Ord. 1373 2009-02-23CERTIFICATE 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:
I The City Council of the City convened in a regular meeting on February 23, 2009,
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 Councilmember
Woodrow Owens Councilmember
Helen Beckman Councilmember
Felicia Kyle Councilmember
Kevin Cole Councilmember
and all of such persons were present except F. Kk thus constituting a quorum.
Whereupon, among other business, the following was transacted at said meeting: a written
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF PEARLAND,
TEXAS CERTIFICATES OF OBLIGATION, SERIES 2009; PRESCRIBING
THE TERMS AND FORM THEREOF; PROVIDING FOR THE PAYMENT OF
THE PRINCIPAL THEREOF AND INTEREST THEREON; AWARDING THE
SALE THEREOF; AUTHORIZING THE PREPARATION AND
DISTRIBUTION OF AN OFFICIAL STATEMENT TO BE USED IN
CONNECTION WITH THE SALE OF THE CERTIFICATES, MAKING
OTHER PROVISIONS REGARDING SUCH CERTIFICATES, INCLUDING
USE OF THE PROCEEDS THEREOF, AND MATTERS INCIDENT
THERETO; AND DECLARING AN EMERGENCY
(the "Ordinance was duty introduced for the consideration of the City Council and read in full.
It was then duly moved and seconded that the Ordinance be adopted on first reading; and, after
due discussion, such motion, carrying with it the adoption of the Ordinance, prevailed and
carried by the following vote:
AYES: 14 NAYS: o ABSTENTIONS:
2. That a true, full and correct copy of the Ordinance adopted at the meeting
described in the above and foregoing paragraph is attached to and follows this certificate; that the
Ordinance has been duly recorded in the City Council's minutes of such meeting; that the above
and foregoing paragraph is a true, full and correct excerpt from the City Council's minutes of
such meeting pertaining to the adoption of the Ordinance; that the persons named in the above
and foregoing paragraph are the duly chosen, qualified and acting officers and members of the
City Council as indicated therein; that each of the officers and members of the City Council was
1101 j:2900610 5
SIGNED AND SEALED this February 23, 2009.
.d-y' j pff',"'J'
TE S
AND,
(SEAL)
Mayor
CITY OF PEARLAND, TEXAS
I ]O[J:2902717.1
ORDINANCE NO.
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF PEARLAND, TEXAS
CERTIFICATES OF OBLIGATION, SERIES 2009; PRESCRIBING THE TERMS AND
FORM THEREOF; PROVIDING FOR THE PAYMENT OF THE PRINCIPAL THEREOF
AND INTEREST THEREON; AWARDING THE SALE THEREOF; AUTHORIZING THE
PREPARATION AND DISTRIBUTION OF AN OFFICIAL STATEMENT TO BE USED IN
CONNECTION WITH THE SALE OF THE CERTIFICATES; MAKING OTHER
PROVISIONS REGARDING SUCH CERTIFICATES, INCLUDING USE OF THE
PROCEEDS THEREOF, AND MATTERS INCIDENT THERETO; AND DECLARING AN
EMERGENCY
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF PEARLAND,
TEXAS:
ARTICLE I
FINDINGS AND DETERMINATIONS
Section 1.1: Findim4s and Determinations. The City Council hereby officially finds
and determines that:
(a) The City of Pearland, Texas (the "City"), acting through its City Council, is
authorized pursuant to and in accordance with the provisions of Texas Local Government Code,
Chapter 271, Subchapter C, as amended (the "Act"), to issue certificates of obligation to provide
all or part of the funds to pay contractual obligations to be incurred for the construction of public
works and the purchase of materials, supplies, equipment, machinery, buildings, land and rights-
of-way for authorized needs and purposes and for the payment of contractual obligations for
professional services, to wit: (i) improvements, including storm drainage and detention facilities,
to Cullen Parkway from Farm -to- Market Road 518 to McHard Road, (11) the construction of
State Highway 288 frontage roads, including storm drainage and detention facilities, from Farm-
to-Market Road 2234 to Farm-to-Market Road 518, and (iii) professional services rendered in
connection with the above listed projects-.
