate pledge of the Net Revenues (as defined in the Ordinance) of the City's waterworks and sewer system
(the "System") in an amount not to exceed $10,000. See "THE CERTIFICATES - Source of Payment."
The Certificates are issued pursuant to the Constitution and general laws of the State of Texas, particularly Subchapter C of Chapter 271, Texas Local
Government Code, as amended, and an ordinance (the "Ordinance") to be approved by City Council on December 17, 2007. See "THE
CERTIFICATES — Authorization of the Certificates."
Proceeds of the sale of the Certificates will be used for the construction and improvements of streets within the City and payment for professional
services rendered in connection with these projects. Proceeds from the sale of the Certificates will also be used to pay the costs of issuance of the
Certificates. See "THE CERTIFICATES - Use of Proceeds."
The scheduled payment of principal of and interest on the Certificates when due will be guaranteed under an
insurance policy to be issued concurrently with the delivery of the Certificates by FINANCIAL SECURITY
ASSURANCE INC. SEE "BOND INSURANCE."
PRINCIPAL AMOUNTS, MATURITIES, INTEREST RATES AND PRICES
(Due March I)
$3,100,000 Serial Obligations
Initial CUSIP Initial CUSIP
Principal Interest Reoffering Nos. Principal Interest Reoffering Nos.
Maturity Amount Rate Yield (a) 704862 (b) Maturity Amount Rate Yield (a) 704862 (b)
2009 $ 80,000 4.000% 3.100% ZV6 2018 $ 165,000 4.000% 3.980% A68
2010 110,000 4.000 3.170 ZW4 2019(c) 185,000 4.000 4.080 A76
2011 95,000 3.875 3.240 ZX2 2020(c) 195,000 4.000 4.200 A84
2012 130,000 3.750 3.340 ZYO 2021(c) 205,000 4.125 4.300 A92
2013 105,000 3.875 3.450 ZZ7 2022(c) 215,000 4.250 4.400 B26
2014 155,000 3.875 3.530 A27 2023(c) 225,000 4.300 4.450 B34
2015 145,000 3.875 3.620 A35 2024(c) 240,000 4.375 4.500 B42
2016 150,000 4.000 3.740 A43 2025(c) 250,000 4.400 4.550 B59
2017 160,000 4.000 3.830 A50 2026(c) 290,000 4.500 4.600 B67
$5,900,000 Term Obligations
$5,900,000 Term Obligation Due March 1, 2032 (b)(c)(d) Interest Rate 5.000% (Price $103.694) CUSIP Number 704862 B75
i�
"IP FSA.
(a) The initial yields will be established by and are the sole responsibility of the Underwriters, and may subsequently be changed.
(b) CUSIP numbers have been assigned to the Certificates by Standard and Poor's CUSIP Service Bureau, A Division of the McGraw-Hill
Companies. Inc., and are included solely for the convenience of the registered owners of the Certificates. Neither the City, the Financial Advisor,
nor the Underwriters are responsible for the selection or correctness of the CUSIP numbers set forth herein.
(c) The Certificates maturing on March 1, 2019 and thereafter, are subject to redemption, at the option of the City, at par value thereof plus accrued
interest on March 1, 2018, or any date thereafter. See "THE CERTIFICATES - Redemption Provisions."
(d) Subject to mandatory redemption in the years and in the amounts set forth herein under the caption "THE CERTIFICATES — Redemption
Provisions — Mandatory Redemption."
The Certificates are offered when. as and if issued, subject to the approving opinion of the Attorney General of the State of Texas and the opinion of
Andrews Kurth LLP, Houston, Texas, Bond Counsel for the City, as to the validity of the issuance of the Certificates under the Constitution and laws
of the State of Texas. See "LEGAL MATTERS." Delivery of the Certificates through DTC is expected to be on or about January 17, 2008.
SY.
sv
e
PRELIMINARY OFFICIAL STATEMENT DATED DECEMBER 4, 2007
This Preliminary Official Statement is subject to completion and amendment. Upon sale of the Certificates, the Official Statement will be
completed and delivered to [he Underwriters. Prospective purchasers must read the entire Official Statement to make an informed investment
decision.
