Ord. 1333 2007-12-17 ORDINANCE NO. 1333
AN ORDINANCE AUTHORIZING AND ORDERING THE ISSUANCE OF CITY OF
PEARLAND, TEXAS PERMANENT IMPROVEMENT BONDS, 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 BONDS;
AUTHORIZING THE PURCHASE OF BOND INSURANCE; MAKING OTHER
PROVISIONS REGARDING SUCH BONDS, 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 by Section 3.07 of its Home Rule Charter and the Constitution and laws of the State
of Texas, particularly Chapters 1331 of the Texas Government Code, as amended, to issue bonds
for the purpose of making needed public improvements;
(b) The issuance of the bonds herein authorized was approved by the voters of the
City at an election held for such purpose on May 12, 2007 (the "Election"), which was called by
the City Council pursuant to Resolution No. R2007-35 adopted March 5, 2007, and which
authorized the issuance of: (1) $84,190,000 in bonds for purchasing and otherwise acquiring land
for and constructing, repairing and improving streets, bridges and sidewalks of the City with first
priority to be given to the construction, repair and improvement of Bailey Road, Cullen
Boulevard, Dixie Farm Road and McHard Road ("Proposition 1"); (ii) $35,305,000 in bonds for
purchasing, acquiring, enlarging, extending, equipping and constructing drainage improvements
and facilities at various locations within the City, including acquiring lands and rights-of-way for
any of such purposes ("Proposition 2"); (iii) $2,895,000 in bonds for purchasing, acquiring,
constructing, repairing and improving land, facilities and equipment for public safety purposes
(including fire fighting needs)("Proposition 3"); (iv) $19,990,000 in bonds for purchasing,
acquiring, constructing, repairing and improving land, facilities and equipment for park and
recreation purposes ("Proposition 4"); (v) $16,225,000 in bonds for purchasing, acquiring,
constructing, repairing and improving land, facilities and equipment for park and recreation
purposes, with first priority to be given to the construction of recreation center and the
construction of a natatorium ("Proposition 5"); and (vi) $3,410,000 in bonds for purchasing and
otherwise acquiring land for and constructing, repairing and improving library facilities
("Proposition 6");
(c) The City Council canvassed the returns of the Election and by Ordinance
No. R2007-86, adopted May 22, 2007 declared the results to be in favor of the issuance of the
Bonds;
(d) The City has now determined that it is necessary and advisable to authorize, issue
and deliver a first installment of such authorized bonds in an aggregate principal amount of
$22,835,000, consisting of (i) $12,575,000 of principal attributable to bonds authorized by
Proposition 1; (ii) $7,185,000 of principal attributable to bonds authorized by Proposition 2; (iii)
$2,895,000 of principal attributable to bonds authorized by Proposition 3; and (i) $180,000 of
principal attributable to bonds authorized by Proposition 4;
(e) Following the issuance of the Bonds, the City will have: (i) $71,615,000
authorized but unissued bonds remaining pursuant to the Proposition 1; (ii) $28,120,000
authorized but unissued bonds remaining pursuant to the Proposition 2; (iii) $0 authorized but
unissued bonds remaining pursuant to the Proposition 3; (iv) $19,810,000 authorized but
unissued bonds remaining pursuant to the Proposition 4; (v) $16,225,000 authorized but unissued
bonds remaining pursuant to the Proposition 5; and (vi) $3,410,000 authorized but unissued
bonds remaining pursuant to the Proposition 6; and
(f) The City Council is of the opinion and hereby affirmatively finds that it is in the
best interest of the City to issue a first installment of bonds in the amounts and for the purposes
herein stated.
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 Chapters 1331, Texas Government Code, as amended.
"Attorney General" shall mean the Attorney General of the State of Texas.
"Bond" or "Bonds" shall mean any or all of the City of Pearland, Texas Permanent
Improvement Bonds, Series 2008, authorized by this Ordinance.
"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 Bonds as
provided therein.
"Bond Insurer"shall mean Financial Security Assurance, Inc..
"City" shall mean the City of Pearland, Texas and, where appropriate, its City Council.
"City Council" shall mean the governing body of the City.
"Code" shall mean the Internal Revenue Code of 1986, as amended.
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"Comptroller" shall mean the Comptroller of Public Accounts of the State of Texas.
"Construction Fund" shall mean the Permanent Improvement Bonds, Series 2008
Construction Fund established by the City and described in section 5.3 of this Ordinance.
"Debt Service Fund" shall mean the Permanent Improvement Bonds, 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.
"Election" shall mean the election held May 12, 2007 and described in Section 1.1(b) of
this Ordinance.
"Fiscal Year" shall mean the City's then designated fiscal year, which currently is the
twelve-month period beginning on the first day of October of a calendar year and ending on the
last day of September of the next succeeding calendar year and each such period may be
designated with the number of the calendar year in which such period ends.
"Interest Payment Date," when used in connection with any Bond, shall mean September
1, 2008, and each March 1 and September 1 thereafter until maturity or earlier redemption of
such Bond.
"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 Bonds, shall mean, as of a particular date,
all Bonds theretofore and thereupon delivered pursuant to this Ordinance except: (a) any Bonds
canceled by or on behalf of the City at or before such date; (b) any Bonds defeased pursuant to
the defeasance provisions of this Ordinance or otherwise defeased as permitted by applicable
law; and (c) any Bonds in lieu of or in substitution for which a replacement Bond shall have been
delivered pursuant to this Ordinance.
"Paying Agent/Registrar" shall mean Wells Fargo Bank Texas, N.A., Houston, Texas,
and its successors in that capacity.
"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.
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"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 Bonds 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 Bonds.
"Registered Owner" shall mean the person or entity in whose name any Bond 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.
"STD" 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.
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 Bonds and the validity of the levy of ad valorem taxes to pay the principal of and
interest on the Bonds.
ARTICLE III
TERMS OF THE BONDS
Section 3.1: Amount, Purpose and Authorization. The Bonds shall be issued in fully
registered form, without coupons, under and pursuant to the authority of the City's Home Rule
Charter and the Act in the total authorized aggregate principal amount of TWENTY TWO
MILLION EIGHT HUNDRED THIRTY FIVE THOUSAND AND NO/100 DOLLARS
($22,835,000) for the purpose of providing all or part of the funds for the following purposes: (i)
purchasing and otherwise acquiring land for and constructing, repairing and improving streets,
bridges and sidewalks of the City with first priority to be given to the construction, repair and
improvement of Bailey Road, Cullen Boulevard, Dixie Farm Road and McHard Road; (ii)
purchasing, acquiring, enlarging, extending, equipping and constructing drainage improvements
and facilities at various locations within the City, including acquiring lands and rights-of-way for
any of such purposes; (iii) purchasing, acquiring, constructing, repairing and improving land,
facilities and equipment for public safety purposes (including fire fighting needs); (iv)
purchasing, acquiring, constructing, repairing and improving land, facilities and equipment for
park and recreation purposes and (v) for paying costs of issuance of the Bonds and other
professional services related thereto.
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Section 3.2: Designation, Date and Interest Payment Dates. The Bonds shall be
designated as the "City of Pearland, Texas Permanent Improvement Bonds, Series 2008," and
shall be dated January 1, 2008. The Bonds 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 I thereafter
until maturity or earlier redemption.
If interest on any Bond 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 Bonds 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 Bonds shall mature on March 1 in each of the years and in the amounts set out in
such schedule. Bonds delivered in transfer of or in exchange for other Bonds 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 Bond or Bonds in lieu of which they are delivered.
Bond Year of Principal Interest
Number Maturity Amount Rate
R-1 2009 $170,000 4.000%
R-2 2010 240,000 4.000
R-3 2011 205,000 5.000
R-4 2012 290,000 5.000
R-5 2013 235,000 5.000
R-6 2014 335,000 5.000
R-7 2015 310,000 5.000
R-8 2016 325,000 5.000
R-9 2017 340,000 5.000
R-10 2018 360,000 5.000
R-11 2019 405,000 5.000
R-12 2022 1,340,000 5.250
* * * * * * * * * * *
R-13 2025 1,550,000 5.500
R-14 2028 1,980,000 5.500
R-15 2029 730,000 4.500
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Bond Year of Principal Interest
Number lvMaturity Amount Rate
R-16 2030 4,530,000 4.625
R-17 2031 4,705,000 4.625
R-18 2032 4,785,000 4.625
Section 3.4: Redemption Prior to Maturity. (a) Optional Redemption. The Bonds
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 Bonds maturing on March 1 in the years 2022, 2025 and 2028 (the "Term
Bonds") are subject to mandatory sinking fund redemption in the following amounts (subject to
reduction as hereinafter provided), on the following dates, in each case at a redemption price
equal to the principal amount of the Bonds or the portions thereof so called for redemption plus
accrued interest to the date fixed for redemption:
Principal
Mandatory Redemption Dates Amounts
Term Bonds Maturing March 1,2022 March 1,2020 $425,000
March 1,2021 445,000
March 1,2022(maturity) 470,000
Term Bonds Maturing March 1,2025 March 1,2023 $490,000
March 1,2024 515,000
March 1,2025 (maturity) 545,000
Term Bonds Maturing March 1,2028 March 1,2026 $ 625,000
March 1, 2027 660,000
March 1,2028 (maturity) 695,000
The particular Term Bonds to be redeemed shall be selected by the Registrar by lot or other
customary random selection method, on or before January 15 of each year in which Term Bonds
are to be mandatorily redeemed. The principal amount of Term Bonds to be mandatorily
redeemed in each year shall be reduced by the principal amount of such Term Bonds 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) Bonds may be redeemed in part only in integral multiples of $5,000. If a Bond
subject to redemption is in a denomination larger than $5,000, a portion of such Bond may be
redeemed, but only in integral multiples of $5,000. In selecting portions of Bonds for
redemption, each Bond shall be treated as representing that number of Bonds of $5,000
denomination which is obtained by dividing the principal amount of such Bond by$5,000. Upon
presentation and surrender of any Bond for redemption in part, the Paying Agent/Registrar, in
accordance with the provisions of this Ordinance, shall authenticate and deliver in exchange
therefor a Bond or Bonds of like maturity and interest rate in an aggregate principal amount
equal to the unredeemed portion of the Bond so surrendered.
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(d) Notice of any redemption, identifying the Bonds 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 Bonds
called for redemption. If such notice of redemption is given, and if due provision for such
payment is made, all as provided above, the Bonds 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 Bonds. The Bonds 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 BONDS set forth in Article IV of
this Ordinance. If any officer of the City whose manual or facsimile signature shall appear on the
Bonds shall cease to be such officer before the authentication of the Bonds or before the delivery
of the Bonds, 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 Bonds over the certification of the City Secretary, which may
be executed in facsimile. CUSIP numbers also may be printed on the Bonds, but errors or
omissions in the printing of either the opinion or the numbers shall have no effect on the validity
of the Bonds.
Section 3.6: Authentication. Except for the Bonds to be initially issued, which need not
be authenticated by the Paying Agent/Registrar, only such Bonds as shall bear thereon a
certificate of authentication, substantially in the form provided in Article IV of this Ordinance,
manually executed by an authorized representative of the Paying Agent/Registrar, shall be
entitled to the benefits of this Ordinance or shall be valid or obligatory for any purpose. Such
duly executed certificate of authentication shall be conclusive evidence that the Bond 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 Bond is registered as the absolute owner of such Bond
for the purpose of making and receiving payment of the principal thereof and interest thereon
and for all other purposes, whether or not such Bond 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 Bond 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 Bond 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 Bonds. So long as any Bond remains Outstanding, the
Paying Agent/Registrar shall keep the Register at its office in Houston, Texas in which, subject
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to such reasonable regulations as it may prescribe, the Paying Agent/Registrar shall provide for
the registration and transfer of the Bonds in accordance with the terms of this Ordinance.
Each Bond shall be transferable only upon the presentation and surrender thereof at the
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 Bond for transfer, the Paying Agent/Registrar
shall authenticate and deliver in exchange therefor, within seventy-two (72) hours after such
presentation, a new Bond or Bonds, registered in the name of the transferee or transferees, in
authorized denominations and of the same maturity and aggregate principal amount and bearing
interest at the same rate as the Bond or Bonds so presented and surrendered.
All Bonds shall be exchangeable upon the presentation and surrender thereof at the office
of the Paying Agent/Registrar for a Bond or Bonds, maturity and interest rate and in any
authorized denomination, in an aggregate principal amount equal to the unpaid principal amount
of the Bond or Bonds presented for exchange. The Paying Agent/Registrar shall be and is hereby
authorized to authenticate and deliver exchange Bonds in accordance with the provisions of this
Section. Each Bond 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 Bond or
Bonds in lieu of which such Bond is delivered.
All Bonds issued in transfer or exchange shall be delivered to the Registered Owners
thereof at the 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 Bond to
pay a sum sufficient to cover any tax or other governmental charge that may be imposed in
connection with the transfer or exchange of such Bond. Any fee or charge of the Paying
Agent/Registrar for such transfer or exchange shall be paid by the City.
The Paying Agent/Registrar shall not be required to transfer or exchange any Bond 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 Bond called for redemption
in part.
Section 3.9: Book-Entry Only System. The definitive Bonds shall be initially issued in
the form of a separate single fully registered Bond for each of the maturities thereof. Upon
initial issuance, the ownership of each such Bond 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 Bonds
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.
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With respect to Bonds 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
Bonds. 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 Bonds, (b) the delivery to any DTC Participant or any other person, other than a Bondholder,
as shown on the Register, of any notice with respect to the Bonds, including any notice of
redemption or (c) the payment to any DTC Participant or any other person, other than a
Bondholder as shown in the Register, of any amount with respect to principal of Bonds,
premium, if any, or interest on the Bonds.
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 Bond is
registered in the Register as the absolute owner of such Bond for the purpose of payment of
principal of, premium, if any, and interest on Bonds, for the purpose of giving notices of
redemption and other matters with respect to such Bond, for the purpose of registering transfer
with respect to such Bond, and for all other purposes whatsoever. The Paying Agent/Registrar
shall pay all principal of Bonds, premium, if any, and interest on the Bonds only to or upon the
order of the respective owners, as shown in the Register as provided in this Ordinance, or their
respective attorneys duly authorized in writing, and all such payments shall be valid and
effective to fully satisfy and discharge the City's obligations with respect to payment of principal
of, premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. No
person other than an owner shall receive a Bond 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 Bonds are registered in the name of
Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and
interest on the Bonds, and all notices with respect to such Bonds 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 Bonds that they
be able to obtain certificated Bonds, 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 Bonds to such successor securities depository or (b)
notify DTC of the availability through DTC of Bonds and transfer one or more separate Bonds to
DTC Participants having Bonds credited to their DTC accounts. In such event, the Bonds shall
no longer be restricted to being registered in the Register in the name of Cede &Co., as nominee
of DTC, but may be registered in the name of the successor securities depository, or its nominee,
or in whatever name or names Bondholders transferring or exchanging Bonds shall designate, in
accordance with the provisions of this Ordinance.
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Section 3.12: Replacement Bonds. Upon the presentation and surrender to the Paying
Agent/Registrar of a damaged or mutilated Bond, the Paying Agent/Registrar shall authenticate
and deliver in exchange therefor a replacement Bond, 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 Bond to pay a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection therewith and any other
expenses connected therewith, including the fees and expenses of the Paying Agent/Registrar
and the City.
If any Bond 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 Bond has been acquired by a bona fide purchaser, shall execute, and the
Paying Agent/Registrar shall authenticate and deliver, a replacement Bond of the same maturity,
interest rate and principal amount, bearing a number not contemporaneously outstanding, pro-
vided 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 Bond;
(b) furnished such security or indemnity as may be required by the Paying
Agent/Registrar and the City to save and hold them harmless;
(c) paid all expenses and charges in connection therewith, including, but not limited
to, printing costs, legal fees, fees of the Paying Agent/Registrar and any tax or other
governmental charge that may be imposed; and
(d) met any other reasonable requirements of the City and the Paying
Agent/Registrar.
If, after the delivery of such replacement Bond, a bona fide purchaser of the original Bond in lieu
of which such replacement Bond was issued presents for payment such original Bond, the City
and the Paying Agent/Registrar shall be entitled to recover such replacement Bond from the
person to whom it was delivered or any person taking therefrom, except a bona fide purchaser,
and shall be entitled to recover upon the security or indemnity provided therefor to the extent of
any loss, damage, cost or expense incurred by the City or the Paying Agent/Registrar in
connection therewith.