(b) The City Council authorized the publication of a notice of intention to issue
Certificates of Obligation, Series 2009 (the "Certificates") to the effect that the City Council was
tentatively scheduled to meet at 6:00 p.m. on February 23, 2009 at its regular meeting place to
adopt an ordinance authorizing the issuance of the Certificates to be payable from (1) an ad
valorem tax levied, within the limits prescribed by law, on the taxable property located within
the City, and (d) the revenues to be derived from the City's water and sewer system (the
"System") after the payment of all operation and maintenance expenses thereof (the "Net
Revenues") in an amount not to exceed $10,000, to the extent that ad valorem taxes are ever
insufficient or unavailable for such purposes, provided that the pledge of Net Revenues is and
shall be Junior and subordinate in all respects to the pledge of Net Revenues to the payment of
any obligation of the City, whether authorized heretofore or hereafter, which the City designates
as having a pledge senior to the pledge of the Net Revenues to the payment of the Certificates.
HOI1290061M
(c) Such notice was published a1 the times and in the manner required by the Act.
(d) No pet signed bya1 least five percent (5%)o[ the qua voters o{ the Cdv
has been Ukx1 with or presented to any official of the City pnotomdog, the issuance n[oucb
Certificates on or before February 23, 2009, or the date of passage of this Ordinance.
(o) The City has dcteruiucd that it is in the best interests of the City and that it is
otherwise dcaicuh|e to issue the Certificates to provide all or part of the funds to pay cootzuck/u
ob!i�u ione to he incurred for the purposes auihobzedhy the &cL
ARTICLE 11
DEFINITIONS AND INTERPRETATIONS
As used here the following tcroza shall have the meanings
apcci�cd, unless the context clearly indicates otherwise:
^Ac(" shall mean Texas Local Government Code Chapter 37l, Subchapter C,as
amended.
"Attorney General" shall mean the Attomey General of the State of Texas.
^`Cedi6ca1c" or ^^(_odifinu1ox" shall ruoun any or all of the City ofPcurlund, Texas
Certificates of Obligation, Series 2009, authorized by this Ordinance.
`^Ci\y" shall mean the City o[Bearlund Texas and where appropr its City Council.
"City Council" shall mean the govcrning body of the City.
^^0de` shall mean the Internal Revenue Code ofl986 as amen
^'CooupUnUo,` sha mean the Comptroller o[ Public Accounts ofthe State ofTexas.
"Debt Service Fund" sha mean the Certificates ofObligat Soium2O0YDebt Service
Fund established hy the City and described in section 52o[ this Ordinance.
`DTC` sliall mean The Depository Trust Company Now York Now York many
successor secur depository.
^^[)T[ Parti shall rucun brokers and dealers banks, trust companies, c learing
corporations and certain other organizations on whose behalf [/TC was created tn hold securities
to facilitate the clearance and settlement nf securities transactions umongI)TC Partici
"Fiscal Year" shall mean the C thcodcoenutnd fiscal yeur, which currently is the
twelve-month period beg on the first dm of October of calendar year and ending on the
last day of September of the next succeedi calendar year and each such pcdod may be
designated with the number of the calendar year in which such period ends.
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"Interest Payment Date." when used In connection with any Certificate, shall mean
March 1, 2010, and each September I and March I thereafter until maturity or earlier redemption
ot'such Certificate.
MSRB means the Municipal Securities Rulemaking Board.
NRMSIR" means each person whom the SEC or its staff has determined to be a
nationally recognized municipal securities information repository within the meaning of the Rule
fi time to time.
"Ordinance" shall mean this Ordinance and all amendments hereof and supplements
hereto.