In the opinion of Bond Counsel, interest on the Certificates is excludable from gross income for federal income tax purposes under existing law,
subject to the matters described under "Tax Exemption" herein, and is not includable in the alternative minimum taxable income of individuals.
See "TAX EXEMPTION" for a discussion of the opinion of Bond Counsel, including the alternative minimum tax on corporations.
NEW ISSUE: BOOK -ENTRY -ONLY RATINGS: Moody's Investors Service, Inc.
Standard & Poor's Ratings Services 61
$9,000,000
CITY OF PEARLAND, TEXAS
(A political subdivision of the State of Texas located within Brazoria and Hams Counties)
CERTIFICATES OF OBLIGATION, SERIES 2008
Dated: January 1, 2008 Due: March 1, as shown below
Principal of and interest on the $9,000,000 City of Pearland, Texas, Certificates of Obligation, Series 2008 (the "Certificates") is payable by
Wells Fargo Bank, N.A., Houston, Texas, the initial paying agent/registrar (the "Paying Agent/Registrar"). The Certificates are initially
registered and delivered only to Cede & Co., the nominee of The Depository Trust Company ("DTC") pursuant to the Book -Entry -Only System
described herein. Beneficial ownership of the Certificates may be acquired in denominations of $5,000 or integral multiples thereof. No physical
2 delivery of the Certificates will be made to the beneficial owners thereof. Principal of and interest on the Certificates will be payable by the
Paying Agent/Registrar to Cede & Co., which will make distribution of the amounts so paid to the beneficial owners of the Certificates. See
2 "THE CERTIFICATES - Book -Entry -Only System" herein. Interest on the Certificates will accrue from January 1, 2008 and is payable on
March 1 and September 1 of each year, commencing September 1, 2008, to the registered owners (initially Cede & Co.) appearing on the
• registration books of the Paying Agent/Registrar on the 15th day of the month preceding each interest payment date (the "Record Date"). See
• 'THE CERTIFICATES - Description."
E The Certificates, when issued, will constitute valid and binding obligations of the City of Pearland, Texas (the "City") and will be payable from
the proceeds of an annual ad valorem tax, levied within the limits prescribed by law. against all taxable property within the City and will be
further payable from a limited junior and subordinate pledge of the Net Revenues (as defined in the Ordinance) of the City's waterworks and
sewer system (the "System") in an amount not to exceed $10,000. See "THE CERTIFICATES - Source of Payment."
The Certificates are issued pursuant to the Constitution and general laws of the State of Texas, particularly Subchapter C of Chapter 271, Texas
Local Government Code, as amended, and an ordinance (the "Ordinance") to be approved by City Council on December 17, 2007. See 'THE
, • CERTIFICATES — Authorization of the Certificates."
Proceeds of the sale of the Certificates will be used for the construction and improvements of streets within the City and payment for professional
services rendered in connection with these projects. Proceeds from the sale of the Certificates will also be used to pay the costs of issuance of the
2 Certificates. See "THE CERTIFICATES - Use of Proceeds."
The City has applied for a municipal bond insurance policy to guarantee the scheduled payment of principal of and interest on the Certificates.
The premium for such insurance, if purchased will be paid by the Underwriters (hereafter defined). See "SALE AND DISTRIBUTION OF THE
CERTIFICATES — Municipal Bond Insurance."
PRINCIPAL AMOUNTS, MATURITIES, INTEREST RATES AND PRICES
(Due March 1)
Initial CUSIP Initial CUSIP
Principal Interest Reoffering Nos. Principal Interest Reoffering Nos.
Maturity Amount Rate Yield (a) (b) Maturity Amount Rate Yield (a) (b)
2009 $ 80,000 % % 2021(c) $ 205,000 % % %
2010 110,000 2022(c) 215,000
2011 95,000 2023(c) 225,000
2012 130,000 2024(c) 240,000
2013 105,000 2025(c) 250,000
2014 155,000 2026(c) 290,000
2015 145,000 2027(c) 305,000
2016 150,000 2028(c) 320,000
2017 160,000 2029(c) 335,000
2018 165,000 2030(c) 1,335,000
2019(c) 185,000 2031(c) 1,675,000
2020(c) 195,000 2032(c) 1,930,000
(a) The initial yields will be established by and are the sole responsibility of the Underwriters, and may subsequently be changed.
