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Ord. 0332 07-26-76ORDINANCE AUTHORIZING ISSUANCE OF $ f-0,000 C OF PEARLAND, TEXAS, CERTIFICATES OF OBLIGATION, SERIES 1976; AND CONTAINING OTHER PROVISIONS RELATING TO THE SUBJECT THE STATE OF TEXAS § COUNTIES OF BRAZORIA AND HARRIS § CITY OF PEARLAND § WHEREAS, the City Council of the CITY OF PEARLAND, TEXAS (the "City"), authorized the publication of a notice of inten- tion to issue certificates of obligation to the effect that the City Council will meet in the City Hall of the City on July 12, 1976, to adopt a resolution authorizing the issuance of certificates of obligation, payable from City ad valorem taxes, for the purpose of evidencing the indebtedness of the City for all or any part of the cost of the purchase of land, rights -of -way for the roads, bridges and streets of the City, and the cost of professional services incurred in connection therewith; and WHEREAS, such notice was published at the times and in the manner required by the Constitutions and laws of the State of Texas and of the United States of America, respectively, particularly Article 2368a.1, Vernon's Texas Civil Statutes, as amended; THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF PEARLAND THAT: Section 1. The facts and recitations contained in the preamble of this ordinance are hereby found and declared to be true and correct. Section 2. The City's negotiable certificates of obliga- tion, to be designated CITY OF PEARLAND, TEXAS, CERTIFICATES OF OBLIGATION, SERIES 1976 (hereinafter called the "Certificates"), are hereby authorized to be issued and delivered in the prin- cipal amount of $240,000 for the purpose of evidencing the indebtedness of the City for all or any part of the cost of the purchase of land, rights -of -way for the roads, bridges and streets of the City, and the cost of professional services in- curred in connection therewith. Section 3. The Certificates shall be dated July 1, 1976, shall be numbered consecutively from 1 through 48, shall be in the denomination o`f $5,000 each and shall mature serially on 1�!( ,(� /il' of each of the years, and in the amounts, respectively, set forth in the following schedule: YEAR AMOUNT / b -- YEAR AMOUNT 197R / $ 3',e,eiro —6` 1 " 19 $ 197? °cc- 4 1'Iv 19_ 1950 i �0 - y - o - i p 19 9g-j v a-5 �oepe- 5 - if,7- 19_ 19 5�2/ 3o; mm� - L. ,j 1./1 ; 19 19K3/ tS,om5 - 5 - 7 7 4: �9_ 19 ✓ 30 �©o- 6- lv -719 191S Oai ors®- 4-"-- ' `�7 19 3 19 fic, zS, am 0i� `li 19 Section 4. The Certificates shall bear interest from their date tomaturity or redemption at the rate of /0 per annum, evidenced by interest coupons which shall appertain to the Certificates and which shall be payable on the dates in- dicated in the FORM OF CERTIFICATE set forth in this ordinance. Section 5. The Certificates, and the interest coupons ap- pertaining thereto, shall be payable, shall have the character- istics, and shall be signed and executed (and the Certificates shall be sealed), all as provided and in the manner indicated in the FORM OF CERTIFICATE set forth in this ordinance. -2- (r Section 6. The form of the Certificates, including the form of registration certificate of the Comptroller of Public Accounts of the State of Texas to be printed and endorsed on each of the Certificates, and the form of the aforesaid inter- est coupons which shall appertain and be attached initially to each of the Certificates, shall be, respectively, substan- tially as follows: FORM OF CERTIFICATE: NO. dt I C $5,000 ON v in the Counties of Brazoria and Harris, in the State of Texas, UNITED STATES OF AMERICA STATE OF TEXAS COUNTIES OF BRAZORIA AND HARRIS CITY OF PEARLAND, TEXAS CERTIFICATE OF OBLIGATION SERIE'S 197.6 , 19_, the CITY OF PEARLAND (the "City"), promises to pay to bearer the principal amount of FIVE THOUSAND DOLLARS and to pay interest thereon, from the date hereof, at the rate of ‘P,Y J % per annum, evidenced by interest coupons payable [ �/ /Gt2fir � g !} ! 4 19f, and s G{�Yh t�tr-&rt Y thereafter on each LJ (i while this Certificate is out- standing. The principal of this Certificate and the interest coupons appertaining hereto shall be payable to bearer, in lawful money of the United States of America, without exchange or collection charges to the bearer, upon presentation and surrender of this Certificate or proper interest coupon at the PEARLAND STATE BANK, Pearland, Texas, which shall be the paying agent for this series of Certificates. -3- THIS CERTIFICATE is one of a series of negotiable, coupon certificates, dated July 1, 1976, numbered consecutively from 1 through 48, in the denomination of $5,000 each, aggregating $240,000, issued in accordance with the Constitution and laws of the State of Texas, particularly