If any such mutilated, lost, apparently destroyed or wrongfully taken Bond has become or
is about to become due and payable, the City in its discretion may, instead of issuing a
replacement Bond, authorize the Paying Agent/Registrar to pay such Bond.
Each replacement Bond delivered in accordance with this Section shall be entitled to the
benefits and security of this Ordinance to the same extent as the Bond or Bonds in lieu of which
such replacement Bond is delivered.
Section 3.13: Cancellation. All Bonds paid or redeemed in accordance with this
Ordinance, and all Bonds in lieu of which exchange Bonds or replacement Bonds are
authenticated and delivered in accordance herewith, shall be canceled and destroyed upon the
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making of proper records regarding such payment or redemption. The Paying Agent/Registrar
shall periodically furnish the City with certificates of destruction of such Bonds.
ARTICLE IV
FORM OF BONDS
The Bonds, 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 BONDS
Section 5.1: Pledge and Levy of Taxes,. (a) To provide for the payment of principal of
and interest on the Bonds, there is hereby levied, within the limits prescribed by law, for the
current year and each succeeding year thereafter, while the Bonds 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 Bonds and to create and
provide a sinking fund of not less than 2% of the principal amount of the Bonds 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 Bonds by deposit to the Debt Service Fund and
to no other purpose.
(b) The City hereby declares its purpose and intent to provide and levy a tax legally
sufficient to pay the principal of and interest on the Bonds, 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 Bonds 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) 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 Bonds,
to pay the interest on the Bonds payable on September 1, 2008.
Section 5.2: Debt Service Fund. The Permanent Improvement Bonds, Series 2008 Debt
Service Fund (the "Debt Service Fund") is hereby created as a special fund solely for the benefit
of the Bonds. 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 Bonds. 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 Bonds.
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Section 5.3: Construction Fund. The Permanent Improvement Bonds, Series 2008
Construction Fund (the "Construction Fund") is hereby created as a special fund of the City.
Money in deposit in the Construction Fund shall be used only for the purposes set forth in
Section 3.1 of this Ordinance. Money on deposit in the Construction Fund may, at the option of
the City, be invested as permitted by Texas law, provided that all such deposits and investments
shall be made in such manner that the money required to be expended from the Construction
Fund will be available at the proper time or times.
Section 5.4: Further Proceedings. After the Bonds to be initially issued have been
executed, it shall be the duty of the Mayor to deliver the Bonds to be initially issued and all
pertinent records and proceedings to the Attorney General for examination and approval. After
the Bonds 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 Bonds 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 Bonds to be initially issued, and the seal of said Comptroller shall be impressed,
or placed in facsimile, thereon.
ARTICLE VI
CONCERNING THE PAYING AGENT/REGISTRAR
Section 6.1: Acceptance. Wells Fargo Bank Texas, N.A., Houston, Texas, is hereby
appointed as the initial Paying Agent/Registrar for the Bonds 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 Bonds 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: Bonds Presented. Subject to the provisions of Section 6.4, all matured
Bonds presented to the Paying Agent/Registrar for payment shall be paid without the necessity of
further instructions from the City. Such Bonds 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 Bonds remaining
unclaimed by the Registered Owner thereof after the expiration of three years from the date such
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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 Bonds
by virtue of actions taken in compliance with this Section.
Section 6.5: Paying Agent/Registrar May Own Bonds. The Paying Agent/Registrar in
its individual or any other capacity, may become the owner or pledgee of Bonds with the same
rights it would have if it were not the Paying Agent/Registrar.
Section 6.6: Successor Paying Agents/Registrars. The City covenants that at all times
while any Bonds are Outstanding it will provide a legally qualified bank, trust company,
financial institution or other agency to act as Paying Agent/Registrar for the Bonds. The City
reserves the right to change the Paying Agent/Registrar for the Bonds on not less than sixty (60)
days' written notice to the Paying Agent/Registrar, as long as any such notice is effective not less
than 60 days prior to the next succeeding principal or interest payment date on the Bonds.
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 BONDS
Section 7.1: Sale of Bonds; Insurance. The sale of the Bonds to Morgan Stanley &Co.
Inc. (the "Purchaser") at a price of the par value thereof, plus a cash premium of$118,742 plus
accrued interest on the Bonds, is hereby approved, and delivery of the Bonds 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 found and determined that the Purchaser is the
highest bidder for the Bonds as a result of invitations for competitive bids. It is further officially
found, determined and declared that the Bonds have been sold at public sale to the bidder
offering the lowest net interest cost, which is hereby determined to be a net effective interest rate
of 4.760409%, 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 Bonds.
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 Bonds. 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
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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 Bonds 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 Bonds 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 Bonds and to assure the investigation,
examination and approval thereof by the Attorney General and the registration of the initial
Bonds by the Comptroller. Upon registration of the Bonds, 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 Bond initially delivered and the seal of the Comptroller shall be
impressed or printed or lithographed thereon.
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 Bonds, 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 Bonds and in the reoffering of the
Bonds 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 Bonds 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 ratings on the Bonds 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 Bonds; Appropriation. Proceeds from the sale
of the Bonds 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;
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(2) A portion of the proceeds shall be applied to pay expenses arising in connection
with the issuance of the Bonds;
(3) The remaining proceeds shall be deposited into the Construction Fund created in
Section 5.3 of this Ordinance.
Section 7.5: Tax Exemption. The City intends that the interest on the Bonds shall be
excludable from gross income of the owners thereof for federal income tax purposes pursuant to
Sections 103 and 141 through 150 of the Internal Revenue Code of 1986, as amended (the
"Code"), and all applicable temporary, proposed and final regulations (the "Regulations") and
procedures promulgated thereunder and applicable to the Bonds. For this purpose, the City
covenants that it will monitor and control the receipt, investment, expenditure and use of all
gross proceeds of the Bonds (including all property the acquisition, construction or improvement
of which is to be financed directly or indirectly with the proceeds of the Bonds) 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 Bonds to be and remain excludable from
the gross income, as defined in Section 61 of the Code, of the owners of the Bonds 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 Bonds to provide funds for (i)
purchasing and otherwise acquiring land for and constructing, repairing and improving streets,
bridges and sidewalks of the City with first priority to be given to the construction, repair and
improvement of Bailey Road, Cullen Boulevard, Dixie Farm Road and McHard Road; (ii)
purchasing, acquiring, enlarging, extending, equipping and constructing drainage improvements
and facilities at various locations within the City, including acquiring lands and rights-of-way for
any of such purposes; (iii) purchasing, acquiring, constructing, repairing and improving land,
facilities and equipment for public safety purposes (including fire fighting needs); (iv)
purchasing, acquiring, constructing, repairing and improving land, facilities and equipment for
park and recreation purposes; and (iv) to pay the costs of issuing the Bonds. All of the land,
improvements, equipment and facilities described in subsections (i) through (iv) of this
paragraph will be owned and operated by the City. The City will not use any portion of the
proceeds of the Bonds 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 Bonds to constitute "private activity bonds" within the
meaning of Section 141(a) of the Code.
(c) Principal of and interest on the Bonds 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 Bonds.
(d) Based upon all facts and estimates now known or reasonably expected to be in
existence on the date the Bonds are delivered, the City reasonably expects that the proceeds of
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the Bonds will not be used in a manner that would cause the Bonds or any portion thereof to be
an"arbitrage bond"within the meaning of Section 148 of the Code.
(e) At all times while the Bonds are outstanding, the City will identify and properly
account for all amounts constituting gross proceeds of the Bonds in accordance with the
Regulations. The City will monitor the yield on the investments of the proceeds of the Bonds
and, to the extent required by the Code and the Regulations, will restrict the yield on such
investments to a yield which is not materially higher than the yield on the Bonds. To the extent
necessary to prevent the Bonds from constituting "arbitrage bonds," the City will make such
payments as are necessary to cause the yield on all yield restricted nonpurpose investments
allocable to the Bonds to be less than the yield that is materially higher than the yield on the
Bonds.
(f) The City will not take any action or knowingly omit to take any action that, if
taken or omitted, would cause the Bonds to be treated as "federally guaranteed" obligations for
purposes of Section 149(b) of the Code.
(g) The City represents that not more than fifty percent (50%) of the proceeds of the
Bonds 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 Bonds will be used to carry out the governmental
purpose of the Bonds within the three-year period beginning on the date of issue of the Bonds.
(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 Bonds, if any, be
rebated to the federal government. Specifically, the City will (i) maintain records regarding the
receipt, investment, and expenditure of the gross proceeds of the Bonds as may be required to
calculate such excess arbitrage profits separately from records of amounts on deposit in the funds
and accounts of the City allocable to other obligations of the City or moneys which do not
represent gross proceeds of any obligations of the City and retain such records for at least six
years after the day on which the last outstanding Bond is discharged, (ii) account for all gross
proceeds 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 Bonds and (iv) timely pay, as required by applicable Regulations, all
amounts required to be rebated to the federal government. In addition, the City will exercise
reasonable diligence to assure that no errors are made in the calculations required by the
preceding sentence and, if such an error is made, to discover and promptly correct such error
within a reasonable amount of time thereafter, including payment to the federal government of
any delinquent amounts owed to it, interest thereon and any penalty.
(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
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government by entering into any investment arrangement with respect to the gross proceeds of
the Bonds that might result in a reduction in the amount required to be paid to the federal
government because such arrangement results in a smaller profit or a larger loss than would have
resulted if such arrangement had been at arm's length and had the yield on the Bonds not been
relevant to either party.
(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
Bonds on such form and in such place as the Secretary may prescribe.
(k) The City will not issue or use the Bonds as part of an "abusive arbitrage device"
(as defined in Section 1.148-10(a) of the Regulations). Without limiting the foregoing, the
Bonds are not and will not be a part of a transaction or series of transactions that attempts to
circumvent the provisions of Section 148 of the Code and the Regulations, by (i) enabling the
City to exploit the difference between tax-exempt and taxable interest rates to gain a material
financial advantage, or (ii) increasing the burden on the market for tax-exempt obligations.
(1) Proper officers of the City charged with the responsibility for issuing the Bonds
are hereby directed to make, execute and deliver certifications as to facts, estimates or
circumstances in existence as of the date of issuance of the Bonds and stating whether there are
facts, estimates or circumstances that would materially change the City's expectations. On or
after the date of issuance of the Bonds, the City will take such actions as are necessary and
appropriate to assure the continuous accuracy of the representations contained in such
certificates.
(m) The covenants and representations made or required by this Section are for the
benefit of the Bond holders and any subsequent Bond holder, and may be relied upon by the
Bond holders and any subsequent Bond holder and bond counsel to the City.
In complying with the foregoing covenants, the City may rely upon an unqualified
opinion issued to the City by nationally recognized bond counsel that any action by the City or
reliance upon any interpretation of the Code or Regulations contained in such opinion will not
cause interest on the Bonds to be includable in gross income for federal income tax purposes
under existing law.
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 Bonds for as long as such matters are relevant to the exclusion of interest on
the Bonds from the gross income of the owners for federal income tax purposes.
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, 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
Bonds, including, without limitation, executing and delivering on behalf of the City all
certificates, consents, receipts, requests, notices, and other documents as may be reasonably
17
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, 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 CITY — 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
Exhibit E hereto 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.
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
Bonds, 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 Bonds;
(g) Modifications to rights of holders of the Bonds;
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•
(h) Bond calls;
(i) Defeasances; and
(j) Release, substitution, or sale of property securing repayment of the Bonds;
(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 Bonds within the meaning of the Rule,
except that the City in any event will give the notice required by Section 8.2 of any Bond 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 Bonds, and nothing in this Article, express or implied, shall give any benefit or any legal
or equitable right, remedy, or claim hereunder to any other person. The City undertakes to
provide only the financial information, operating data, financial statements, and notices which it
has expressly agreed to provide pursuant to this Article and does not hereby undertake to provide
any other information that may be relevant or material to a complete presentation of the City's
financial results, condition, or prospects or hereby undertake to update any information provided
in accordance with this Article or otherwise, except as expressly provided herein. The City does
not make any representation or warranty concerning such information or its usefulness to a
decision to invest in or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR
TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY
THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON 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
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provisions of this Article, as so amended, would have permitted an underwriter to purchase or
sell the Bonds in the primary offering of the Bonds 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 Bonds 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
Bonds. 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 Bonds in the
primary offering of the Bonds, giving effect to (a) such provisions as so amended and (b) any
amendments or interpretations of the Rule.
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 Bonds 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 Bonds 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
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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 Bonds 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 Bonds 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 Bonds 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 Bonds 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 Bonds 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.
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 Bond 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 Bond 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 Bonds, no such amendment, addition, or rescission shall
(i) extend the time or times of payment of the principal of and interest on the Bonds, 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 Bonds, (ii) give any
preference to any Bond over any other Bond, or (iii) reduce the aggregate principal amount of
Bonds 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 Bonds or principal of the Bonds matures or the date fixed for redemption of any
Bonds 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.
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Section 9.5: No Recourse Against City Officials. No recourse shall be had for the
payment of principal of or interest on any Bonds or for any claim based thereon or on this
Ordinance against any official of the City or any person executing any Bonds.
Section 9.6: Further Proceedings. The Mayor, 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
Ordinance, or as may be required for approval of the Bonds by the Attorney General of Texas;
provided, however, that any changes to such documents resulting in substantive amendments to
the terms and conditions of the Bonds or such documents shall be subject to the prior approval of
the 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: Declaration of Emergency. It is hereby officially found and determined
that a case of emergency and urgent public necessity exists that requires that this Ordinance be
passed finally and take effect immediately on the date of its introduction, such emergency and
urgent public necessity being that the proceeds from the sale of the Bonds are required as soon as
possible and without delay for the purposes set forth herein.
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]
22
PASSED AND APPROVED on first reading pursuant to Section 3.10 of the City Charter
this December , 2007.
CITY OF PEARLAND, TEXAS
cc: -it,2 I-2/04Z
Mayor
ATTEST
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Exhibit A—''1"orm of Bond
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
S-1
EXHIBIT A
FORM OF BOND
UNITED STATES OF AMERICA
STA'T'E OF TEXAS
CITY OF PEARLAND, TEXAS
PERMANENT IMPROVEMENT BONDS, SERIES 2008
NUMBER DENOMINATION
1R- $
REGISTERED REGISTERED
2INTEREST RATE: DATED DATE: 'MATURITY DATE: 2 CUSP:
January 1, 2008 March 1,
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
3TIIE 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 Bond at the office of Wells Fargo Bank Texas,
N.A., Houston, Texas or its successor (the "Paying Agent/Registrar"), the principal amount
identified above (or so much thereof as shall not have been paid or deemed to have been paid
upon prior redemption) payable in any coin or currency of the United States of America which
on the date of payment of such principal is legal tender for the payment of debts due to the
United States of America, and to pay interest thereon at the rate shown above, calculated on a
basis of a 360-day year composed of twelve 30-day months, from the later of the Dated Date
identified above or the most recent interest payment date to which interest has been paid or duly
provided for. Interest on this Bond is payable on September 1, 2008, and each March 1 and
I Initial Bond shall be numbered T-1.
2 Omitted from Initial Bond.
3 The first sentence of the initial Bond 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 the year of maturity specified below (or on earlier redemption as herein provided), upon
presentation and surrender of this Bond at the office of Wells Fargo Bank Texas,N.A.,Houston,Texas or
its successor (the "Paying Agent/Registrar"), the principal amount identified set forth in the following
schedule: [Insert information regarding years of maturity, principal amounts and interest rates from the
Section 3.3 of the Bond Order] (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
September 1 thereafter until maturity or earlier redemption of this Bond, 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 Bond at the office of the Paying Agent/Registrar.
THIS BOND IS ONE OF A DULY AUTHORIZED SERIES OF BONDS (the "Bonds")
in the aggregate principal amount of$22,835,000 issued pursuant to an ordinance adopted by the
City Council of the City on December 17, 2007 (the "Ordinance") for the purpose of providing
funds for permanent public improvements in the City, under and pursuant to the authority of
Chapter 1331, Texas Government Code, as amended, the City's Home Rule Charter, and an
election held. on May 12, 2007. Proceeds of the Bonds will also be used to pay costs of issuance
of the Bonds and other professional services related thereto.