"Outstanding", when used with reference to the Certificates, shall mean, as of a particular
date, all Certificates theretofore and thereupon delivered pursuant to this Ordinance except: (a)
any Certificates canceled by or on behalf of the City at or before such date; (b) any Certificates
defeased pursuant to the defeasance provisions of this Ordinance or otherwise defeased as
permitted by applicable law; and (c) any Certificates in lieu of or in substitution for which a
replacement Certificate shall have been delivered pursuant to this Ordinance.
"Paying Agent/Registrar" shall mean Wells Fargo Bank, N.A., Houston, Texas, and its
successors in that capacity.
"Paying Agent/Registrar Agreement" shall mean the agreement between the City and the
Paying Agent/Registrar as described more particularly in Section 6.1 hereof.
"Purchaser" shall mean the entity or entities specified in Section 7.1 hereof.
"Record Date" shall mean the close of business on the 15 day of the calendar month
immediately preceding the applicable Interest Payment Date.
"Re,nster shall mean the registration ,istration books for the Certificates kept by the Paying
Agent/Registrar in which are maintained the names and addresses of, and the principal amounts
registered to, each Registered Owner of Certificates.
"Registered Owner" shall mean the person or entity in whose name any Certificate is
registered in the Register.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
"SID" means any person designated by the State of Texas or an authorized department,
officer, or agency thereof as, and determined by the SEC or its staff to be, a state information
depository within the meaning of the Rule from time to time.
The term "Underwriters" shall mean the underwriting syndicate comprised of Wells
Fargo Brokerage Services, LLC and First Southwest Company.
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Section All kxmo defined herein and all pronouns used in this
Ordinance shall be deemed <o apply equally io singular and Plural and to all genders. The titles
and headings ofthe articles and sections of this Ordinance have been inserted for convenience of
reference only and are not to be considered upart hereof and shall not in any way modify m
restrict anyo[\bc kerns or provisions hereof. This Ordinance and all the iccoza and provisions
hereof shall be bbo,uUy construed to cOeckmie the Purposes nd kx1h herein and to sustain the
validity of the Certificates and the validity of the levy of ad valorem taxes to pay the principal of
and interest on the Certificates.
ARTICLE III
TERMS OF THE CERTIFICATES
The Certificates shall hc issued io
Section 3. 1: Amount, Purpose and Authorization. fully reg foonzvvbhouicoupony,uodorundpurauuoitothc authority of the Act Ln the total
authorized x1 principal t f EIGHT MILLION FIVE HUNDRED TWENTY aggregate uu�nuu o
THOUSAND AND N[u100 DOl.l.Af{S ($O,5Z0,00O) for the purpose of providing all orpmd of
the und obligations b incurred D/ �h described b
u n pay /oos n c /nc r c purposes cscn /o yuru�rup
l.|(u) hereof.
Des The Certificates shall be
designated as the "City o[Poor|uud, Texas Certificates of Obligation, Scdca 20O9," and sboJ} be
dated 8Jurcb i 2009. The CcrtiOCu1ce obuU bear interest at the rates aci forth in Section 3.3
below, from the later of March 2009 or the most recent Interest Payment Date to which
interest has been paid or duly provided for, calculated on the basis of 360-duy year of twelve
30-duy 0000{bs, puvu6|o on March 2010, and each September l and March l ihcrcultcr until
maturity orearlier redemption.
If interest on any Certificate is not paid on any Interest payo/cot Date and continues
unpuid for thirty (]0) days |hcrnuUcc, {bc Pay Agent/Registrar shall establish u now record
Ju10 for the payment of such interest, to be kuovvu as u Special Record Date. The Paying
}\gnnt/{lcgioirurshu|| establish aSpecial Record Date when funds to make such interest payment
are received from oron behalf of the City. Such Special Record Date shall hs fifteen (15)days
prior to the Juiu fixed for payment of such past due interest, and notice of the date ofpayment
and the Special Record Date shall he sent by United States mail, first class, postage prepaid, not
later than Five (5) days prior to the Special Record I}o1c, to each affected Registered Owner as of
the close n[ business no the day prior to mailing o[ such notice.