(b) CUSIP numbers have been assigned to the Certificates by Standard and Poor's CUSIP Service Bureau, A Division of the McGraw-Hill
Companies, Inc., and are included solely for the convenience of the registered owners of the Certificates. Neither the City, the Financial
Advisor, nor the Underwriters are responsible for the selection or correctness of the CUSIP numbers set forth herein.
(c) The Certificates maturing on March 1, 2019 and thereafter, are subject to redemption, at the option of the City, at par value thereof plus
accrued interest on March I, 2018, or any date thereafter, See "THE CERTIFICATES - Redemption Provisions."
The Certificates are offered when, as and if issued, subject to the approving opinion of the Attomey General of the State of Texas and the opinion
of Andrews Kurth LLP, Houston, Texas, Bond Counsel for the City, as to the validity of the issuance of the Certificates under the Constitution
and laws of the State of Texas. See "LEGAL MA7"I'LRS." Delivery of the Certificates through DTC is expected to be on or about January 17,
2008.
SELLING: MONDAY, DECEMBER 17, 2007
UNTIL 1:00 P.M., HOUSTON TIME
CERTIFICATE FOR RESOLUTION
THE STATE OF TEXAS
COUNTIES OF BRAZORIA AND HARRIS
CITY OF PEARLAND
I, the undersigned officers of the City of Pearland, Texas (the "City"), hereby
certify as follows:
1. The City Council of the City convened in a regular meeting on November 12,
2007, 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
Steve Saboe Mayor Pro-Tem
Woodrow Owens Councilmember
Helen Beckman Councilmember
Felicia Kyle Councilmember
Kevin Cole Councilmember
and all of such persons were present except Councilmember Cole, thus constituting a quorum.
Whereupon, among other business, the following was transacted at said meeting: a written
RESOLUTION AUTHORIZING PUBLICATION OF NOTICE OF INTENTION
IT ISSUE CERTIFICATES OF OBLIGATION IN A PRINCIPAL AMOUNT
NOT TO EXCEED $10,500,000 FOR THE ACQUISITION, CONSTRUCTION
AND IMPROVEMENT OF CERTAIN PUBLIC WORKS, AUTHORIZING
DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT RELATING
TO SUCH CERTIFICATES AND AUTHORIZING CERTAIN OTHER
MATTERS RELATING THERETO
(the "Resolution") was duly introduced for the consideration of the City Council and read in full.
It was then duly moved and seconded that the Resolution be adopted; and, after due discussion,
such motion, carrying with it the adoption of the Resolution, prevailed and carried by the
following vote:
AYES: 4
NAYS: 0 ABSTENTIONS: 0
2. That a true, full and correct copy of the Resolution adopted at the meeting
described in the above and foregoing paragraph is attached to and follows this certificate; that the
Resolution has been duly recorded in the City Council's minutes of such meeting; that the above
and foregoing paragraph is a true, full and correct excerpt from the City Council's minutes of
such meeting pertaining to the adoption of the Resolution; 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
HOU:2749120.2
subject of the aforesaid meeting, and that the Resolution 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 January 11, 2008.