4THIS BOND SHALL NOT BE VALID OR OBLIGATORY for any purpose or be
entitled to any benefit under the Ordinance unless this Bond 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,
Bonds 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 BONDS MATURING on March 1 in the years 2022, 2025 and 2028 (the "Term
Bonds") are subject to mandatory sinking fund redemption in the following amounts (subject to
reduction as hereinafter provided), on the following dates, in each case at a redemption price
equal to the principal amount of the Bonds or the portions thereof so called for redemption plus
accrued interest to the date fixed for redemption:
Principal
Mandatory Redemption Dates Amounts
Term Bonds Maturing March 1,2022 March 1,2020 $425,000
March 1,2021 445,000
March 1,2022(maturity) 470,000
Term Bonds Maturing March 1,2025 March 1,2023 $ 490,000
March 1,2024 515,000
March 1,2025 (maturity) 545,000
Term Bonds Maturing March 1,2028 March 1,2026 $ 625,000
March 1, 2027 660,000
March 1,2028(maturity) 695,000
4 In the Initial Bond, this paragraph shall read:
THIS BOND SHALL NOT BE VALID OR OBLIGATORY for any purpose or be entitled to any benefit under the
Ordinance unless this Bond is registered by the Comptroller of Public Accounts of the State of Texas by due
execution of the registration certificate endorsed hereon.
A-2
The particular Term Bonds to be redeemed shall be selected by the Registrar by lot or other
customary random selection method, on or before January 15 of each year in which Term Bonds
are to be mandatorily redeemed. The principal amount of Term Bonds to be mandatorily
redeemed in each year shall be reduced by the principal amount of such Term Bonds 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
BONDS MAY BE REDEEMED IN PART only in integral multiples of$5,000. If a Bond
subject to redemption is in a denomination larger than $5,000, a portion of such Bond may be
redeemed, but only in integral multiples of $5,000. In selecting portions of Bonds for
redemption, each Bond shall he treated as representing that number of Bonds of $5,000
denomination which is obtained by dividing the principal amount of such Bond by $5,000. Upon
surrender of any Bond for redemption in part,the Paying Agent/Registrar, in accordance with the
provisions of the Ordinance, shall authenticate and deliver in exchange therefor a Bond or Bonds
of like maturity and interest rate in an aggregate principal amount equal to the unredeemed
portion of the Bond so surrendered.
NOTICE OF ANY SUCH REDEMPTION, identifying the Bonds 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 Bonds called for redemption. If such notice of
redemption is given, and if due provision for such payment is made, all as provided above, the
Bonds 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 BOND IS TRANSFERABLE only upon presentation and surrender at the 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 BOND IS EXCHANGEABLE at the office of the Paying Agent/Registrar for a
Bond or Bonds 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 Bond 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
Bond called for redemption in part.
THE CITY OR PAYING AGENT/REGISTRAR may require the Registered Owner of
any Bond to pay a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with the transfer or exchange of a Bond. Any fee or charge of the Paying
Agent/Registrar for a transfer or exchange shall be paid by the City.
A-3
THE REGISThRED OWNER of this Bond 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 Bond 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 Bond have
been performed, exist and have been done in accordance with law; that the Bonds 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 Bond, 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.
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 Bonds assent by acceptance of the Bonds.
IN WITNESS WHEREOF, the City has caused its corporate seal to be impressed or
placed in facsimile hereon and this Bond to be signed by the Mayor and countersigned by the
City Secretary by their manual, lithographed or printed facsimile signatures.
A-4
(AUTHENTICATION OR CITY OF PEARLAND,TEXAS
REGISTRATION CERTIFICATE)
Mayor
(SEAL)
COUNTERSIGNED:
City Secretary
* * *
FORM OF COMPTROLLER'S REGISTRATION CERTIFICATE
The following form of Comptroller's Registration Certificate shall be attached or affixed
to each of the Bonds initially delivered:
OFFICE OF THE COMPTROLLER §
OF PUBLIC ACCOUNTS § REGISTER NO.
THE STATE OF TEXAS §
I hereby certify that this bond has been examined, certified as to validity and approved by
the Attorney General of the State of Texas, and that this bond has been registered by the
Comptroller of Public Accounts of the State of Texas.
WITNESS MY SIGNATURE AND SEAL OF OFFICE this
Comptroller of Public Accounts
(SEAL) of the State of Texas
* *
A-5
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
The following form of authentication certificate shall be printed on the face of each of the
Bonds other than those initially delivered:
AUTHENTICATION CERTIFICATE
This Bond is one of the Bonds described in and delivered pursuant to the within
mentioned Ordinance; and, except for the Bonds initially delivered, this Bond has been issued in
exchange for or replacement of a Bond, Bonds, or a portion of a Bond or Bonds 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
FORM OF ASSIGNMENT
The following form of assignment shall be printed on the back of each of the Bonds:
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:
Registered Owner
NOTICE, The signature above must
correspond to the name of the Registered
Owner as shown on the face of this bond in
NOTICE: Signature must be guaranteed every particular, without any alteration,
by a member firm of the New York Stock enlargement or change whatsoever.
Exchange or a commercial bank or trust
company.
STATEMENT OF INSURANCE
Financial Security Assurance Inc. ("Financial Security"),New York, New York, has delivered its
municipal bond insurance policy with respect to the scheduled payments due of principal of and
interest on this Bond to Wells Fargo Bank, N.A., Houston, Texas, or its successor, as paying
agent for the Bonds (the "Paying Agent"). Said Policy is on file and available for inspection at
the principal office of the Paying Agent and a copy thereof may be obtained from Financial
Security or the Paying Agent.
A-7
EXHIBIT B
PAYING AGENT/REGISTRAR AGREEMENT
See Tab 5
B-1
EXHIBIT C
OFFICIAL NOTICE OF SALE
See Tab No.3
C-1
EXHIBIT D
PRELIMINARY OFFICIAL STATEMENT
See Tab No. 3
D-1
EXHIBIT E
OFFICIAL STATEMENT
See Tab No. 4
E-1
EXHIBIT F
INSURANCE PROVISIONS
F-I
OFFICIAL STATEMENT DATED DECEMBER 17, 2007
In the opinion of Bond Counsel, interest on the Bonds 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"
$22,835,000
CITY OF PEARLAND, TEXAS
(A political subdivision of the State of Texas located within Brazoria, Fort Bend and Harris Counties)
PERMANENT IMPROVEMENT BONDS, SERIES 2008
Dated: January I,2008 Due: March I,as shown below
Principal of and interest on the $22,835,000 City of Pcarland, Texas, Permanent Improvement Bonds, Series 2008 (the "Bonds") is payable by Wells
Fargo Bank,N.A.,Houston,Texas,the initial paying agent/registrar(the"Paying Agent/Registrar"). The Bonds 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 Bonds may be acquired in denominations of$5,000 or integral multiples thereof. No physical delivery of the Bonds will be made to
the beneficial owners thereof. Principal of and interest on the Bonds 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 Bonds. See"THE BONDS- Book-Entry-Only System"herein. interest on the Bonds
will accrue from January I, 2008 and is payable on March 1, and September I of each year, commencing September I, 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 BONDS-Description."
The Bonds are payable from the proceeds of a continuing, direct annual ad valorem tax levied, within the limits prescribed by law, against all taxable
property within the City of Pearland,Texas(the"City"). See"THE BONDS-Source of Payment."
The Bonds are issued pursuant to the Constitution and general laws of the State of Texas, particularly Chapter 1331, Texas Government Code, as
amended, an election held within the City on May 12, 2007 and an ordinance (the "Ordinance") to be approved by the City Council on December 17,
2007. See"THE BONDS-Authorization of the Bonds."
Proceeds of the sale of the Bonds will be used for(i)construction and improvements to City streets; (ii)construction and improvements to City drainage
system; (iii)construction of a new fire station; (iv)construction and improvement to City parks; and (v) to pay the costs of issuance of the Bonds. See
"THE BONDS-Use of Proceeds."
The scheduled payment of principal of and interest on the Bonds when due will be guaranteed under an insurance "P FS�13
policy to be issued concurrently with the delivery of the Bonds by FINANCIAL SECURITY ASSURANCE INC. Er
SEE"BOND INSURANCE."
PRINCIPAL AMOUNTS,MATURITIES,INTEREST RATES AND PRICES
(Due March 1)
$17,965,000 Serial Bonds
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 $ 170,000 4.000% 3.050% B83 2017 $ 340,000 5.000% 3.850% C82
2010 240,000 4.000 3.170 B91 2018 360,000 5.000 3.950 C90
2011 205,000 5.000 3.250 C25 2019(c) 405,000 5.000 4.050 D24
2012 290,000 5.000 3.350 C33 ***** ***** **** **** ***
2013 235,000 5.000 3.450 C41 2029(c) 730,000 4.500 4.600 D65
2014 335,000 5.000 3.550 C58 2030(c) 4,530,000 4.625 4.625 D73
2015 310,000 5.000 3.650 C66 2031(c) 4,705,000 4.625 4.640 D81
2016 325,000 5.000 3.750 C74 2032(c) 4,785,000 4.625 4.660 D99
$4,870,000 Term Bonds
$1,340,000 Term Bond Due March I,2022(b)(c)(d)Interest Rate 5.250% (Price$108.580)CUSIP Number 704862 D32
$1,550,000 Term Bond Due March 1,2025(b)(c)(d) Interest Rate 5.500% (Price$109.759)CUSIP Number 704862 D40
$1,980,000 Term Bond Due March I,2028(b)(c)(d)Interest Rate 5.500% (Price$108.902)CUSIP Number 704862 D57
(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 Bonds 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 Bonds. 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 Bonds maturing on March I, 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 BONDS-Redemption Provisions."
(d) Subject to mandatory redemption in the years and in the amounts set forth herein under the caption "THE BONDS - Redemption Provisions -
Mandatory Redemption."
The Bonds 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 Bonds under the Constitution and laws of the State of
Texas. See"LEGAL MATTERS." Delivery of the Bonds through DTC is expected to be on or about January 17.2008.
CERTIFICATE FOR RESOLUTION
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 special meeting on May 22, 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
Richard Tetens Mayor Pro-Tern
Helen Beckman Councilmember
Steve Saboe Councilmember
Felicia Kyle Councilmember
Kevin Cole Councilmember
and all of such persons were present except Councilmember Helen Beckman and
Councilmember Richard Tetens, thus constituting a quorum. Whereupon, among other business,
the following was transacted at said meeting: a written
RESOLUTION CANVASSING RETURNS AND
DECLARING RESULTS OF BOND ELECTION
(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: 3 NAYS; No ABSTENTIONS: No
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
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 May 22 , 2007.
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• Secret,. ' //r Mayor
OF r:� ARLAN it,/ CITY OF PEARLAND,TEXAS
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HOU:2691843.1
RESOLUTION NO. R2007-86
RESOLUTION CANVASSING RETURNS AND DECLARING
RESULTS OF BOND ELECTION
THE STATE OF TEXAS §
COUNTIES OF BRAZORIA AND HARRIS §
CITY OF PEARLAND §
WHEREAS, on May 12, 2007, there was held within and throughout the territory of the
City of Pearland, Texas (the "City") an election (the "Election") at which there was submitted to
the resident, qualified electors of the City the following propositions,to-wit:
PROPOSITION NO. 1
SHALL THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS BE
AUTHORIZED TO ISSUE BONDS OF THE CITY IN THE AMOUNT OF
$84,190,000 MATURING SERIALLY OR OTHERWISE AT SUCH TIMES AS
MAY BE FIXED BY THE CITY COUNCIL NOT TO EXCEED 30 YEARS
FROM THEIR DATE OR DATES AND BEARING INTEREST AT ANY RATE
OR RATES, EITHER FIXED, VARIABLE OR FLOATING, ACCORDING TO
ANY CLEARLY STATED FORMULA, CALCULATION OR METHOD NOT
EXCEEDING THE MAXIMUM INTEREST NOW OR HEREAFTER
AUTHORIZED BY LAW AS SHALL BE DETERMINED WITHLN THE
DISCRETION OF THE CITY COUNCIL AT THE TIME OF ISSUANCE, AND
TO LEVY A TAX UPON ALL TAXABLE PROPERTY IN THE CITY
SUFFICIENT TO PAY THE INTEREST ON THE BONDS, AND TO
PROVIDE A SINKING FUND FOR THE PAYMENT OF BONDS AS THEY
MATURE, FOR THE PURPOSE OF MAKING PERMANENT PUBLIC
IMPROVEMENTS AS FOLLOWS: (1) PURCHASING AND OTHERWISE
ACQUIRING LAND FOR AND CONSTRUCTING, REPAIRING AND
IMPROVING STREETS, BRIDGES AND SIDEWALKS OF THE CITY WITH
FIRST PRIORITY TO BE GIVEN TO THE CONSTRUCTION, REPAIR AND
IMPROVEMENT OF BAILEY ROAD, CULLEN BOULEVARD, DIXIE
FARM ROAD AND MCHARD ROAD, (2) PURCHASE OF EQUIPMENT
AND SUPPORT FACILITIES IN CONNECTION WITH STREET, BRIDGE
AND SIDEWALK IMPROVEMENTS, (3) ENGINEERING AND RELATED
STUDIES IN CONNECTION WITH STREET, BRIDGE AND SIDEWALK
IMPROVEMENTS IN THE CITY, AND (4) ALL MATTERS NECESSARY OR
INCIDENTAL THERETO?
PROPOSITION NO. 2
SHALL THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS BE
AUTHORIZED TO ISSUE BONDS OF THE CITY IN THE.AMOUNT OF
$35,305,000 MATURING SERIALLY OR OTHERWISE AT SUCH TIMES AS
MAY BE FIXED BY THE CITY COUNCIL NOT TO EXCEED 30 YEARS
FROM THEIR DATE OR DATES AND BEARING INTEREST AT ANY RATE
OR RATES, EITHER FIXED, VARIABLE OR FLOATING, ACCORDING TO
ANY CLEARLY STATED FORMULA, CALCULATION OR METHOD NOT
EXCEEDING THE MAXIMUM INTEREST NOW OR HEREAFTER
AUTHORIZED BY LAW AS SHALL BE DETERMINED WITHIN THE
DISCRETION OF THE CITY COUNCIL AT THE TIME OF ISSUANCE, AND
TO LEVY A TAX UPON ALL TAXABLE PROPERTY IN THE CITY
SUFFICIENT TO PAY THE INTEREST ON THE BONDS, AND TO
PROVIDE A SINKING FUND FOR THE PAYMENT OF BONDS AS THEY
MATURE, FOR THE PURPOSE OF MAKING PERMANENT PUBLIC
IMPROVEMENTS AS FOLLOWS: (1)PURCHASING, ACQUIRING,
ENLARGING, EXTENDING, EQUIPPING AND CONSTRUCTING
DRAINAGE IMPROVEMENTS AND FACILITIES AT VARIOUS
LOCATIONS WITHIN THE CITY, INCLUDING ACQUIRING LANDS AND
RIGHTS-OF-WAY FOR ANY OF SUCH PURPOSES, (2)PURCHASE OF
EQUIPMENT AND SUPPORT FACILITIES IN CONNECTION WITH
DRAINAGE IMPROVEMENTS AND FACILITIES, (3) ENGINEERING AND
RELATED STUDIES IN CONNECTION WITH DRAINAGE PROBLEMS IN
THE CITY AND (4)ALL MATTERS NECESSARY OR INCIDENT
THERETO?