Denominat Section 3.3: Numbers, Matur The Certificates
yhu|| be initially issued bearing the numbers, in the pri amounts and bearing interest at the
rates set forth in the following schedule, and may be transferred and exchanged as set Out inthis
Ord The Certificates sha mature on September I in each n[ the years and in the amount
set out in such schedule. Certificates delivered in transfer of or in exchange for other Certificates
abu|| be numbered in order of their authentication bythe Pay
o�gcu�Qcgistrur shall he in the
denomination o[$5,00Oorintegral multiples thereof and shall mature oothe same date and bear
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interest at the same rate as the Cert ificate or Certificates in lieu of which they are delivered.
Certificate
Year of
Principal
Interest
Number
Maturity
Amount
Rate
R -1
2011
$200,000
2.250%
R -2
2012
225,000
2.250
R -3
2013
260,000
2.250
R -4
2014
230,000
2.500
R -5
2015
235,000
3.000
R -6
2016
240,000
3.000
R -7
2017
245,000
3.500
R -8
2018
255,000
3.750
R -9
2019
320,000
4.000
R -10
2020
325,000
4.000
R-11
2021
340,000
4.000
R -12
2022
350,000
4.100
R -13
2023
365,000
4.250
R -14
2024
385,000
4.400
R -15
2025
400,000
4.500
R -16
2026
420,000
4.625
R -17
2027
440,000
4.750
R -18
2028
465,000
5.000
R -19
2029
485,000
4.750
R -20
2030
415,000
5.000
R -21
2031
410,000
5.000
R -22
2032
475,000
5.000
R -23
2033
505,000
5.000
R -24
2034
530,000
5.000
Section 3.4: Redemption Prior to Maturity (a) Optional Redemption. The Certificates
maturing on and after September 1, 2020 are subject to redemption prior to maturity, at the
option of the City, in whole or in part, on September 1, 2019, or any date thereafter, at par plus
accrued interest to the date fixed for redemption.
(b) Certificates may be redeemed in part only in integral multiples of $5,000. If a
Certificate subject to redemption is in a denomination larger than $5,000, a portion of such
Certificate may be redeemed, but only in integral multiples of $5,000. In selecting portions of
Certificates for redemption, each Certificate shall be treated as representing that number of
Certificates of $5,000 denomination which is obtained by dividing the principal amount of such
Certificate by $5,000. Upon presentation and surrender of any Certificate for redemption in part,
the Paying AgentlRegistrar, in accordance with the provisions of this Ordinance, shall
authenticate and deliver in exchange therefor a Certificate or Certificates of like maturity and
interest rate in an aggregate principal amount equal to the unredeemed portion of the Certificate
so surrendered.
(c) Notice of any redemption, identifying the Certificates or portions thereof to be
redeemed, shall be sent by United States mail, first class, postage prepaid, to the Registered
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()n/ncrathcruo[d then addresses oo shown on the Qcvy(c[ not less than thirty (3O) days before
the date fixed 6nrsuch redemption. By the date fixed [brredcmption. due provision shall be
made with the Paving A-ent/Registrar for the payment of the redemption price of the Certificates
called for redemption. If such notice of redemption is given, and if due provision for uucb
payment is ruudo all as provided above, the Certificates which are to be ao redeemed thereby
uuiornu1icu)\y shall be redeemed prior to their scheduled maturities, they shall not bear interest
after the date fixed for redemption, and they uhu|| not heregarded us being Outstanding except
for the purpose o[bcin� paid vvi\bthe funds so provided for such pu}o�oot.