Article 2368a.1, Vernon's Texas Civil Statutes, as amended, for the purpose of evidencing the indebtedness of the City for all or any part of the cost of the purchase of land, rights -of -way for the roads, bridges and streets of the City, and the cost of professional services incurred in connection therewith, and pursuant to an ordinance adopted by the City Council of the City on the 12th day of July, 1976. IT IS HEREBY certified, recited, and covenanted that this Certificate has been duly and validly authorized, issued, and delivered; that all acts, conditions, and things required or proper to be performed, exist, and be done precedent to or in the issuance and delivery of this Certificate, have been per- formed, existed, and been done in accordance with law; that this Certificate is a general obligation of the City, issued on the full faith and credit thereof; that annual ad valorem taxes sufficient to provide for the payment of the interest on and principal of this Certificate, as such interest comes due and such principal matures, have been levied and ordered to be levied against all taxable property in the City and have been pledged irrevocably for such payment within the limits prescribed by law; that this Certificate shall be a debt of the City within the meaning of Article XI, Sections 5 and 7 of the Constitution of Texas; and that, when delivered, this -4- Certificate shall be deemed and construed (i) to be a "Security" within the meaning of Chapter 8, Investment Securities, Uniform Commercial Code (Chapter 785, Acts of the 60th Legislature, Regular Session, 1967), and (ii) to be a general obligation of the City within the meaning of Chapter 784, Acts of the 61st Legislature of Texas, Regular Session, 1969. IN WITNESS WHEREOF, this Certificate of Obligation and the interest coupons appertaining hereto have been signed with the facsimile signature of the Mayor and countersigned with the facsimile signature -of the City Secretary of the City, respec- tively, and the official seal of the City has been duly impressed, or placed in facsimile, on this Certificate. COUNTERSIGNED: xxxxxxxxxx Mayor xxxxxxxxxx CITY OF PEARLAND, TEXAS City Secretary CITY OF PEARLAND, TEXAS (SEAL) FORM OF REGISTRATION CERTIFICATE: COMPTROLLER'S REGISTRATION CERTIFICATE§ REGISTER NO. I hereby certify that this Certificate of Obligation has been examined, certified as to validity, and approved by the Attorney General of the State of Texas, and that this Certifi- cate of Obligation has been registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal this xxxxxxxxxx (SEAL) Comptroller of Public Accounts of the State of Texas -5- NO. FORM OF INTEREST COUPON: ON tiLe4// , i the CITY OF PEARLAND, in the Counties of Brazoria and Harris, State of Texas, promises to pay to bearer the amount shown on this interest coupon, in lawful money of the United States of America, without exchange or collection charges to the bearer, upon presentation and surrender of this interest coupon, at the PEARLAND STATE BANK, Pearland, Texas, said amount being interest due that day on the Certificate of Obligation bearing the number hereinafter designated of that issue of CITY OF PEARLAND, TEXAS, CERTIFICATES OF OBLIGATION, SERIES 1976, dated July 1, 1976. Certificate No. xxxxxxxxxx xxxxxxxxxx City Secretary Mayor Section 6. A special fund or account, to be designated the "City of Pearland, Texas, Certificates of Obligation, Series 1976, Interest and Sinking Fund" (hereinafter called the "Interest and Sinking Fund"), is hereby created and shall be established and maintained by the City at an official de- pository bank of the City. The Interest and Sinking Fund shall be kept separate and apart from all other funds and ac- counts of the City and shall be used only for paying the in- terest on and principal of the Certificates. All ad valorem taxes levied and collected for and on account of the Certifi- cates shall be deposited, as collected, to the credit of the Interest and Sinking Fund. During each year while any of the Certificates or interest coupons appertaining thereto are out- standing and unpaid, the City Council of the City shall compute -6- and ascertain a rate and amount of ad valorem tax which will be sufficient to raise and produce the money required to pay the interest on the Certificates as such interest comes due and to provide and maintain a sinking fund adequate to pay the principal of the Certificates as such principal matures but never less than 2% of the original principal amount of the Certificates as a sinking fund each year; and said tax shall be based on the latest approved tax rolls of the City, with full allowance being made for tax delinquencies and the cost of tax collection. Said