PROPOSITION NO. 3
SHALL THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS BE
AUTHORIZED TO ISSUE BONDS OF THE CITY IN THE AMOUNT OF
$2,895,000 MATURING SERIALLY OR OTHERWISE AT SUCH TIMES AS
MAY BE FIXED BY THE CITY COUNCIL NOT TO EXCEED 30 YEARS
FROM THEIR DATE OR DATES AND BEARING INTEREST AT ANY RATE
OR RATES, EITHER FIXED, VARIABLE OR FLOATING, ACCORDING TO
ANY CLEARLY STATED FORMULA, CALCULATION OR METHOD NOT
EXCEEDING THE MAXIMUM INTEREST NOW OR HEREAFTER
AUTHORIZED BY LAW AS SHALL BE DETERMINED WITHIN THE
DISCRETION OF THE C.II Y COUNCIL AT THE TIME OF ISSUANCE,AND
TO LEVY A TAX UPON ALL TAXABLE PROPERTY IN THE CITY
SUFFICIENT TO PAY THE INTEREST ON THE BONDS, AND TO
PROVIDE A SINKING FUND FOR THE PAYMENT OF BONDS AS THEY
MATURE, FOR THE PURPOSE OF MAKING PERMANENT PUBLIC
IMPROVEMENTS AS FOLLOWS: (1) PURCHASING, ACQUIRING,
CONSTRUCTING, REPAIRING AND IMPROVING LAND, FACILITIES
AND EQUIPMENT FOR PUBLIC SAFETY PURPOSES (INCLUDING FIRE
FIGHTING NEEDS), (2) ENGINEERING AND RELATED STUDIES IN
CONNECTION WITH PUBLIC SAFETY IMPROVEMENTS IN THE CITY
AND (3) ALL MATTERS NECESSARY OR INCIDENTAL THERETO?
2
PROPOSITION NO. 4
SHALL THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS BE
AUTHORIZED TO ISSUE BONDS OF THE CITY IN THE AMOUNT OF
$19,990,000 MATURING SERIALLY OR OTHERWISE AT SUCH TIMES AS
MAY BE FIXED BY THE CITY COUNCIL NOT TO EXCEED 30 YEARS
FROM THEIR DATE OR DATES AND BEARING INTEREST AT ANY RATE
OR RATES, EITHER FIXED, VARIABLE OR FLOATING, ACCORDING TO
ANY CLEARLY STATED FORMULA, CALCULATION OR METHOD NOT
EXCEEDING THE MAXIMUM INTEREST NOW OR HEREAFTER
AUTHORIZED BY LAW AS SHALL BE DETERMINED WITHIN THE
DISCRETION OF THE CITY COUNCIL AT THE TIME OF ISSUANCE, AND
TO LEVY A TAX UPON ALL TAXABLE PROPERTY IN THE CITY
SUFFICIENT TO PAY THE INTEREST ON THE BONDS, AND TO
PROVIDE A SINKING FUND FOR THE PAYMENT OF BONDS AS THEY
MATURE, FOR THE PURPOSE OF MAKING PERMANENT PUBLIC
IMPROVEMENTS AS FOLLOWS: (1) PURCHASING, ACQUIRING,
CONSTRUCTING, REPAIRING AND IMPROVING LAND, FACILITIES
AND EQUIPMENT FOR PARK AND RECREATION PURPOSES, (2)
ENGINEERING AND RELATED STUDIES IN CONNECTION WITH PARK
AND RECREATION IMPROVEMENTS IN THE CITY AND (3) ALL
MA'F1'ERS NECESSARY OR INCIDENTAL THERETO?
PROPOSITION NO. 5
SHALL THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS BE
AUTHORIZED TO ISSUE BONDS OF THE CITY IN THE AMOUNT OF
$1 6,225,000 MATURING SERIALLY OR OTHERWISE AT SUCH TIMES AS
MAY BE FIXED BY THE CITY COUNCIL NOT TO EXCEED 30 YEARS
FROM THEIR DATE OR DATES AND BEARING INTEREST AT ANY RATE
OR RATES, EITHER FIXED, VARIABLE OR FLOATING, ACCORDING TO
ANY CLEARLY STATED FORMULA, CALCULATION OR METHOD NOT
EXCEEDING THE MAXIMUM INTEREST NOW OR HEREAFTER
AUTHORIZED BY LAW AS SHALL BE DETERMINED WITHIN THE
DISCRETION OF THE CITY COUNCIL AT THE TIME OF ISSUANCE. AND
TO LEVY A TAX UPON ALL TAXABLE PROPERTY IN THE CITY
SUFFICIENT TO PAY THE INTEREST ON THE BONDS, AND TO
PROVIDE A SINKING FUND FOR THE PAYMENT OF BONDS AS THEY
MATURE, FOR THE PURPOSE OF MAKING PERMANENT PUBLIC
IMPROVEMENTS AS FOLLOWS: (1) PURCHASING, ACQUIRING,
CONSTRUCTING, REPAIRING AND IMPROVING LAND, FACILITIES
AND EQUIPMENT FOR PARK AND RECREATION PURPOSES, WITH
FIRST PRIORITY TO BE GIVEN TO THE CONSTRUCTION OF
RECREATION CENTER AND THE CONSTRUCTION OF A NATATORIUM.
(2) ENGINEERING AND RELATED STUDIES IN CONNECTION WITH
PARK AND RECREATION IMPROVEMENTS IN THE CITY, AND (3) ALL
MA'T'TERS NECESSARY OR INCIDENTAL THERETO?
3
PROPOSITION NO. 6
SHALL THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS BE
AUTHORIZED TO ISSUE BONDS OF THE CITY IN THE AMOUNT OF
$3,410,000 MATURING SERIALLY OR OTHERWISE AT SUCH TIMES AS
MAY BE FIXED BY THE CITY COUNCIL NOT TO EXCEED 30 YEARS
FROM THEIR DATE OR DATES AND BEARING INTEREST AT ANY RATE
OR RATES, EITHER FIXED, VARIABLE OR FLOATING, ACCORDING TO
ANY CLEARLY STATED FORMULA, CALCULATION OR METHOD NOT
EXCEEDING THE MAXIMUM INTEREST NOW OR HEREAFTER
AUTHORIZED BY LAW AS SHALL BE DETERMINED WITHIN THE
DISCRETION OF THE CITY COUNCIL AT THE TIME OF ISSUANCE, AND
TO LEVY A TAX UPON ALL TAXABLE PROPERTY IN THE CITY
SUFFICIENT TO PAY THE INTEREST ON THE BONDS, AND TO
PROVIDE A SINKING FUND FOR THE PAYMENT OF BONDS AS THEY
MATURE, FOR THE PURPOSE OF MAKING PERMANENT PUBLIC
IMPROVEMENTS AS FOLLOWS: (1) PURCHASING AND OTHERWISE
ACQUIRING LAND FOR AND CONSTRUCTING, REPAIRING AND
IMPROVING LIBRARY FACILITIES, (2) ENGINEERING AND RELATED
STUDIES IN CONNECTION WITH LIBRARY FACILITIES AND
IMPROVEMENTS, AND (3) ALL MATTERS NECESSARY OR
INCIDENTAL THERETO?
WHEREAS, the Election was called and held in all respects under and in strict
compliance with the Constitution and laws of the State of Texas and the United States of
America;
WHEREAS, the tabulation of the results of the Election was as follows:
PROPOSITION I
FOR THE PROPOSED ISSUANCE OF $84,190,000 CITY OF 2.422 Votes
PEARLAND, TEXAS, BONDS FOR (1) PURCHASING AND
OTHERWISE ACQUIRING LAND FOR AND
CONSTRUCTING, REPAIRING AND IMPROVING STREETS,
BRIDGES AND SIDEWALKS OF THE CITY WITH FIRST
PRIORITY TO BE GIVEN TO THE CONSTRUCTION, REPAIR
AND IMPROVEMENT OF BAILEY ROAD, CULLEN
BOULEVARD, DIXIE FARM ROAD AND MCHARD ROAD,
(2) PURCHASE OF EQUIPMENT AND SUPPORT FACILITIES
IN CONNECTION WITH STREET, BRIDGE AND SIDEWALK
IMPROVEMENTS, (3) ENGINEERING AND RELATED
STUDIES IN CONNECTION WITH STREET, BRIDGE AND
SIDEWALK IMPROVEMENTS IN THE CITY, AND (4) ALL
MATTERS NECESSARY OR INCIDENTAL THERETO, AND
THE LEVY OF TAXES TO PROVIDE FOR THE PAYMENT
THEREOF AND INTEREST THEREON.
4
AGAINST THE PROPOSED ISSUANCE OF S84,190,000 CITY 916 Votes
OF PEARLAND, TEXAS, BONDS FOR (1) PURCHASING AND
OTHERWISE ACQUIRING LAND FOR AND
CONSTRUCTING, REPAIRING AND IMPROVING STREETS,
BRIDGES AND SIDEWALKS OF THE CITY WITH FIRST
PRIORITY TO BE GIVEN TO THE CONSTRUCTION, REPAIR
AND IMPROVEMENT OF BAILEY ROAD, CULLEN
BOULEVARD, DIXIE FARM ROAD AND MCHARD ROAD,
(2) PURCHASE OF EQUIPMENT AND SUPPORT FACILITIES
IN CONNECTION WITH STREET, BRIDGE AND SIDEWALK
IMPROVEMENTS, (3) ENGINEERING AND RELATED
STUDIES IN CONNECTION WITH STREET, BRIDGE AND
SIDEWALK IMPROVEMENTS IN THE CITY, AND (4) ALL
MATTERS NECESSARY OR INCIDENTAL THERETO, AND
THE LEVY OF TAXES TO PROVIDE FOR THE PAYMENT
THEREOF AND INTEREST THEREON.
PROPOSITION Y.I.
FOR THE PROPOSED ISSUANCE OF $35,305,000 CITY OF 2.418 Votes
PEARLAND, TEXAS, BONDS FOR (1) PURCHASING,
ACQUIRING, ENLARGING, EXTENDING, EQUIPPING AND
CONSTRUCTING DRAINAGE IMPROVEMENTS AND
FACILITIES AT VARIOUS LOCATIONS WITHIN THE CITY,
INCLUDING ACQUIRING LANDS AND RIGHTS-OF-WAY
FOR ANY OF SUCH PURPOSES, (2) PURCHASE OF
EQUIPMENT AND SUPPORT FACILITIES IN CONNECTION
WITH DRAINAGE IMPROVEMENTS AND FACILITIES, (3)
ENGINEERING AND RELATED STUDIES IN CONNECTION
WITH DRAINAGE PROBLEMS IN THE CITY AND (4) ALL
MATTERS NECESSARY OR INCIDENT THERETO, AND THE
LEVY OF TAXES TO PROVIDE FOR THE PAYMENT
THEREOF AND INTEREST THEREON.
AGAINST THE PROPOSED ISSUANCE OF $35,305,000 CITY 905 Votes
OF PEARLAND, TEXAS, BONDS FOR (1) PURCHASING,
ACQUIRING, ENLARGING, EXTENDING, EQUIPPING AND
CONSTRUCTING DRAINAGE IMPROVEMENTS AND
FACILITIES AT VARIOUS LOCATIONS WITHIN THE CITY,
INCLUDING ACQUIRING LANDS AND RIGHTS-OF-WAY
FOR ANY OF SUCH PURPOSES, (2) PURCHASE OF
EQUIPMENT AND SUPPORT FACILITIES IN CONNECTION
WITH DRAINAGE IMPROVEMENTS AND FACILITIES, (3)
ENGINEERING AND RELATED STUDIES IN CONNECTION
WITH DRAINAGE PROBLEMS IN THE CITY AND (4) ALL
MATTERS NECESSARY OR INCIDENT THERETO, AND THE
5
OFFICIAL STATEMENT DATED DECEMBER 17, 2007
In the opinion of Bond Counsel, interest on the Bonds 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"
$22,835,000
CITY OF PEARLAND, TEXAS
(A political subdivision of the State of Texas located within Brazoria, Fort Bend and Harris Counties)
PERMANENT IMPROVEMENT BONDS, SERIES 2008
Dated: January I,2008 Due: March I,as shown below
Principal of and interest on the $22,835,000 City of Pcarland, Texas, Permanent Improvement Bonds, Series 2008 (the "Bonds") is payable by Wells
Fargo Bank,N.A.,Houston,Texas,the initial paying agent/registrar(the"Paying Agent/Registrar"). The Bonds 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 Bonds may be acquired in denominations of$5,000 or integral multiples thereof. No physical delivery of the Bonds will be made to
the beneficial owners thereof. Principal of and interest on the Bonds 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 Bonds. See"THE BONDS- Book-Entry-Only System"herein. interest on the Bonds
will accrue from January I, 2008 and is payable on March 1, and September I of each year, commencing September I, 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 BONDS-Description."
The Bonds are payable from the proceeds of a continuing, direct annual ad valorem tax levied, within the limits prescribed by law, against all taxable
property within the City of Pearland,Texas(the"City"). See"THE BONDS-Source of Payment."
The Bonds are issued pursuant to the Constitution and general laws of the State of Texas, particularly Chapter 1331, Texas Government Code, as
amended, an election held within the City on May 12, 2007 and an ordinance (the "Ordinance") to be approved by the City Council on December 17,
2007. See"THE BONDS-Authorization of the Bonds."
Proceeds of the sale of the Bonds will be used for(i)construction and improvements to City streets; (ii)construction and improvements to City drainage
system; (iii)construction of a new fire station; (iv)construction and improvement to City parks; and (v) to pay the costs of issuance of the Bonds. See
"THE BONDS-Use of Proceeds."
The scheduled payment of principal of and interest on the Bonds when due will be guaranteed under an insurance "P FS�13
policy to be issued concurrently with the delivery of the Bonds by FINANCIAL SECURITY ASSURANCE INC. Er
SEE"BOND INSURANCE."
PRINCIPAL AMOUNTS,MATURITIES,INTEREST RATES AND PRICES
(Due March 1)
$17,965,000 Serial Bonds
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 $ 170,000 4.000% 3.050% B83 2017 $ 340,000 5.000% 3.850% C82
2010 240,000 4.000 3.170 B91 2018 360,000 5.000 3.950 C90
2011 205,000 5.000 3.250 C25 2019(c) 405,000 5.000 4.050 D24
2012 290,000 5.000 3.350 C33 ***** ***** **** **** ***
2013 235,000 5.000 3.450 C41 2029(c) 730,000 4.500 4.600 D65
2014 335,000 5.000 3.550 C58 2030(c) 4,530,000 4.625 4.625 D73
2015 310,000 5.000 3.650 C66 2031(c) 4,705,000 4.625 4.640 D81
2016 325,000 5.000 3.750 C74 2032(c) 4,785,000 4.625 4.660 D99
$4,870,000 Term Bonds
$1,340,000 Term Bond Due March I,2022(b)(c)(d)Interest Rate 5.250% (Price$108.580)CUSIP Number 704862 D32
$1,550,000 Term Bond Due March 1,2025(b)(c)(d) Interest Rate 5.500% (Price$109.759)CUSIP Number 704862 D40
$1,980,000 Term Bond Due March I,2028(b)(c)(d)Interest Rate 5.500% (Price$108.902)CUSIP Number 704862 D57
(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 Bonds 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 Bonds. 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 Bonds maturing on March I, 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 BONDS-Redemption Provisions."
(d) Subject to mandatory redemption in the years and in the amounts set forth herein under the caption "THE BONDS - Redemption Provisions -
Mandatory Redemption."
The Bonds 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 Bonds under the Constitution and laws of the State of
Texas. See"LEGAL MATTERS." Delivery of the Bonds through DTC is expected to be on or about January 17.2008.
CERTIFICATE FOR RESOLUTION
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 special meeting on May 22, 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
Richard Tetens Mayor Pro-Tern
Helen Beckman Councilmember
Steve Saboe Councilmember
Felicia Kyle Councilmember
Kevin Cole Councilmember
and all of such persons were present except Councilmember Helen Beckman and
Councilmember Richard Tetens, thus constituting a quorum. Whereupon, among other business,
the following was transacted at said meeting: a written
RESOLUTION CANVASSING RETURNS AND
DECLARING RESULTS OF BOND ELECTION
(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: 3 NAYS; No ABSTENTIONS: No
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
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 May 22 , 2007.
