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R2009-086 - 2009-05-18RESOLUTION NO. R2009-86 RESOLUTION OF THE CITY OF PEARLAND, TEXAS, APPROVING THE ISSUANCE OF DEVELOPMENT AUTHORITY OF PEARLAND TAX INCREMENT CONTRACT REVENUE BONDS, SERIES 2009; APPROVING A BOND RESOLUTION, INDENTURE OF TRUST, PURCHASE CONTRACT AND OTHER DOCUMENTS RELATING TO THE BONDS; MAKING CERTAIN FINDINGS AND CONTAINING OTHER PROVISIONS RELATED THERETO STATE OF TEXAS COUNTIES OF BRAZORIA AND HARRIS CITY OF PEARLAND WHEREAS, by City Ordinance No. 891, the City of Pearland, Texas (the "City") created Reinvestment Zone Number Two, City of Pearland, Texas (the "Zone") pursuant to Chapter 311, Texas Tax Code (the "TIRZ Act"); and WHEREAS, by Resolution No. 2004-107 adopted by the City Council of the City on June 28, 2004, the City authorized the creation of the Development Authority of Pearland (the "Authority") as a local government corporation pursuant to Subchapter D of Chapter 431, Texas Transportation Code (the "LGC Act"), to aid, assist and act on behalf of the City in the performance of the City's governmental and proprietary functions with respect to the common good and general welfare of the Zone; and WHEREAS, by City Ordinance No. R2004-170, the City authorized an agreement with the Zone and the Authority (the "Tri -Party Agreement"), as amended pursuant to City Ordinance No. R2007-143, which sets forth, among other things, the duties and responsibilities of the Authority, the City and the Zone as they relate to reimbursements for Project Costs (as defined in the Indenture) in the Zone, and pursuant to which the City and the Zone have agreed to pay the Authority on an annual basis certain of the Tax Increments (as defined in the Indenture) then available in the Tax Increment Fund (as defined in the Indenture); and WHEREAS, the Tri -Party Agreement authorizes the Authority to issue bonds secured by payments made to the Authority under the Tri -Party Agreement and further authorizes the Authority to issue such bonds for the purpose of making developer reimbursements for Project Costs only with the approval of the City; and WHEREAS, the Authority has previously issued its Tax Increment Contract Revenue Bonds, Series 2004 in the aggregate principal amount of $13,995,000, its Tax Increment Contract Revenue Bonds, Series 2005 in the aggregate principal amount of $9,775,000, its Tax Increment Contract Revenue Bonds, Series 2006 in the aggregate principal amount of S9,970,000 and its S15,950,000 Tax Increment Contract Revenue Bonds, Series 2007; and WHEREAS, the Authority now desires to issue its Tax Increment Contract Revenue Bonds, Series 2009 in the aggregate principal amount of $7,905,000 (the "Bonds") pursuant to a resolution authorizing the issuance of the Bonds (the "Bond Resolution") adopted by the HOU:2923737.2 Authority on May 18, 2009, and the Authority desires to use the proceeds from the sale of such Bonds for the purposes of (1) paying Project Costs (which includes amounts owed to developers under certain development agreements and the acquisition and the construction of certain public works and public improvements within the Zone), (2) funding the Reserve Requirement, and (3) paying costs of issuance, all under and pursuant to the authority of the Act and all other applicable law; and WHEREAS, in order to further secure the Bonds, the Authority has determined to enter into an Indenture of Trust, as supplemented (the "Indenture"), with Wells Fargo Bank, National Association (the "Trustee") for the purpose of assigning and pledging to the Trustee the Contract Tax Increments (as defined in the Indenture), for the purpose of establishing the Pledged Revenue Fund, the Project Fund, the Debt Service Fund, and the Debt Service Reserve Fund pursuant hereto and thereby providing the Pledged Revenues (as defined in the Indenture) to be held by the Trustee to secure the payment of principal of and interest on the Bonds and any Additional Parity Bonds from time to time issued under the Indenture and the Bond Resolutions; and WHEREAS none of the proceeds of the Bonds shall be used for the purpose of paying or otherwise providing for educational facilities, and WHEREAS the City Council desires to approve the issuance of the Authority's Tax Increment Contract Revenue Bonds, Series 2009; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS THAT: Section 1. Preamble. The facts and recitations set out in the preamble of this Resolution are found to be true and correct and are hereby adopted and made a part hereof for all purposes. Section 2. Approval of Bonds; Authorization of Agreements; Approval of Reimbursements. City Council hereby approves the issuance of the Bonds by the Authority and all reasonable agreements necessary in connection with the issuance of the Bonds, including without limitation the following: the Indenture (attached hereto as Exhibit A); the Purchase Contract by and between the Authority and First Southwest Company, as the Underwriter (attached hereto as Exhibit B), the Preliminary Official Statement for the Bonds dated May 7, 2009 (attached hereto as Exhibit C); and any and all other documents and agreements reasonable and necessary for the Authority to issue the Bonds (collectively, the "Agreements"). City Council hereby reconfirms its prior approvals of certain developer reimbursements to pay Project Costs and acknowledges that a portion of the proceeds from the sale of the Bonds will be used to make such reimbursements. Section 3. Approval of Bond Resolution. City Council hereby approves the Authority's Bond Resolution authorizing the issuance of the Authority's $7,905,000 Development Authority of Pearland Tax Increment Contract Revenue Bonds, Series 2009, a copy of which is attached hereto as Exhibit "D." HOU:2923737.2 Section 4. Authorization of Other Matters Relating Thereto. The Mayor, City Secretary and other officers and agents of the City are hereby authorized and directed to do any and all things necessary or desirable to carry out the provisions of this Resolution. Section 5. Effective Date. This Resolution shall take effect immediately upon passage. Section 6. Public Meetinu. It is officially found, determined and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place and subject matter of the public business to be considered at such meeting, including this Resolution, was given all as required by the Texas Government Code, Chapter 551, as amended. PASSED AND APPROVED this 18th day of May, 2009. ATTEST: HOU:2923737.2 Mayor City of Pearland 3 EXHIBIT A Indenture of Trust See Transcript Tab A-1 237 2 EXHIBIT B Bond Purchase Agreement See Transcript Tab B-1 HOU:2923737..2