D4j
Mayor
CITY OF PEARLAND, TEXAS
HOU:2749120.2
RESOLUTION NO. R2007-174
RESOLUTION AUTHORIZING PUBLICATION OF NOTICE OF INTENTION
TO ISSUE CERTIFICATES OF OBLIGATION IN A PRINCIPAL AMOUNT
NOT TO EXCEED $10,500,000 FOR THE ACQUISITION, CONSTRUCTION
AND IMPROVEMENT OF CERTAIN PUBLIC WORKS, AUTHORIZING
DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT RELATING
TO SUCH CERTIFICATES AND AUTHORIZING CERTAIN OTHER
MATTERS RELATING THERETO
STATE OF TEXAS
COUNTIES OF BRAZORIA AND HARRIS
CITY OF PEARLAND
WHEREAS, the City Council (the "City Council") of the City of Pearland, Texas (the
"City"), is authorized to issue certificates of obligation to pay contractual obligations to be
incurred for the construction of public works, for 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 pursuant to Subchapter C of Chapter
271, Texas Local Government Code, as amended;
WHEREAS, the City Council has determined that it is in the best interests of the City and
otherwise desirable to issue certificates of obligation in a principal amount not to exceed
$10,500,000 styled "City of Pearland, Texas Certificates of Obligation, Series 2008" (the
"Certificates") for the design, engineering, acquisition and construction of certain public works
and the purchase of certain equipment for authorized needs and purposes;
WHEREAS, in connection with the Certificates, the City Council intends to publish
notice of intent to issue the Certificates (the "Notice") in a newspaper of general circulation in
the City;
WHEREAS, for purposes of providing for the sale of the Certificates, the City Council
intends to authorize the preparation of a Preliminary Official Statement (the "Preliminary
Official Statement") to be used in the public offering of the Certificates; and
WHEREAS, the City Council has been presented with and has examined the proposed
form of Notice and finds that the form and substance thereof are satisfactory, and that the recitals
and findings contained therein are true, correct and complete.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND,
TEXAS:
Section 1. Preamble. The facts and recitations contained in the preamble of this
Resolution are hereby found and declared to be true and correct.
HOU:2743601.2
Section 2. Authorization of Notice. The City Secretary is hereby authorized and
directed to execute and deliver the Notice set forth in Exhibit A hereto and to publish such
Notice on behalf of the City once a week for two (2) consecutive weeks in a newspaper which is
of general circulation in the City, the date of the first publication to be at least thirty-one (31)
days before the date tentatively set in the Notice for the passage of the ordinance authorizing the
issuance of the Certificates.
Section 3. Engagement of Professionals. This City Council hereby approves the
engagement of Andrews Kurth LLP, as bond counsel ("Bond Counsel") in connection with the
issuance of the Certificates.
Section 4. Authorization of a Preliminary Official Statement. This City Council
hereby approves the preparation and distribution by the City's financial advisor to prospective
purchasers of the Certificates of the Preliminary Official Statement, as the same may be
completed, modified, or supplemented with the approval of the Mayor or other authorized
officers and agents of the City.
Section 5. Authorization of Other Matters Relating Thereto. The Mayor, City
Secretary and other officers and agents of the City are hereby authorized and directed to do any
and all things necessary or desirable to carry out the provisions of this Resolution.
Section 6. Effective Date. This Resolution shall take effect immediately upon
passage.
Section 7. Public Meeting. It is officially found, determined and declared that the
meeting at which this Resolution is adopted was open to the public and public notice of the time,
place and subject matter of the public business to be considered at such meeting, including this
Resolution, was given all as required by the Texas Government Code, Chapter 551, as amended.
2
HOU:2743601.2
PASSED AND APPROVED this 12 day of November, 2007.
/s/ Tom Reid
Mayor
City of Pearland, Texas
ATTEST:
/s/ Young Lorfing
City Secretary
City of Pearland, Texas
(SEAL)
3
HOU:2743601.2
EXHIBIT A
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 6:00 p.m. on the
17th day of December, 2007, which is the time and place tentatively set for the passage 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 limited (in an amount
not to exceed $10,000) subordinate pledge of certain revenues of the water and sewer system of
the City, in the maximum aggregate principal amount of $10,500,000, bearing interest at any rate
or rates, not to exceed the maximum interest rate now or hereafter 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 forty (40) years from the date thereof, for the purpose 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 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 extension of Broadway Street from
Kirby Drive to County Road 48, (ii) the construction of a municipal facility near the Hillhouse
Road annex north of Farm to Market Road 518, and (iii) professional services rendered in
connection with the above listed projects.
WITNESS MY HAND AND THE OFFICIAL SEAL OF THE CITY, this day of
November, 2007.
City Secretary
City of Pearland, Texas
HOU:2743601.2
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 December 17,
2007, 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
Steve Saboe Mayor Pro-Tem
Woodrow Owens Councilmember
Helen Beckman Councilmember
Felicia Kyle Councilmember
Kevin Cole Councilmember
and all of such persons were present thus constituting a quorum. Whereupon, among other
business, the following was transacted at said meeting: a written
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF PEARLAND,
TEXAS CERTIFICATES OF OBLIGATION, SERIES 2008; 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 "Resolution") was duly introduced for the consideration of the City Council and read in full.