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HOU:2691843.1
RESOLUTION NO. R2007-86
RESOLUTION CANVASSING RETURNS AND DECLARING
RESULTS OF BOND ELECTION
THE STATE OF TEXAS §
COUNTIES OF BRAZORIA AND HARRIS §
CITY OF PEARLAND §
WHEREAS, on May 12, 2007, there was held within and throughout the territory of the
City of Pearland, Texas (the "City") an election (the "Election") at which there was submitted to
the resident, qualified electors of the City the following propositions,to-wit:
PROPOSITION NO. 1
SHALL THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS BE
AUTHORIZED TO ISSUE BONDS OF THE CITY IN THE AMOUNT OF
$84,190,000 MATURING SERIALLY OR OTHERWISE AT SUCH TIMES AS
MAY BE FIXED BY THE CITY COUNCIL NOT TO EXCEED 30 YEARS
FROM THEIR DATE OR DATES AND BEARING INTEREST AT ANY RATE
OR RATES, EITHER FIXED, VARIABLE OR FLOATING, ACCORDING TO
ANY CLEARLY STATED FORMULA, CALCULATION OR METHOD NOT
EXCEEDING THE MAXIMUM INTEREST NOW OR HEREAFTER
AUTHORIZED BY LAW AS SHALL BE DETERMINED WITHLN THE
DISCRETION OF THE CITY COUNCIL AT THE TIME OF ISSUANCE, AND
TO LEVY A TAX UPON ALL TAXABLE PROPERTY IN THE CITY
SUFFICIENT TO PAY THE INTEREST ON THE BONDS, AND TO
PROVIDE A SINKING FUND FOR THE PAYMENT OF BONDS AS THEY
MATURE, FOR THE PURPOSE OF MAKING PERMANENT PUBLIC
IMPROVEMENTS AS FOLLOWS: (1) PURCHASING AND OTHERWISE
ACQUIRING LAND FOR AND CONSTRUCTING, REPAIRING AND
IMPROVING STREETS, BRIDGES AND SIDEWALKS OF THE CITY WITH
FIRST PRIORITY TO BE GIVEN TO THE CONSTRUCTION, REPAIR AND
IMPROVEMENT OF BAILEY ROAD, CULLEN BOULEVARD, DIXIE
FARM ROAD AND MCHARD ROAD, (2) PURCHASE OF EQUIPMENT
AND SUPPORT FACILITIES IN CONNECTION WITH STREET, BRIDGE
AND SIDEWALK IMPROVEMENTS, (3) ENGINEERING AND RELATED
STUDIES IN CONNECTION WITH STREET, BRIDGE AND SIDEWALK
IMPROVEMENTS IN THE CITY, AND (4) ALL MATTERS NECESSARY OR
INCIDENTAL THERETO?
PROPOSITION NO. 2
SHALL THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS BE
AUTHORIZED TO ISSUE BONDS OF THE CITY IN THE.AMOUNT OF
$35,305,000 MATURING SERIALLY OR OTHERWISE AT SUCH TIMES AS
MAY BE FIXED BY THE CITY COUNCIL NOT TO EXCEED 30 YEARS
FROM THEIR DATE OR DATES AND BEARING INTEREST AT ANY RATE
OR RATES, EITHER FIXED, VARIABLE OR FLOATING, ACCORDING TO
ANY CLEARLY STATED FORMULA, CALCULATION OR METHOD NOT
EXCEEDING THE MAXIMUM INTEREST NOW OR HEREAFTER
AUTHORIZED BY LAW AS SHALL BE DETERMINED WITHIN THE
DISCRETION OF THE CITY COUNCIL AT THE TIME OF ISSUANCE, AND
TO LEVY A TAX UPON ALL TAXABLE PROPERTY IN THE CITY
SUFFICIENT TO PAY THE INTEREST ON THE BONDS, AND TO
PROVIDE A SINKING FUND FOR THE PAYMENT OF BONDS AS THEY
MATURE, FOR THE PURPOSE OF MAKING PERMANENT PUBLIC
IMPROVEMENTS AS FOLLOWS: (1)PURCHASING, ACQUIRING,
ENLARGING, EXTENDING, EQUIPPING AND CONSTRUCTING
DRAINAGE IMPROVEMENTS AND FACILITIES AT VARIOUS
LOCATIONS WITHIN THE CITY, INCLUDING ACQUIRING LANDS AND
RIGHTS-OF-WAY FOR ANY OF SUCH PURPOSES, (2)PURCHASE OF
EQUIPMENT AND SUPPORT FACILITIES IN CONNECTION WITH
DRAINAGE IMPROVEMENTS AND FACILITIES, (3) ENGINEERING AND
RELATED STUDIES IN CONNECTION WITH DRAINAGE PROBLEMS IN
THE CITY AND (4)ALL MATTERS NECESSARY OR INCIDENT
THERETO?
PROPOSITION NO. 3
SHALL THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS BE
AUTHORIZED TO ISSUE BONDS OF THE CITY IN THE AMOUNT OF
$2,895,000 MATURING SERIALLY OR OTHERWISE AT SUCH TIMES AS
MAY BE FIXED BY THE CITY COUNCIL NOT TO EXCEED 30 YEARS
FROM THEIR DATE OR DATES AND BEARING INTEREST AT ANY RATE
OR RATES, EITHER FIXED, VARIABLE OR FLOATING, ACCORDING TO
ANY CLEARLY STATED FORMULA, CALCULATION OR METHOD NOT
EXCEEDING THE MAXIMUM INTEREST NOW OR HEREAFTER
AUTHORIZED BY LAW AS SHALL BE DETERMINED WITHIN THE
DISCRETION OF THE C.II Y COUNCIL AT THE TIME OF ISSUANCE,AND
TO LEVY A TAX UPON ALL TAXABLE PROPERTY IN THE CITY
SUFFICIENT TO PAY THE INTEREST ON THE BONDS, AND TO
PROVIDE A SINKING FUND FOR THE PAYMENT OF BONDS AS THEY
MATURE, FOR THE PURPOSE OF MAKING PERMANENT PUBLIC
IMPROVEMENTS AS FOLLOWS: (1) PURCHASING, ACQUIRING,
CONSTRUCTING, REPAIRING AND IMPROVING LAND, FACILITIES
AND EQUIPMENT FOR PUBLIC SAFETY PURPOSES (INCLUDING FIRE
FIGHTING NEEDS), (2) ENGINEERING AND RELATED STUDIES IN
CONNECTION WITH PUBLIC SAFETY IMPROVEMENTS IN THE CITY
AND (3) ALL MATTERS NECESSARY OR INCIDENTAL THERETO?
2
PROPOSITION NO. 4
SHALL THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS BE
AUTHORIZED TO ISSUE BONDS OF THE CITY IN THE AMOUNT OF
$19,990,000 MATURING SERIALLY OR OTHERWISE AT SUCH TIMES AS
MAY BE FIXED BY THE CITY COUNCIL NOT TO EXCEED 30 YEARS
FROM THEIR DATE OR DATES AND BEARING INTEREST AT ANY RATE
OR RATES, EITHER FIXED, VARIABLE OR FLOATING, ACCORDING TO
ANY CLEARLY STATED FORMULA, CALCULATION OR METHOD NOT
EXCEEDING THE MAXIMUM INTEREST NOW OR HEREAFTER
AUTHORIZED BY LAW AS SHALL BE DETERMINED WITHIN THE
DISCRETION OF THE CITY COUNCIL AT THE TIME OF ISSUANCE, AND
TO LEVY A TAX UPON ALL TAXABLE PROPERTY IN THE CITY
SUFFICIENT TO PAY THE INTEREST ON THE BONDS, AND TO
PROVIDE A SINKING FUND FOR THE PAYMENT OF BONDS AS THEY
MATURE, FOR THE PURPOSE OF MAKING PERMANENT PUBLIC
IMPROVEMENTS AS FOLLOWS: (1) PURCHASING, ACQUIRING,
CONSTRUCTING, REPAIRING AND IMPROVING LAND, FACILITIES
AND EQUIPMENT FOR PARK AND RECREATION PURPOSES, (2)
ENGINEERING AND RELATED STUDIES IN CONNECTION WITH PARK
AND RECREATION IMPROVEMENTS IN THE CITY AND (3) ALL
MA'F1'ERS NECESSARY OR INCIDENTAL THERETO?
PROPOSITION NO. 5
SHALL THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS BE
AUTHORIZED TO ISSUE BONDS OF THE CITY IN THE AMOUNT OF
$1 6,225,000 MATURING SERIALLY OR OTHERWISE AT SUCH TIMES AS
MAY BE FIXED BY THE CITY COUNCIL NOT TO EXCEED 30 YEARS
FROM THEIR DATE OR DATES AND BEARING INTEREST AT ANY RATE
OR RATES, EITHER FIXED, VARIABLE OR FLOATING, ACCORDING TO
ANY CLEARLY STATED FORMULA, CALCULATION OR METHOD NOT
EXCEEDING THE MAXIMUM INTEREST NOW OR HEREAFTER
AUTHORIZED BY LAW AS SHALL BE DETERMINED WITHIN THE
DISCRETION OF THE CITY COUNCIL AT THE TIME OF ISSUANCE. AND
TO LEVY A TAX UPON ALL TAXABLE PROPERTY IN THE CITY
SUFFICIENT TO PAY THE INTEREST ON THE BONDS, AND TO
PROVIDE A SINKING FUND FOR THE PAYMENT OF BONDS AS THEY
MATURE, FOR THE PURPOSE OF MAKING PERMANENT PUBLIC
IMPROVEMENTS AS FOLLOWS: (1) PURCHASING, ACQUIRING,
CONSTRUCTING, REPAIRING AND IMPROVING LAND, FACILITIES
AND EQUIPMENT FOR PARK AND RECREATION PURPOSES, WITH
FIRST PRIORITY TO BE GIVEN TO THE CONSTRUCTION OF
RECREATION CENTER AND THE CONSTRUCTION OF A NATATORIUM.
(2) ENGINEERING AND RELATED STUDIES IN CONNECTION WITH
PARK AND RECREATION IMPROVEMENTS IN THE CITY, AND (3) ALL
MA'T'TERS NECESSARY OR INCIDENTAL THERETO?
3
PROPOSITION NO. 6
SHALL THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS BE
AUTHORIZED TO ISSUE BONDS OF THE CITY IN THE AMOUNT OF
$3,410,000 MATURING SERIALLY OR OTHERWISE AT SUCH TIMES AS
MAY BE FIXED BY THE CITY COUNCIL NOT TO EXCEED 30 YEARS
FROM THEIR DATE OR DATES AND BEARING INTEREST AT ANY RATE
OR RATES, EITHER FIXED, VARIABLE OR FLOATING, ACCORDING TO
ANY CLEARLY STATED FORMULA, CALCULATION OR METHOD NOT
EXCEEDING THE MAXIMUM INTEREST NOW OR HEREAFTER
AUTHORIZED BY LAW AS SHALL BE DETERMINED WITHIN THE
DISCRETION OF THE CITY COUNCIL AT THE TIME OF ISSUANCE, AND
TO LEVY A TAX UPON ALL TAXABLE PROPERTY IN THE CITY
SUFFICIENT TO PAY THE INTEREST ON THE BONDS, AND TO
PROVIDE A SINKING FUND FOR THE PAYMENT OF BONDS AS THEY
MATURE, FOR THE PURPOSE OF MAKING PERMANENT PUBLIC
IMPROVEMENTS AS FOLLOWS: (1) PURCHASING AND OTHERWISE
ACQUIRING LAND FOR AND CONSTRUCTING, REPAIRING AND
IMPROVING LIBRARY FACILITIES, (2) ENGINEERING AND RELATED
STUDIES IN CONNECTION WITH LIBRARY FACILITIES AND
IMPROVEMENTS, AND (3) ALL MATTERS NECESSARY OR
INCIDENTAL THERETO?
WHEREAS, the Election was called and held in all respects under and in strict
compliance with the Constitution and laws of the State of Texas and the United States of
America;
WHEREAS, the tabulation of the results of the Election was as follows:
PROPOSITION I
FOR THE PROPOSED ISSUANCE OF $84,190,000 CITY OF 2.422 Votes
PEARLAND, TEXAS, BONDS FOR (1) PURCHASING AND
OTHERWISE ACQUIRING LAND FOR AND
CONSTRUCTING, REPAIRING AND IMPROVING STREETS,
BRIDGES AND SIDEWALKS OF THE CITY WITH FIRST
PRIORITY TO BE GIVEN TO THE CONSTRUCTION, REPAIR
AND IMPROVEMENT OF BAILEY ROAD, CULLEN
BOULEVARD, DIXIE FARM ROAD AND MCHARD ROAD,
(2) PURCHASE OF EQUIPMENT AND SUPPORT FACILITIES
IN CONNECTION WITH STREET, BRIDGE AND SIDEWALK
IMPROVEMENTS, (3) ENGINEERING AND RELATED
STUDIES IN CONNECTION WITH STREET, BRIDGE AND
SIDEWALK IMPROVEMENTS IN THE CITY, AND (4) ALL
MATTERS NECESSARY OR INCIDENTAL THERETO, AND
THE LEVY OF TAXES TO PROVIDE FOR THE PAYMENT
THEREOF AND INTEREST THEREON.
4
AGAINST THE PROPOSED ISSUANCE OF S84,190,000 CITY 916 Votes
OF PEARLAND, TEXAS, BONDS FOR (1) PURCHASING AND
OTHERWISE ACQUIRING LAND FOR AND
CONSTRUCTING, REPAIRING AND IMPROVING STREETS,
BRIDGES AND SIDEWALKS OF THE CITY WITH FIRST
PRIORITY TO BE GIVEN TO THE CONSTRUCTION, REPAIR
AND IMPROVEMENT OF BAILEY ROAD, CULLEN
BOULEVARD, DIXIE FARM ROAD AND MCHARD ROAD,
(2) PURCHASE OF EQUIPMENT AND SUPPORT FACILITIES
IN CONNECTION WITH STREET, BRIDGE AND SIDEWALK
IMPROVEMENTS, (3) ENGINEERING AND RELATED
STUDIES IN CONNECTION WITH STREET, BRIDGE AND
SIDEWALK IMPROVEMENTS IN THE CITY, AND (4) ALL
MATTERS NECESSARY OR INCIDENTAL THERETO, AND
THE LEVY OF TAXES TO PROVIDE FOR THE PAYMENT
THEREOF AND INTEREST THEREON.
PROPOSITION Y.I.
FOR THE PROPOSED ISSUANCE OF $35,305,000 CITY OF 2.418 Votes
PEARLAND, TEXAS, BONDS FOR (1) PURCHASING,
ACQUIRING, ENLARGING, EXTENDING, EQUIPPING AND
CONSTRUCTING DRAINAGE IMPROVEMENTS AND
FACILITIES AT VARIOUS LOCATIONS WITHIN THE CITY,
INCLUDING ACQUIRING LANDS AND RIGHTS-OF-WAY
FOR ANY OF SUCH PURPOSES, (2) PURCHASE OF
EQUIPMENT AND SUPPORT FACILITIES IN CONNECTION
WITH DRAINAGE IMPROVEMENTS AND FACILITIES, (3)
ENGINEERING AND RELATED STUDIES IN CONNECTION
WITH DRAINAGE PROBLEMS IN THE CITY AND (4) ALL
MATTERS NECESSARY OR INCIDENT THERETO, AND THE
LEVY OF TAXES TO PROVIDE FOR THE PAYMENT
THEREOF AND INTEREST THEREON.
AGAINST THE PROPOSED ISSUANCE OF $35,305,000 CITY 905 Votes
OF PEARLAND, TEXAS, BONDS FOR (1) PURCHASING,
ACQUIRING, ENLARGING, EXTENDING, EQUIPPING AND
CONSTRUCTING DRAINAGE IMPROVEMENTS AND
FACILITIES AT VARIOUS LOCATIONS WITHIN THE CITY,
INCLUDING ACQUIRING LANDS AND RIGHTS-OF-WAY
FOR ANY OF SUCH PURPOSES, (2) PURCHASE OF
EQUIPMENT AND SUPPORT FACILITIES IN CONNECTION
WITH DRAINAGE IMPROVEMENTS AND FACILITIES, (3)
ENGINEERING AND RELATED STUDIES IN CONNECTION
WITH DRAINAGE PROBLEMS IN THE CITY AND (4) ALL
MATTERS NECESSARY OR INCIDENT THERETO, AND THE
5
OFFICIAL STATEMENT DATED DECEMBER 17, 2007
In the opinion of Bond Counsel, interest on the Bonds 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"
$22,835,000
CITY OF PEARLAND, TEXAS
(A political subdivision of the State of Texas located within Brazoria, Fort Bend and Harris Counties)
PERMANENT IMPROVEMENT BONDS, SERIES 2008
Dated: January I,2008 Due: March I,as shown below
Principal of and interest on the $22,835,000 City of Pcarland, Texas, Permanent Improvement Bonds, Series 2008 (the "Bonds") is payable by Wells
Fargo Bank,N.A.,Houston,Texas,the initial paying agent/registrar(the"Paying Agent/Registrar"). The Bonds 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 Bonds may be acquired in denominations of$5,000 or integral multiples thereof. No physical delivery of the Bonds will be made to
the beneficial owners thereof. Principal of and interest on the Bonds 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 Bonds. See"THE BONDS- Book-Entry-Only System"herein. interest on the Bonds
will accrue from January I, 2008 and is payable on March 1, and September I of each year, commencing September I, 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 BONDS-Description."