rate and amount of ad valorem tax are hereby levied, and are hereby ordered to be levied, against all taxable property in the City for each year while any of the Certificates or interest coupons appertaining thereto are outstanding and unpaid; and said tax shall be assessed and collected each such year and deposited to the credit of the Interest and Sinking Fund. Said ad valorem taxes sufficient to provide for the payment of the interest on and principal of the Certificates, as such interest comes due and such principal matures, are hereby pledged irrevocably for such payment within the limits presbribed by law. Section 7. Immediately following delivery of the Cer- tificates to the purchaser thereof, the accrued interest and premium, if any, shall be deposited in the Interest and Sinking Fund. Section 8. The City certifies that based upon all facts, estimates and circumstances now known or reasonably expected to be in existence on the date the Certificates are delivered and paid for, the City reasonably expects that the proceeds of the Certificates will not be used in a manner that would cause the Certificates or any portion of the Certificates to be an "arbitrage certificate" under Section 103(d)(2) of the Internal Revenue Code of 1954, as amended, and the temporary. and proposed regulations heretofore prescribed thereunder, including, without limitation, Sections 1.103-13 and 1.103-14 of the proposed regulations published in the Federal Register on May 3, 1973. Furthermore, all officers, employees and agents of the City are authorized and directed to provide ce tifications of facts, estimates and circumstances which are material to the reasonable expectations of the City as of the date the Certificates are delivered and paid for, and any such certifications may be relied upon by counsel, by the owners or holders of the Certificates, or by any person interested in the exemption of interest on the Certificates from Federal in- come taxation. Moreover, the City covenants that it shall make such use of the proceeds of the Certificates, regulate investments of proceeds of the Certificates, and take such other and further action as may be required so that the Cer- tificates shall not be arbitrage certificates" under Section 103(d) of the Internal Revenue. Code of 1954, as amended, and regulations prescribed from time to time thereunder. Section 9. The Mayor of the City is hereby authorized to have control of the Certificates and all necessary records and proceedings pertaining to the Certificates pend-ing their de- livery and their investigation, examination, and approval by the Attorney General of the State of Texas and their registration by the Comptroller of Public Accounts of the State of Texas. Upon registration of the Certificates, the Comptroller of Public Accounts (or a deputy designated in writing to act for -8- the Comptroller) shall manually sign the Comptroller Regis- tration Certificate prescribed herein to be printed and en- dorsed on each Certificate; and the seal of the Comptroller shall be impressed, or placed in facsimile, on each of the Certificates. Section 10. The Certificates are hereby sold and shall be delivered to UNDERWOOD, NEUHAUS & CO., INCORPORATED, Houston, Texas, for the par value thereof and accrued interest thereon to date of delivery, subject to the unqualified approving opinions, as to the legality of the Certificates, of the Attorney General of the State of Texas and of Vinson, Elkins, Searls, Connally & Smith, Houston, Texas, market attorneys. Section 11. The approving opinion of Vinson, Elkins, Searls, Connally & Smith, Houston, Texas, may be printed on the back of each of the Certificates, but errors or omissions in such opinion shall have no effect on the validity of the Certificates. Section 12. The Mayor and all other appropriate officers of the City are hereby authorized and directed to do any and all things necessary or convenient to carry out the provisions of this ordinance. Section 13. This ordinance shall take effect immediately upon its passage on second reading. Section 14. It is hereby officially found and determined that the need of the City for such financing creates an emer- gency and an urgent public necessity for the holding, at the scheduled time, of the meeting of the City Council at which -9- this ordinance is adopted and for the adoption of this ordi- nance; and the NOTICE OF MEETING relating to said meeting and heretofore posted by the City Secretary, and the posting thereof, is hereby authorized, approved, adopted, ratified, and confirmed. PASSED AND APPROVED this l2th day of July, 1976. ATTEST: /s/ Caritor nee no Mayor /s/ Dorothy L. Cook CITY OF PEARLAND, TEXAS City Secretary CITY OF PEARLAND, TEXAS (SEAL) -10