It was then duly moved and seconded that the Resolution be adopted; and, after due discussion,
such motion, carrying with it the adoption of the Resolution, prevailed and carried by the
following vote:
AYES: 5
NAYS: 0 ABSTENTIONS: 0
2. That a true, full and correct copy of the Resolution adopted at the meeting
described in the above and foregoing paragraph is attached to and follows this certificate; that the
Resolution has been duly recorded in the City Council's minutes of such meeting; that the above
and foregoing paragraph is a true, full and correct excerpt from the City Council's minutes of
HOU:2758903.1
such meeting pertaining to the adoption of the Resolution; 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 Resolution 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 December 17, 2007.
CI , . ecre
C '! OF PEARLAND, TEXAS
(S5444 ARLq;�;oA
o,
0741r
)0/1.)
Mayor
CITY OF PEARLAND, TEXAS
HOU:2758903.1
_
AFFIDAVIT OF. PUBLIcATION •
The Pearland Reporter News•
2404 SouthPark
Pearland, Texas 775.81
• State of Texas
Brazoria and Harris Counties
1; Lloyd Morrow, hereby certify that the notice hereby appended waspublished
.in THE. REPORTER NEWS, a newspaper of general circulation in Brazoria; Harris
and Galveston Counties, for / issues, as follows:
Date
No. Date
• No. Date
. No. Date.
No. Date
•
I Subscribe and swo
20
Notary Public, State of Texas
Commission.Expires 09-09-2010
• • • • • • • • ••••.F•10,13*. it.....4.7:1•,:,•:••• • • :,
20
20 s
20
day o
Laura Ann .rnrnons; Publisher
*teal PiibTic;'Wtale CA -Texas
•
?..
f.� Published Nov. 14 and:.
i Nov.21, 2007.
mum
i NOTICE OF INTENTION amou
TO ISSUE CERTIFICATES
bearing
or rate
INOTI'CE IS HEREB
GIVEN that the council o
,' the City of Pearand, Texas
(the "City") will meet at its
regular meeting place at
City Hall, Pearland, Texas at
6:00 p.m. on the 17th day of
f December 2007, which is
the time and place tenta- J
tively set for the passage of
an ordinance and such
other action as may be
deemed necessary to
t authorize the issuance of
the City's certificates of obli-
gation, payable from ad val-
orem taxation and a limited
C(in an amount not to !exceed ,l
810,000) , subordinate
pledge :of certain revenues
of the water and sewer sys-
tem of-axi;• the City, in the mo
— �s
Is
fr
R
ti
in
an
M
i pr
de
ab
Y p maxim
f, or her
law, as
aggregate principal
t of $10,500,000,
interest at'any rate 1
, not to exceed the
m interest 'rate now
fter authorized by I
hail be determined I1
within, ttje discretion of the i
City CoUncil at the time of 1
issuance and maturing over j
1, a period of years not to !
,' exceed forty (40) years from ?
the date thereof, for the pur- +'
poses ofII evidencing the J
indebtnes of the City to
pay all orillliii any part of the
contractual obligations to be
incurred for the construction
of public works and the pur-
chase of materials, sup-'
plies, equipment, machin- I
ery, buildings, land and
right-of-way for authorized
needs and purposes and for j
the payment of contractual 1
blgations for professional I
ervices, to wit (i) the exten- ,'
ion of Broadway Street
om Kirby Drive to County i
oad 48, (ii) the construc- j
on of, a municipal facility
ear the Hillhouse Road
nex north of Farm to f
arket Road 518, and (iii) i
ofessional services ren-
red in connection with the J
ove ' listed projects. j
WITNESS MY HAND AND j
THE OFFICIAL ,SEAL OF
THE CITY , this 12th day of j
November, 2007.
j r
llsl Young Lorfing, TRMC
City Secretary : .
City of Pearland, Texas
1
AFFIDAVIT OF PUBLICATION
The Pearland Reporter News
2404 South Park
Pearland, Texas 77581
State of Texas
Erazoria and Hams Counties
I� L1oYd lViorrow, hereby certify that the notice
- in THE. REPORTER . a er ofhereby appended was: published
NEWS, a news
newspaper general circulation in BraZoria9 Harris
and ;Galveston .Counties; for
/ � .issues, as follows:
No. No.