The Bonds are payable from the proceeds of a continuing, direct annual ad valorem tax levied, within the limits prescribed by law, against all taxable
property within the City of Pearland,Texas(the"City"). See"THE BONDS-Source of Payment."
The Bonds are issued pursuant to the Constitution and general laws of the State of Texas, particularly Chapter 1331, Texas Government Code, as
amended, an election held within the City on May 12, 2007 and an ordinance (the "Ordinance") to be approved by the City Council on December 17,
2007. See"THE BONDS-Authorization of the Bonds."
Proceeds of the sale of the Bonds will be used for(i)construction and improvements to City streets; (ii)construction and improvements to City drainage
system; (iii)construction of a new fire station; (iv)construction and improvement to City parks; and (v) to pay the costs of issuance of the Bonds. See
"THE BONDS-Use of Proceeds."
The scheduled payment of principal of and interest on the Bonds when due will be guaranteed under an insurance "P FS�13
policy to be issued concurrently with the delivery of the Bonds by FINANCIAL SECURITY ASSURANCE INC. Er
SEE"BOND INSURANCE."
PRINCIPAL AMOUNTS,MATURITIES,INTEREST RATES AND PRICES
(Due March 1)
$17,965,000 Serial Bonds
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 $ 170,000 4.000% 3.050% B83 2017 $ 340,000 5.000% 3.850% C82
2010 240,000 4.000 3.170 B91 2018 360,000 5.000 3.950 C90
2011 205,000 5.000 3.250 C25 2019(c) 405,000 5.000 4.050 D24
2012 290,000 5.000 3.350 C33 ***** ***** **** **** ***
2013 235,000 5.000 3.450 C41 2029(c) 730,000 4.500 4.600 D65
2014 335,000 5.000 3.550 C58 2030(c) 4,530,000 4.625 4.625 D73
2015 310,000 5.000 3.650 C66 2031(c) 4,705,000 4.625 4.640 D81
2016 325,000 5.000 3.750 C74 2032(c) 4,785,000 4.625 4.660 D99
$4,870,000 Term Bonds
$1,340,000 Term Bond Due March I,2022(b)(c)(d)Interest Rate 5.250% (Price$108.580)CUSIP Number 704862 D32
$1,550,000 Term Bond Due March 1,2025(b)(c)(d) Interest Rate 5.500% (Price$109.759)CUSIP Number 704862 D40
$1,980,000 Term Bond Due March I,2028(b)(c)(d)Interest Rate 5.500% (Price$108.902)CUSIP Number 704862 D57
(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 Bonds 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 Bonds. 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 Bonds maturing on March I, 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 BONDS-Redemption Provisions."
(d) Subject to mandatory redemption in the years and in the amounts set forth herein under the caption "THE BONDS - Redemption Provisions -
Mandatory Redemption."
The Bonds 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 Bonds under the Constitution and laws of the State of
Texas. See"LEGAL MATTERS." Delivery of the Bonds through DTC is expected to be on or about January 17.2008.
CERTIFICATE FOR RESOLUTION
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 special meeting on May 22, 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
Richard Tetens Mayor Pro-Tern
Helen Beckman Councilmember
Steve Saboe Councilmember
Felicia Kyle Councilmember
Kevin Cole Councilmember
and all of such persons were present except Councilmember Helen Beckman and
Councilmember Richard Tetens, thus constituting a quorum. Whereupon, among other business,
the following was transacted at said meeting: a written
RESOLUTION CANVASSING RETURNS AND
DECLARING RESULTS OF BOND ELECTION
(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: 3 NAYS; No ABSTENTIONS: No
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
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 May 22 , 2007.
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HOU:2691843.1
RESOLUTION NO. R2007-86
RESOLUTION CANVASSING RETURNS AND DECLARING
RESULTS OF BOND ELECTION
THE STATE OF TEXAS §
COUNTIES OF BRAZORIA AND HARRIS §
CITY OF PEARLAND §
WHEREAS, on May 12, 2007, there was held within and throughout the territory of the
City of Pearland, Texas (the "City") an election (the "Election") at which there was submitted to
the resident, qualified electors of the City the following propositions,to-wit:
PROPOSITION NO. 1
SHALL THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS BE
AUTHORIZED TO ISSUE BONDS OF THE CITY IN THE AMOUNT OF
$84,190,000 MATURING SERIALLY OR OTHERWISE AT SUCH TIMES AS
MAY BE FIXED BY THE CITY COUNCIL NOT TO EXCEED 30 YEARS
FROM THEIR DATE OR DATES AND BEARING INTEREST AT ANY RATE
OR RATES, EITHER FIXED, VARIABLE OR FLOATING, ACCORDING TO
ANY CLEARLY STATED FORMULA, CALCULATION OR METHOD NOT
EXCEEDING THE MAXIMUM INTEREST NOW OR HEREAFTER
AUTHORIZED BY LAW AS SHALL BE DETERMINED WITHLN THE
DISCRETION OF THE CITY COUNCIL AT THE TIME OF ISSUANCE, AND
TO LEVY A TAX UPON ALL TAXABLE PROPERTY IN THE CITY
SUFFICIENT TO PAY THE INTEREST ON THE BONDS, AND TO
PROVIDE A SINKING FUND FOR THE PAYMENT OF BONDS AS THEY
MATURE, FOR THE PURPOSE OF MAKING PERMANENT PUBLIC
IMPROVEMENTS AS FOLLOWS: (1) PURCHASING AND OTHERWISE
ACQUIRING LAND FOR AND CONSTRUCTING, REPAIRING AND
IMPROVING STREETS, BRIDGES AND SIDEWALKS OF THE CITY WITH
FIRST PRIORITY TO BE GIVEN TO THE CONSTRUCTION, REPAIR AND
IMPROVEMENT OF BAILEY ROAD, CULLEN BOULEVARD, DIXIE
FARM ROAD AND MCHARD ROAD, (2) PURCHASE OF EQUIPMENT
AND SUPPORT FACILITIES IN CONNECTION WITH STREET, BRIDGE
AND SIDEWALK IMPROVEMENTS, (3) ENGINEERING AND RELATED
STUDIES IN CONNECTION WITH STREET, BRIDGE AND SIDEWALK
IMPROVEMENTS IN THE CITY, AND (4) ALL MATTERS NECESSARY OR
INCIDENTAL THERETO?
PROPOSITION NO. 2
SHALL THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS BE
AUTHORIZED TO ISSUE BONDS OF THE CITY IN THE.AMOUNT OF
$35,305,000 MATURING SERIALLY OR OTHERWISE AT SUCH TIMES AS
MAY BE FIXED BY THE CITY COUNCIL NOT TO EXCEED 30 YEARS
FROM THEIR DATE OR DATES AND BEARING INTEREST AT ANY RATE
OR RATES, EITHER FIXED, VARIABLE OR FLOATING, ACCORDING TO
ANY CLEARLY STATED FORMULA, CALCULATION OR METHOD NOT
EXCEEDING THE MAXIMUM INTEREST NOW OR HEREAFTER
AUTHORIZED BY LAW AS SHALL BE DETERMINED WITHIN THE
DISCRETION OF THE CITY COUNCIL AT THE TIME OF ISSUANCE, AND
TO LEVY A TAX UPON ALL TAXABLE PROPERTY IN THE CITY
SUFFICIENT TO PAY THE INTEREST ON THE BONDS, AND TO
PROVIDE A SINKING FUND FOR THE PAYMENT OF BONDS AS THEY
MATURE, FOR THE PURPOSE OF MAKING PERMANENT PUBLIC
IMPROVEMENTS AS FOLLOWS: (1)PURCHASING, ACQUIRING,
ENLARGING, EXTENDING, EQUIPPING AND CONSTRUCTING
DRAINAGE IMPROVEMENTS AND FACILITIES AT VARIOUS
LOCATIONS WITHIN THE CITY, INCLUDING ACQUIRING LANDS AND
RIGHTS-OF-WAY FOR ANY OF SUCH PURPOSES, (2)PURCHASE OF
EQUIPMENT AND SUPPORT FACILITIES IN CONNECTION WITH
DRAINAGE IMPROVEMENTS AND FACILITIES, (3) ENGINEERING AND
RELATED STUDIES IN CONNECTION WITH DRAINAGE PROBLEMS IN
THE CITY AND (4)ALL MATTERS NECESSARY OR INCIDENT
THERETO?
PROPOSITION NO. 3
SHALL THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS BE
AUTHORIZED TO ISSUE BONDS OF THE CITY IN THE AMOUNT OF
$2,895,000 MATURING SERIALLY OR OTHERWISE AT SUCH TIMES AS
MAY BE FIXED BY THE CITY COUNCIL NOT TO EXCEED 30 YEARS
FROM THEIR DATE OR DATES AND BEARING INTEREST AT ANY RATE
OR RATES, EITHER FIXED, VARIABLE OR FLOATING, ACCORDING TO
ANY CLEARLY STATED FORMULA, CALCULATION OR METHOD NOT
EXCEEDING THE MAXIMUM INTEREST NOW OR HEREAFTER
AUTHORIZED BY LAW AS SHALL BE DETERMINED WITHIN THE
DISCRETION OF THE C.II Y COUNCIL AT THE TIME OF ISSUANCE,AND
TO LEVY A TAX UPON ALL TAXABLE PROPERTY IN THE CITY
SUFFICIENT TO PAY THE INTEREST ON THE BONDS, AND TO
PROVIDE A SINKING FUND FOR THE PAYMENT OF BONDS AS THEY
MATURE, FOR THE PURPOSE OF MAKING PERMANENT PUBLIC
IMPROVEMENTS AS FOLLOWS: (1) PURCHASING, ACQUIRING,
CONSTRUCTING, REPAIRING AND IMPROVING LAND, FACILITIES
AND EQUIPMENT FOR PUBLIC SAFETY PURPOSES (INCLUDING FIRE
FIGHTING NEEDS), (2) ENGINEERING AND RELATED STUDIES IN
CONNECTION WITH PUBLIC SAFETY IMPROVEMENTS IN THE CITY
AND (3) ALL MATTERS NECESSARY OR INCIDENTAL THERETO?
2
PROPOSITION NO. 4
SHALL THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS BE
AUTHORIZED TO ISSUE BONDS OF THE CITY IN THE AMOUNT OF
$19,990,000 MATURING SERIALLY OR OTHERWISE AT SUCH TIMES AS
MAY BE FIXED BY THE CITY COUNCIL NOT TO EXCEED 30 YEARS
FROM THEIR DATE OR DATES AND BEARING INTEREST AT ANY RATE
OR RATES, EITHER FIXED, VARIABLE OR FLOATING, ACCORDING TO
ANY CLEARLY STATED FORMULA, CALCULATION OR METHOD NOT
EXCEEDING THE MAXIMUM INTEREST NOW OR HEREAFTER
AUTHORIZED BY LAW AS SHALL BE DETERMINED WITHIN THE
DISCRETION OF THE CITY COUNCIL AT THE TIME OF ISSUANCE, AND
TO LEVY A TAX UPON ALL TAXABLE PROPERTY IN THE CITY
SUFFICIENT TO PAY THE INTEREST ON THE BONDS, AND TO
PROVIDE A SINKING FUND FOR THE PAYMENT OF BONDS AS THEY
MATURE, FOR THE PURPOSE OF MAKING PERMANENT PUBLIC
IMPROVEMENTS AS FOLLOWS: (1) PURCHASING, ACQUIRING,
CONSTRUCTING, REPAIRING AND IMPROVING LAND, FACILITIES
AND EQUIPMENT FOR PARK AND RECREATION PURPOSES, (2)
ENGINEERING AND RELATED STUDIES IN CONNECTION WITH PARK
AND RECREATION IMPROVEMENTS IN THE CITY AND (3) ALL
MA'F1'ERS NECESSARY OR INCIDENTAL THERETO?
PROPOSITION NO. 5
SHALL THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS BE
AUTHORIZED TO ISSUE BONDS OF THE CITY IN THE AMOUNT OF
$1 6,225,000 MATURING SERIALLY OR OTHERWISE AT SUCH TIMES AS
MAY BE FIXED BY THE CITY COUNCIL NOT TO EXCEED 30 YEARS
FROM THEIR DATE OR DATES AND BEARING INTEREST AT ANY RATE
OR RATES, EITHER FIXED, VARIABLE OR FLOATING, ACCORDING TO
ANY CLEARLY STATED FORMULA, CALCULATION OR METHOD NOT
EXCEEDING THE MAXIMUM INTEREST NOW OR HEREAFTER
AUTHORIZED BY LAW AS SHALL BE DETERMINED WITHIN THE
DISCRETION OF THE CITY COUNCIL AT THE TIME OF ISSUANCE. AND
TO LEVY A TAX UPON ALL TAXABLE PROPERTY IN THE CITY
SUFFICIENT TO PAY THE INTEREST ON THE BONDS, AND TO
PROVIDE A SINKING FUND FOR THE PAYMENT OF BONDS AS THEY
MATURE, FOR THE PURPOSE OF MAKING PERMANENT PUBLIC
IMPROVEMENTS AS FOLLOWS: (1) PURCHASING, ACQUIRING,
CONSTRUCTING, REPAIRING AND IMPROVING LAND, FACILITIES
AND EQUIPMENT FOR PARK AND RECREATION PURPOSES, WITH
FIRST PRIORITY TO BE GIVEN TO THE CONSTRUCTION OF
RECREATION CENTER AND THE CONSTRUCTION OF A NATATORIUM.
(2) ENGINEERING AND RELATED STUDIES IN CONNECTION WITH
PARK AND RECREATION IMPROVEMENTS IN THE CITY, AND (3) ALL
MA'T'TERS NECESSARY OR INCIDENTAL THERETO?
3
PROPOSITION NO. 6
SHALL THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS BE
AUTHORIZED TO ISSUE BONDS OF THE CITY IN THE AMOUNT OF
$3,410,000 MATURING SERIALLY OR OTHERWISE AT SUCH TIMES AS
MAY BE FIXED BY THE CITY COUNCIL NOT TO EXCEED 30 YEARS
FROM THEIR DATE OR DATES AND BEARING INTEREST AT ANY RATE
OR RATES, EITHER FIXED, VARIABLE OR FLOATING, ACCORDING TO
ANY CLEARLY STATED FORMULA, CALCULATION OR METHOD NOT
EXCEEDING THE MAXIMUM INTEREST NOW OR HEREAFTER
AUTHORIZED BY LAW AS SHALL BE DETERMINED WITHIN THE
DISCRETION OF THE CITY COUNCIL AT THE TIME OF ISSUANCE, AND
TO LEVY A TAX UPON ALL TAXABLE PROPERTY IN THE CITY
SUFFICIENT TO PAY THE INTEREST ON THE BONDS, AND TO
PROVIDE A SINKING FUND FOR THE PAYMENT OF BONDS AS THEY
MATURE, FOR THE PURPOSE OF MAKING PERMANENT PUBLIC
IMPROVEMENTS AS FOLLOWS: (1) PURCHASING AND OTHERWISE
ACQUIRING LAND FOR AND CONSTRUCTING, REPAIRING AND
IMPROVING LIBRARY FACILITIES, (2) ENGINEERING AND RELATED
STUDIES IN CONNECTION WITH LIBRARY FACILITIES AND
IMPROVEMENTS, AND (3) ALL MATTERS NECESSARY OR
INCIDENTAL THERETO?
WHEREAS, the Election was called and held in all respects under and in strict
compliance with the Constitution and laws of the State of Texas and the United States of
America;
WHEREAS, the tabulation of the results of the Election was as follows:
PROPOSITION I
FOR THE PROPOSED ISSUANCE OF $84,190,000 CITY OF 2.422 Votes
PEARLAND, TEXAS, BONDS FOR (1) PURCHASING AND
OTHERWISE ACQUIRING LAND FOR AND
CONSTRUCTING, REPAIRING AND IMPROVING STREETS,
BRIDGES AND SIDEWALKS OF THE CITY WITH FIRST
PRIORITY TO BE GIVEN TO THE CONSTRUCTION, REPAIR
AND IMPROVEMENT OF BAILEY ROAD, CULLEN
BOULEVARD, DIXIE FARM ROAD AND MCHARD ROAD,
(2) PURCHASE OF EQUIPMENT AND SUPPORT FACILITIES
IN CONNECTION WITH STREET, BRIDGE AND SIDEWALK
IMPROVEMENTS, (3) ENGINEERING AND RELATED
STUDIES IN CONNECTION WITH STREET, BRIDGE AND
SIDEWALK IMPROVEMENTS IN THE CITY, AND (4) ALL
MATTERS NECESSARY OR INCIDENTAL THERETO, AND
THE LEVY OF TAXES TO PROVIDE FOR THE PAYMENT
THEREOF AND INTEREST THEREON.
4
AGAINST THE PROPOSED ISSUANCE OF S84,190,000 CITY 916 Votes
OF PEARLAND, TEXAS, BONDS FOR (1) PURCHASING AND
OTHERWISE ACQUIRING LAND FOR AND
CONSTRUCTING, REPAIRING AND IMPROVING STREETS,
BRIDGES AND SIDEWALKS OF THE CITY WITH FIRST
PRIORITY TO BE GIVEN TO THE CONSTRUCTION, REPAIR
AND IMPROVEMENT OF BAILEY ROAD, CULLEN
BOULEVARD, DIXIE FARM ROAD AND MCHARD ROAD,
(2) PURCHASE OF EQUIPMENT AND SUPPORT FACILITIES
IN CONNECTION WITH STREET, BRIDGE AND SIDEWALK
IMPROVEMENTS, (3) ENGINEERING AND RELATED
STUDIES IN CONNECTION WITH STREET, BRIDGE AND
SIDEWALK IMPROVEMENTS IN THE CITY, AND (4) ALL
MATTERS NECESSARY OR INCIDENTAL THERETO, AND
THE LEVY OF TAXES TO PROVIDE FOR THE PAYMENT
THEREOF AND INTEREST THEREON.
PROPOSITION Y.I.
FOR THE PROPOSED ISSUANCE OF $35,305,000 CITY OF 2.418 Votes
PEARLAND, TEXAS, BONDS FOR (1) PURCHASING,
ACQUIRING, ENLARGING, EXTENDING, EQUIPPING AND
CONSTRUCTING DRAINAGE IMPROVEMENTS AND
FACILITIES AT VARIOUS LOCATIONS WITHIN THE CITY,
INCLUDING ACQUIRING LANDS AND RIGHTS-OF-WAY
FOR ANY OF SUCH PURPOSES, (2) PURCHASE OF
EQUIPMENT AND SUPPORT FACILITIES IN CONNECTION
WITH DRAINAGE IMPROVEMENTS AND FACILITIES, (3)
ENGINEERING AND RELATED STUDIES IN CONNECTION
WITH DRAINAGE PROBLEMS IN THE CITY AND (4) ALL
MATTERS NECESSARY OR INCIDENT THERETO, AND THE
LEVY OF TAXES TO PROVIDE FOR THE PAYMENT
THEREOF AND INTEREST THEREON.
AGAINST THE PROPOSED ISSUANCE OF $35,305,000 CITY 905 Votes
OF PEARLAND, TEXAS, BONDS FOR (1) PURCHASING,
ACQUIRING, ENLARGING, EXTENDING, EQUIPPING AND
CONSTRUCTING DRAINAGE IMPROVEMENTS AND
FACILITIES AT VARIOUS LOCATIONS WITHIN THE CITY,
INCLUDING ACQUIRING LANDS AND RIGHTS-OF-WAY
FOR ANY OF SUCH PURPOSES, (2) PURCHASE OF
EQUIPMENT AND SUPPORT FACILITIES IN CONNECTION
WITH DRAINAGE IMPROVEMENTS AND FACILITIES, (3)
ENGINEERING AND RELATED STUDIES IN CONNECTION
WITH DRAINAGE PROBLEMS IN THE CITY AND (4) ALL
MATTERS NECESSARY OR INCIDENT THERETO, AND THE
5
LEVY OF TAXES TO PROVIDE FOR THE PAYMENT
THEREOF AND INTEREST THEREON.
PROPOSITION III
FOR THE PROPOSED ISSUANCE OF $2,895,000 CITY OF 2,40_$ Votes
PEARLAND, TEXAS, BONDS FOR (l) PURCHASING,
ACQUIRING, CONSTRUCTING, REPAIRING AND
IMPROVING LAND, FACILITIES AND EQUIPMENT FOR
PUBLIC SAFETY PURPOSES (INCLUDING FIRE FIGHTING
NEEDS), (2) ENGINEERING AND RELATED STUDIES IN
CONNECTION WITH PUBLIC SAFETY IMPROVEMENTS IN
THE CITY AND (3) ALL MATTERS NECESSARY OR
INCIDENTAL THERETO, AND THE LEVY OF TAXES TO
PROVIDE FOR THE PAYMENT THEREOF AND INTEREST
THEREON.
AGAINST THE PROPOSED ISSUANCE OF $2,895,000 CITY 908 Votes
OF PEARLAND, TEXAS, BONDS FOR (1) PURCHASING,
ACQUIRING, CONSTRUCTING, REPAIRING AND
IMPROVING LAND, FACILITIES AND EQUIPMENT FOR
PUBLIC SAFETY PURPOSES (INCLUDING FIRE FIGHTING
NEEDS), (2) ENGINEERING AND RELATED STUDIES IN
CONNECTION WITH PUBLIC SAFETY IMPROVEMENTS IN
THE CITY AND (3) ALL MATTERS NECESSARY OR
INCIDENTAL THERETO, AND THE LEVY OF TAXES TO
PROVIDE FOR THE PAYMENT THEREOF AND INTEREST
THEREON.
PROPOSITION IV
FOR THE PROPOSED ISSUANCE OF $19,990,000 CITY OF 1,998 Votes
PEARLAND, TEXAS, BONDS FOR (1) PURCHASING,
ACQUIRING, CONSTRUCTING, REPAIRING AND
IMPROVING LAND, FACILITIES AND EQUIPMENT FOR
PARK AND RECREATION PURPOSES, (2) ENGINEERING
AND RELATED STUDIES IN CONNECTION WITH PARK
AND RECREATION IMPROVEMENTS ENT THE CITY AND (3)
ALL MATTERS NECESSARY OR INCIDENTAL THERETO,
AND THE LEVY OF TAXES TO PROVIDE FOR PAYMENT
THEREOF AND INTEREST THEREON.
AGAINST THE PROPOSED ISSUANCE OF $19,990,000 CITY 1,314 Votes
OF PEARLAND, TEXAS, BONDS FOR (1) PURCHASING,
ACQUIRING, CONSTRUCTING, REPAIRING AND
IMPROVING LAND, FACILITIES AND EQUIPMENT FOR
6
LEVY OF TAXES TO PROVIDE FOR THE PAYMENT
THEREOF AND INTEREST THEREON.
PROPOSITION III
FOR THE PROPOSED ISSUANCE OF $2,895,000 CITY OF 2,40_$ Votes
PEARLAND, TEXAS, BONDS FOR (l) PURCHASING,
ACQUIRING, CONSTRUCTING, REPAIRING AND
IMPROVING LAND, FACILITIES AND EQUIPMENT FOR
PUBLIC SAFETY PURPOSES (INCLUDING FIRE FIGHTING
NEEDS), (2) ENGINEERING AND RELATED STUDIES IN
CONNECTION WITH PUBLIC SAFETY IMPROVEMENTS IN
THE CITY AND (3) ALL MATTERS NECESSARY OR
INCIDENTAL THERETO, AND THE LEVY OF TAXES TO
PROVIDE FOR THE PAYMENT THEREOF AND INTEREST
THEREON.
AGAINST THE PROPOSED ISSUANCE OF $2,895,000 CITY 908 Votes
OF PEARLAND, TEXAS, BONDS FOR (1) PURCHASING,
ACQUIRING, CONSTRUCTING, REPAIRING AND
IMPROVING LAND, FACILITIES AND EQUIPMENT FOR
PUBLIC SAFETY PURPOSES (INCLUDING FIRE FIGHTING
NEEDS), (2) ENGINEERING AND RELATED STUDIES IN
CONNECTION WITH PUBLIC SAFETY IMPROVEMENTS IN
THE CITY AND (3) ALL MATTERS NECESSARY OR
INCIDENTAL THERETO, AND THE LEVY OF TAXES TO
PROVIDE FOR THE PAYMENT THEREOF AND INTEREST
THEREON.
PROPOSITION IV
FOR THE PROPOSED ISSUANCE OF $19,990,000 CITY OF 1,998 Votes
PEARLAND, TEXAS, BONDS FOR (1) PURCHASING,
ACQUIRING, CONSTRUCTING, REPAIRING AND
IMPROVING LAND, FACILITIES AND EQUIPMENT FOR
PARK AND RECREATION PURPOSES, (2) ENGINEERING
AND RELATED STUDIES IN CONNECTION WITH PARK
AND RECREATION IMPROVEMENTS ENT THE CITY AND (3)
ALL MATTERS NECESSARY OR INCIDENTAL THERETO,
AND THE LEVY OF TAXES TO PROVIDE FOR PAYMENT
THEREOF AND INTEREST THEREON.
AGAINST THE PROPOSED ISSUANCE OF $19,990,000 CITY 1,314 Votes
OF PEARLAND, TEXAS, BONDS FOR (1) PURCHASING,
ACQUIRING, CONSTRUCTING, REPAIRING AND
IMPROVING LAND, FACILITIES AND EQUIPMENT FOR
6
LEVY OF TAXES TO PROVIDE FOR THE PAYMENT
THEREOF AND INTEREST THEREON.
PROPOSITION III
FOR THE PROPOSED ISSUANCE OF $2,895,000 CITY OF 2,40_$ Votes
PEARLAND, TEXAS, BONDS FOR (l) PURCHASING,
ACQUIRING, CONSTRUCTING, REPAIRING AND
IMPROVING LAND, FACILITIES AND EQUIPMENT FOR
PUBLIC SAFETY PURPOSES (INCLUDING FIRE FIGHTING
NEEDS), (2) ENGINEERING AND RELATED STUDIES IN
CONNECTION WITH PUBLIC SAFETY IMPROVEMENTS IN
THE CITY AND (3) ALL MATTERS NECESSARY OR
INCIDENTAL THERETO, AND THE LEVY OF TAXES TO
PROVIDE FOR THE PAYMENT THEREOF AND INTEREST
THEREON.
AGAINST THE PROPOSED ISSUANCE OF $2,895,000 CITY 908 Votes
OF PEARLAND, TEXAS, BONDS FOR (1) PURCHASING,
ACQUIRING, CONSTRUCTING, REPAIRING AND
IMPROVING LAND, FACILITIES AND EQUIPMENT FOR
PUBLIC SAFETY PURPOSES (INCLUDING FIRE FIGHTING
NEEDS), (2) ENGINEERING AND RELATED STUDIES IN
CONNECTION WITH PUBLIC SAFETY IMPROVEMENTS IN
THE CITY AND (3) ALL MATTERS NECESSARY OR
INCIDENTAL THERETO, AND THE LEVY OF TAXES TO
PROVIDE FOR THE PAYMENT THEREOF AND INTEREST
THEREON.
PROPOSITION IV
FOR THE PROPOSED ISSUANCE OF $19,990,000 CITY OF 1,998 Votes
PEARLAND, TEXAS, BONDS FOR (1) PURCHASING,
ACQUIRING, CONSTRUCTING, REPAIRING AND
IMPROVING LAND, FACILITIES AND EQUIPMENT FOR
PARK AND RECREATION PURPOSES, (2) ENGINEERING
AND RELATED STUDIES IN CONNECTION WITH PARK
AND RECREATION IMPROVEMENTS ENT THE CITY AND (3)
ALL MATTERS NECESSARY OR INCIDENTAL THERETO,
AND THE LEVY OF TAXES TO PROVIDE FOR PAYMENT
THEREOF AND INTEREST THEREON.
AGAINST THE PROPOSED ISSUANCE OF $19,990,000 CITY 1,314 Votes
OF PEARLAND, TEXAS, BONDS FOR (1) PURCHASING,
ACQUIRING, CONSTRUCTING, REPAIRING AND
IMPROVING LAND, FACILITIES AND EQUIPMENT FOR
6
PARK AND RECREATION PURPOSES, (2) ENGINEERING
AND RELATED STUDIES IN CONNECTION WITH PARK
AND RECREATION IMPROVEMENTS IN THE CITY AND (3)
ALL MATTERS NECESSARY OR INCIDENTAL THERETO,
AND THE LEVY OF TAXES TO PROVIDE FOR PAYMENT
THEREOF AND INTEREST THEREON.
PROPOSITION V
FOR THE PROPOSED THE PROPOSED ISSUANCE OF 1,870 Votes
S16,225,000 CITY OF PEARLAND, TEXAS, BONDS FOR (I)
PURCHASING, ACQUIRING, CONSTRUCTING, REPAIRING
AND IMPROVING LAND, FACILITIES AND EQUIPMENT
FOR PARK AND RECREATION PURPOSES, WITH FIRST
PRIORITY TO BE GIVEN TO THE CONSTRUCTION OF
RECREATION CENTER AND THE CONSTRUCTION OF A
NATATORIUM, (2) ENGINEERING AND RELATED STUDIES
IN CONNECTION WITH PARK AND RECREATION
IMPROVEMENTS IN THE CITY, AND (3) ALL MATTERS
NECESSARY OR INCIDENTAL THERETO, AND THE LEVY
OF TAXES TO PROVIDE FOR PAYMENT THEREOF AND
INTEREST THEREON.
AGAINST THE PROPOSED THE PROPOSED ISSUANCE OF 1.445 Votes
$16,225,000 CITY OF PEARLAND, TEXAS, BONDS FOR (I)
PURCHASING, ACQUIRING, CONSTRUCTING, REPAIRING
AND IMPROVING LAND, FACILITIES AND EQUIPMENT
FOR PARK AND RECREATION PURPOSES, WITH FIRST
PRIORITY TO BE GIVEN TO THE CONSTRUCTION OF
RECREATION CENTER AND THE CONSTRUCTION OF A
NATATORIUM, (2) ENGINEERING AND RELATED STUDIES
IN CONNECTION WITH PARK AND RECREATION
IMPROVEMENTS IN THE CITY, AND (3) ALL MATTERS
NECESSARY OR INCIDENTAL THERETO, AND THE LEVY
OF TAXES TO PROVIDE FOR PAYMENT THEREOF AND
INTEREST THEREON.
PROPOSITION VI
FOR THE PROPOSED ISSUANCE OF $3,410,000 CITY OF 2.108 Votes
PEARLAND, 'TEXAS, BONDS FOR (1) PURCHASING AND
OTHERWISE ACQUIRING LAND FOR AND
CONSTRUCTING, REPAIRING AND IMPROVING LIBRARY
FACILITIES, (2) ENGINEERING AND RELATED STUDIES IN
CONNECTION WJ.'I'H LIBRARY FACILITIES AND
IMPROVEMENTS, AND (3) ALL MATTERS NECESSARY OR
7
INCIDENTAL THERETO AND THE LEVY OF TAXES TO
PROVIDE FOR PAYMENT THEREOF AND INTEREST
THEREON.
AGAINST THE PROPOSED ISSUANCE OF $3,410,000 CITY 1,207 Votes
OF PEARLAND, TEXAS, BONDS FOR (1) PURCHASING
AND OTHERWISE ACQUIRING LAND FOR AND
CONSTRUCTING, REPAIRING AND IMPROVING LIBRARY
FACILITIES, (2) ENGINEERING AND RELATED STUDIES IN
CONNECTION WITH LIBRARY FACILITIES AND
IMPROVEMENTS, AND (3)ALL MATTERS NECESSARY OR
INCIDENTAL THERETO AND THE LEVY OF TAXES TO
PROVIDE FOR PAYMENT THEREOF AND INTEREST
THEREON.