No.
No.
No.
Subscribe and swo
20
Date
20
Date
20
Date
20
Date
20
Date
20
LA
Notary Public, State of Texas
My Commission• Expires 09-09-2010
• Laura Ann .Emmons; Publisher
Notary Public,• State of Texas
Published Nov. 14 andc
Nov.21, 2007.
NOTICE OF INTENTION'
TO ISSUE CERTIFICATES'
NOTICE IS HEREBY
GIVEN that the council of
the .City of Pearland, Texas
(the "City") will meet at its
regular meeting place at
City Hall, Pearland, Texas at
6:00 p.m. on the 17th day of
December. , 2007, which is
the time and place tenta- J
tively set for the passage of
an ordinance and such
other action as may be
deemed necessary to
authorize the issuance of
the City's certificates of obli-
gation, payable from ad val-
orem' taxation and a limited
(in an amount not to exceed
$10,000) , subordinate
pledge of certain revenues
of the water and sewer sys-
tem of the City, in the maxi-
LEGALS
mum aggregate principal
amount of $10,500,000,
bearing interest at any rate
or rates, not to exceed the
maximum interest rate now
or hereafter 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 forty.(40) years from
the date thereof, for the pur-
poses' of evidencing the
indebthess 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, equipment, machin-
ery, buildings, land and
right-of-way for authorized
needs and purposes and for
the payment of contractual
obligations for professional
services, to wit (i).the exten-
' sion of Broadway Street
from Kirby Drive to County
Road 48, (ii) the, construc-
tion of, a municipal facility
near the Hillhouse Road
annex north of, Farm to
Market Road 518, and (iii)
professional services ren-
dered in connection with the
above listed • projects.
WITNESS MY HAND AND
THE OFFICIAL ,SEAL OF
THE CITY , this 12th day of
November, 2007.
Isi 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, Lloyd Morrow, hereby certify that the notice hereby appended was published
in THE REPORTER NEWS, a newspaper of general circulation in Brazoria, Harris
and Galveston Counties, for / issues, as follows:
No 1 Date i/- 2f 20 07
No Date 20
No. Date 20
No Date 20
No. Date 20
Subscribe and sworn to before me this ' day of
20 D1
Laura Ann Emmons, Publisher
Notary Public, State °of Texas
the -City -of Peariand, Texas m21' - - -- {
(the "City") will meet at it INOTICE OF INTENTION
regular meeting place at, j P
City Hall, Pearland, Texas at,
16:00 p.m. on the 17th day of
I December , 2007, which isi
I the time and place tentative-, �'
1 ly set for the passage of an,'
ordinance and such other', -
action as may be deemed!
. necessary to authorize thei
issuance of the City's certifi-.
• cates of obligation, payable'
` from ad `valorem taxation
I and a limited (in an amount!
not to exceed $10,000) sub -I
ordinate pledge of certain'
revenues of the water and
sewer system of the City, in 1
-the maximum aggregate ,
principal amount of
$10,500,000, bearing inter-'
i i
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 discretionof 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-
, poses of evidencing the
' indebtness of the City to pay
all or any part of the con-
` tractual obligations to be
incurred for the construction '
1 of public works and the pur-
I chase of materials, sup-
plies, equipment, machin-
i ery, buildings, land and
I right-of-way for authorized
needs and purposes and for 1
i the payment of contractual
obligations for professional'
services, to wit (i) the exten-
sion of Broadway Street
from Irby Drive to County a
1 Road 48, (ii) the construe-
' tion of a municipal facility '
near the Hillhouse Road
1 annex- north' -of- Farm to
Market Road 518, and (iii)
professional - services ren-'
• dered in connection with the '
• above listed projects.
WITNESS MY HAND AND
THE OFFICIAL SEAL OF
THE CITY , this 12th day of
• November, 2007. ,
1 TO ISSUE CERTIFICATES]
NOTICE IS H E R E B YI ; Published Nov. 14 and Nov.
GIVEN that the council of
Is/ Young Lorfing, TRMC
City Secretary
City of Pearland, Texas