IT IS, THEREFORE, RESOLVED BY THE CITY COUNCIL OF THE CITY OF
PEARLAND THAT:
Section 1. The Election was duly called and notice thereof given in
accordance with law; the Election was held in the manner required by law; only
resident, qualified electors of the City voted at the Election; a written return of the
election results was made to the City in accordance with the Election Code; and a
majority of the resident, qualified electors of the City voting in the Election, including
absentee voting, voted 2,422 Proposition I; a majority of the resident, qualified
electors of the City voting in the Election, including absentee voting, voted 2,418
Proposition II; a majority of the resident, qualified electors of the City voting in the
Election, including absentee voting, voted 2,408 Proposition III; a majority of the
resident, qualified electors of the City voting in the Election, including absentee
voting, voted 1,998 Proposition IV; a majority of the resident, qualified electors of the
City voting in the Election, including absentee voting, voted 1,870 Proposition V; and
a majority of the resident, qualified electors of the City voting in the Election,
including absentee voting,voted 2.108 Proposition VI.
Section 2. The official returns shall be delivered to the City Secretary, who is
hereby directed to enter in the Election register the tabulation of the votes cast for and
against the Proposition and to preserve such tabulations as required by law.
Section 3. Notice of Meeting. The City Council officially finds, determines,
recites and declares that written notice of the date, hour, place and subject of the
meeting at which this Resolution is adopted was posted on a bulletin board located at a
place convenient to the public at the City's administrative offices for at least 72 hours
preceding the scheduled time of the meeting; that a telephonic or telegraphic notice of
such meeting was given to all news media who have consented to pay any and all
expenses incurred by the City in connection with providing such notice, both as
required by Chapter 551, Texas Government Code; and that such meeting was open to
the public as required by law at all times during which this Resolution and the subject
matter thereof was discussed, considered and formally acted upon.
8
Section 4. Authorization to Execute. The Mayor is authorized to execute and
the City Secretary is authorized to attest and seal this Resolution on behalf of the City
Council.
Section 5. Effective Date. This Resolution is effective immediately upon its
passage and approval.
[signature page follows]
9
PASSED AND APPROVED May 22 , 2007.
--:::: 111) , a,
Tom Reid
Mayor
ATTEST:
• ng L,v ng
• ty Secretary
(SEAL)
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if 41._a . ,,, 1...,...
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7.
S-1
CERTIFICATE OF ABSENT COUNCILMEMBER
STATE OF TEXAS §
COUNTIES OF BRAZORIA AND HARRIS §
CITY OF PEARLAND §
I, the undersigned, was a member of the City Council of the City of Pearland, Texas at
the time that a special meeting of the City Council was held on May 22, 2007, which meeting 1
did not attend, and at which meeting the City Council adopted the following Resolution:
RESOLUTION CANVASSING RETURNS AND
DECLARING RESULTS OF BOND ELECTION
I hereby acknowledge that sufficient notice of such meeting was given to me and hereby
waive any other notice to which I otherwise may have been entitled.
WITNESS MY HAND this June 4, 2007.
' c and Tetens, Councilmember Pos. 1
CERTIFICATE OF ABSENT COUNCILMEMBER
STATE OF TEXAS §
COUNTfES OF BRAZORIA AND HARRIS §
CITY OF PEARLAND §
I, the undersigned, was a member of the City Council of the City of Pearland, Texas at
the time that a special meeting of the City Council was held on May 22, 2007, which meeting I
did not attend, and at which meeting the City Council adopted the following Resolution:
RESOLUTION CANVASSING RETURNS AND
DECLARING RESULTS OF BOND ELECTION
I hereby acknowledge that sufficient notice of such meeting was given to me and hereby
waive any other notice to which I otherwise may have been entitled.
WITNESS MY HAND this June 4,2007.
4.7,1/71-0.10d;z>.
Richard Tetens, Councilmember Pos. 1
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-Tern
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
AN ORDINANCE AUTHORIZING AND ORDERING THE ISSUANCE OF
CITY OF PEARLAND, TEXAS PERMANENT IMPROVEMENT BONDS,
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 BONDS;
AUTHORIZING THE PURCHASE OF BOND INSURANCE; MAKING
OTHER PROVISIONS REGARDING SUCH BONDS, 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
•
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.
C' Secrj�. Mayor
C Y 0 •EARLAND, TEXAS CITY OF PEARLAND, TEXAS
NMNI N4.
(SE }` •-t s
�,,'f+4iN1 rfN 1111111N,�,d�;�•F
eiriFsA
�t Dexirc Company
January 15,2008
VIA EMAIL
Rick Witte, Esq.
Andrews Kurth LLP
4200 Chase Tower
600 Travis Street
Houston,Texas 77002
Re: $22,835,000 in aggregate principal amount of City of Pearland,Texas
Permanent Improvement Bonds,Series 2008(Policy No.209727-N)
Dear Mr.Witte:
Enclosed please find a copy of the municipal bond insurance policy of Financial Security Assurance Inc. ("Financial
Security"), the executed disclosure, no default and tax certificate and the executed opinion of Associate General
Counsel in connection with the above-referenced issue scheduled to close on January 17, 2008. The opinion and
certificate shall be treated as originals. The original municipal bond insurance policy will be sent to your attention via
overnight mail to be held in escrow until the closing. Upon successful completion of the closing the policy may be
released and the original sent to the Paying Agent.
In addition to your receiving my verbal instruction, I must receive the following before the insurance policy and opinion
may be released:
1. A copy of the executed final approving opinion delivered by Bond Counsel, and a reliance letter addressed to
Financial Security, as described in our Commitment Letter in respect of the subject issue.
2. An executed copy of the Commitment Letter.
3. The wire transfer in federal funds of an amount equal to the insurance premium, as described in our
Commitment Letter, in accordance with our payment instructions. Verbal confirmation of the wire number
shall be sufficient evidence for the release of the insurance policy.
4. Your assurance that you will promptly cause to be delivered to Financial Security 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 CID-ROMs thereof required by the Commitment Letter. Closing
documents should be addressed to the attention of the Records Department.
I ask you to send item 1. to my attention via fax (212) 857-0514 or email at LSantana @FSA.com, and call me at
(212) 339-3537 with respect to item 2. Instructions for wiring of funds are attached for your convenience. I need to
receive the documents referred to in item 3. by February 1,2008,
I will email the rating letters from Standard&Poor's and Moody's to you at the closing.
Please let me know if you have any further questions.
Sincerely yours,
Lillie Santana
Assistant Vice President
Documentation and Closing Supervisor
Enclosures
Fiinattcial.Se.curitt Assttranee
31 Wcat,sand Street.New York,New York too ••Cizl:2).s.826.crroo•Fox:st$:ti88.3]o:t
New York•Dallas.San Frandsen,Landon.Madrid•Paris•Singapore•Sydney'Tokyo
DISCLOSURE, NO DEFAULT AND TAX CERTIFICATE OF
FINANCIAL SECURITY ASSURANCE INC.
The undersigned hereby certifies on behalf of Financial Security Assurance Inc. ("Financial Security"), in connection
with the issuance by Financial Security of its Policy No. 209727-N (the "Policy') in respect of the $22,835,000 in
aggregate principal amount of City of Pearland, Texas Permanent Improvement Bonds, Series 2008 (the "Bonds")
that:
(i) the information set forth under the caption "BOND INSURANCE — Financial Security Assurance Inc." in the
official statement dated December 17, 2007, relating to the Bonds is true and correct,
(ii) Financial Security is not currently in default nor has Financial Security ever been in default under any policy or
obligation guaranteeing the payment of principal of or interest on an obligation,
(iii) the Policy is an unconditional and recourse obligation of Financial Security (enforceable by or on behalf of the
holders of the Bonds)to pay the scheduled principal of and interest on the Bonds in the event of Nonpayment
by the Issuer(as set forth in the Policy),
(iv) the insurance premium of $192,000.00 (the "Premium") is a charge for the transfer of credit risk and was
determined in arm's length negotiations and is required to be paid to Financial Security as a condition to the
issuance of the Policy,
(v) no portion of such Premium represents an indirect payment of costs of issuance, including rating agency fees,
other than fees paid by Financial Security to maintain its ratings, which, together with all other overhead
expenses of Financial Security, are taken into account in the formulation of its rate structure, or for the provision
of additional services by us, nor the direct or indirect payment for a cost, risk or other element that is not
customarily borne by insurers of tax-exempt bonds (in transactions in which the guarantor has no involvement
other than as a guarantor),
(vi) Financial Security is not providing any services in connection with the Bonds other than providing the Policy,
and except for the Premium, Financial Security will not use any portion of the Bond proceeds,
(vii) except for payments under the Policy in the case of Nonpayment by the Issuer, there is no obligation to pay any
amount of principal or interest on the Bonds by Financial Security,
(viii) Financial Security does not expect that a claim will he made on the Policy,
(ix) the Issuer is not entitled to a refund of the premium for the Policy in the event a Bond is retired before the final
maturity date,and
(x) for Bonds which are secured by a debt service reserve, Financial Security would not have issued the Policy
unless the authorizing or security agreement for the Bonds provided for a debt service reserve account or fund
funded and maintained in an amount at least equal to, as of any particular date of computation, the reserve
requirement as set forth in such agreement.
Financial Security makes no representation as to the nature of the interest to be paid on the Bonds or the treatment of
the Policy under Section 1.148-4(t)of the Income Tax Regulations.
FINANCIAL SECURITY ASSURANCE INC.
.004/7"
By
Authorized Officer
Dated: January 17, 2008
fir FSA
A l)c{x-ia Company January 17,2008
Municipal Bond Insurance Policy No.209727-N
with Respect to
$22.835.000 in Aggregate Principal Amount of
City of Pearland,Texas
Permanent Improvement Bonds,Series 2008
Ladies and Gentlemen:
I am Associate General Counsel of Financial Security Assurance Inc., a New York stock insurance company
("Financial Security"). You have requested my opinion in such capacity as to the matters set forth below in
connection with the issuance by Financial Security of its above-referenced policy(the"Policy"). In that regard, and for
purposes of this opinion, I have examined such corporate records, documents and proceedings as I have deemed
necessary and appropriate.
Based upon the foregoing, I am of the opinion that:
1. Financial Security is a stock insurance company duly organized and validly existing under
the laws of the State of New York and authorized to transact financial guaranty insurance
business therein.
2. The Policy has been duly authorized,executed and delivered by Financial Security.
3. The Policy constitutes the valid and binding obligation of Financial Security, enforceable in
accordance with its terms, subject, as to the enforcement of remedies, to bankruptcy,
insolvency, reorganization, rehabilitation, moratorium and other similar laws affecting the
enforceability of creditors' rights generally applicable in the event of the bankruptcy or
insolvency of Financial Security and to the application of general principles of equity.
In addition, please be advised that I have reviewed the description of the Policy under the caption "BOND
INSURANCE — Bond Insurance Policy" in the official statement relating to the above-referenced Bonds dated
December 17, 2007 (the "Official Statement"). There has not come to my attention any information which would
cause me to believe that the description of the Policy referred to above, as of the date of the Official Statement or as
of the date of this opinion, contains any untrue statement of a material fact or omits to state a material fact necessary
to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Please be advised that I express no opinion with respect to any information contained in, referred to or omitted from
under the caption"BOND INSURANCE—Financial Security Assurance Inc."
I am a member of the Bar of the State of New York, and do not express any opinion as to any law other than
the laws of the State of New York.
Very truly yours,
Associate General Counsel
City of Pearland,
3519 Liberty Drive,
Pearland, Texas 77581.
Morgan Stanley&Co. Incorporated,
2000 Westchester Avenue,
Purchase, New York 10577.
Financial.Security Assurance
31 West sand Street•New York,New York iootg."tbt:mleftati teoo.:lax;siL6gR.3rp:�
New Yorh•t)all s•San Franc:iscv'London•Madrid•Paris•Singapore'Sydney-Tkyo
NOTICE OF CLAIM AND CERTIFICATE
Financial Security Assurance Inc.
31 West 52nd Street
New York, NY 10019
The undersigned, a duly authorized officer of [FULL NAME OF TRUSTEE or PAYING AGENT] (the
"Trustee/Paying Agent"), hereby certifies to Financial Security Assurance Inc. ("Financial Security"),with reference to
Municipal Bond Insurance Policy No. 209727-N dated January 17, 2008 (the "Policy") issued by Financial Security in
respect of the City of Pearland,Texas Permanent Improvement Bonds,Series 2008(the"Bonds"),that
(i) The Trustee/Paying Agent is the Trustee/Paying Agent under the document
authorizing the issuance of the Bonds(the"Indenture")for the Holders.
(ii) The sum of all amounts on deposit(or scheduled to be on deposit)in the[RELEVANT
ACCOUNTS]and available for distribution to the Holders pursuant to the Indenture will be$
(the "Shortfall") less than the aggregate amount of principal and interest Due for Payment on
_("Scheduled Payments").
(iii) The Trustee/Paying Agent is making a claim under the Policy for the Shortfall to be
applied to the payment of Scheduled Payments.
(iv) The Trustee/Paying Agent agrees that, following receipt of funds from Financial
Security, it shall (a) hold such amounts in trust and apply the same directly to the payment of
Scheduled Payments on the Bonds when due; (b) not apply such funds for any other purpose; (c)
not commingle such funds with other funds held by the Trustee/Paying Agent and (d) maintain an
accurate record of such payments with respect to each Bond and the corresponding claim on the
Policy and proceeds thereof, and, if the Bond is required to be[SURRENDERED/PRESENTED]for
such payment, shall stamp on each such Bond the legend $"[insert applicable amount] paid by
Financial Security and the balance hereof has been canceled and reissued" and then shall deliver
such Bond to Financial Security.
(v) The Trustee/Paying Agent, on behalf of the Holders, hereby assigns to Financial
Security the rights of the Holders with respect to the Bonds to the extent of any payments under the
Policy, including, without limitation, any amounts due to the Holders in respect of securities law
violations arising from the offer and sale of the Bonds. The foregoing assignment is in addition to,
and not in limitation of, rights of subrogation otherwise available to Financial Security in respect of
such payments. Payments to Financial Security in respect of the foregoing assignment shall in all
cases be subject to and subordinate to the rights of the Holders to receive all Scheduled Payments
in respect of the Bonds. The Trustee/Paying Agent shall take such action and deliver such
instruments as may be reasonably requested or required by Financial Security to effectuate the
purpose or provisions of this clause(v).
(vi) The Trustee/Paying Agent, on its behalf and on behalf of the Holders, hereby appoints
Financial Security as agent and attorney-in-fact for the Trustee/Paying Agent and each such Holder
in any legal proceeding with respect to the Bonds. The Trustee/Paying Agent hereby agrees that,
so long as Financial Security shall not be in default in its payment obligations under the Policy,
Financial Security may at any time during the continuation of any proceeding by or against the
Issuer under the United States Bankruptcy Code or any other applicable bankruptcy, insolvency,
receivership, rehabilitation or similar law (an "Insolvency Proceeding") direct all matters relating to
such Insolvency Proceeding, including without limitation, (A) all matters relating to any claim in
connection with an Insolvency Proceeding seeking the avoidance as a preferential transfer of any
payment made with respect to the Bonds(a "Preference Claim"), (B)the direction of any appeal of
any order relating to any Preference Claim at the expense of Financial Security but subject to
reimbursement as provided in the Indenture and (C) the posting of any surety, supersedeas or
performance bond pending any such appeal. In addition, the Trustee/Paying Agent hereby agrees
that Financial Security shall be subrogated to, and the Trustee/Paying Agent on its behalf and on
behalf of each Holder, hereby delegates and assigns, to the fullest extent permitted by law, the
rights of the Trustee/Paying Agent and each Holder in the conduct of any Insolvency Proceeding,
including, without limitation, all rights of any party to an adversary proceeding or action with respect
to any court order issued in connection with any such insolvency Proceeding.
(vii) Payment should be made by wire transfer directed to [SPECIFY INSURANCE
ACCOUNT].
Unless the context otherwise requires, capitalized terms used in this Notice of Claim and Certificate and not
defined herein shall have the meanings provided in the Policy.
IN WITNESS WHEREOF, the Trustee/Paying Agent has executed and delivered this Notice of Claim and
Certificate as of the ,day of
By
Title
For Financial Security or
Fiscal Agent Use Only
Wire transfer sent on By
Confirmation Number
-2-
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 Upon determination of the final debt service
Amount to be Paid: schedule, fax such schedule to Financial Security
Attention: Rebecca Seesef, 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 lnc.
Account No.: 8900297263
Policy No.: 209727-N
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