Section 3.5: Manner of Payment, Characteristics, Execut Authent The
Paying Agent/Registrar is hereby appointed the paying agent for the Cotificu1oa. The
(-cdifica1cs shall be payable, shall have the characteristics and obu|l be executed, ucu|cd,
registered and authenticated, all as provided and in the nxuonur indicated in the FORM OF
CERTIFICATES act forth in Article l\/ of this Ordinance. If any officer of the City vvboso
cnunou\ or bzcxicni|u signature sbx\| appear no the Certificates obyD cease to he such o[Oucc
bc[hrc the auibcodcn8ioo of the (_cdi6cu1eo or ho{brc the delivery of the Certificates, such
manual r cs/
Ds cn/c signature o1urcubu||novedbclonsbcva\iduudxufDcicn16bruUpurpomcsuoifnucb
officer had remained in such office.
The approving legal opinion of Andrews Kurth 1~LP, Houston, Texas, Bond Counsel,
may be printed on the back of the Certificates over the certification of the City Secretary, which
may ho executed iofacsimile. [l]SlP numbers also may hc printed ou the Certificates, but errors
or omissions in the printing of either the opinion or the nuznhcrn shall have no effect on the
validity o[ the Certificates.
Section 3.6: Authent Except for the Certificates to be initially issued, vvhiob
need not be authenticated by the Reg only such Certificates as abo| bear thereon a
ccdificu1c ofuu\hcniication, substantially in the [oon provided in /\dic|c l\/ of this Ordinance,
manually executed by an authorized representative of the Pay Agent/Reg sha be
cnddcd 0o the benefits of this Ordinance or mbuD be valid or obligatory for any purpose. Such
duly executed ucdiUca1c of authentication oba\\ be conclusive evidence that the Certificate so
authenticated was delivered hy the Pay Agent/Registrar hereunder.
Section 3.7: Ownership. The City, the Paying Agent/Registrar and any other person
may treat the person iu whose name any Certificate im registered uo the absolute owner n[such
[cdificy1t for the purpose o[making and receiving payment of the principal thereof and interest
thereon and for all other purposes, whether ornot such Certificate is overdue, and neither the
City nor the Paying AgnoL/Regimtrarahu|lhoboundbyanyuodcco,knovvledgetoibououburY.
All payments nnodo to the person deemed to be the Registered Owner of any Certificate in
accordance with this Scodou mhuU be valid and effective and sbuU discharge the liability ufthe
City and the Pay /\gcnt/{cgintonuponoucbCotifiCo1rtntbecxtuntofdhcounospoid.
The Paying Agent/Registrar is
hereby appointed the reg for the Certificates. 8o long as any Cerdfiuu1c rco\oioo
Outstanding, the Paying /\gont/Elcgistrurshu|l keep the Register od its office in Houston, Texas in
which, subject to such reasonable regulations as it may prescribe, the Paving Agent/Registrar
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mx/ 2900 m5
shall provide for the registration and transfer of the Certificates in accordance with the terms of
this Ordinance.
Each Certificate shall be transferable only upon the presentation and surrender thereof at
the principal corporate trust office of the Paying Agent/Registrar, accompanied by an assignment
duly executed by the Registered Owner or his authorized representative in form satisfactory to
the Paying Agent/Registrar. Upon due presentation of any Certificate for transfer, the Paying
Agent /Registrar shall authenticate and deliver in exchange therefor, within seventy-two (72)
hours after such presentation, a new Certificate or Certificates, registered in the name of the
transferee or transferees, in authorized denominations and of the same maturity and aggregate
principal amount and bearing interest at the same rate as the Certificate or Certificates so
presented and surrendered.
All Certificates shall be exchangeable upon the presentation and surrender thereof at the
principal corporate trust office of the Paying Agent/Registrar for a Certificate or Certificates,
maturity and interest rate and in any authorized denomination, in an aggregate principal amount
equal to the unpaid principal amount of the Certificate or Certificates presented for exchange.
The Paying Agent/Registrar shall be and is hereby authorized to authenticate and deliver
exchange Certificates in accordance with the provisions of this Section. Each Certificate
delivered by the Paying Agent /Registrar in accordance with this Section shall be entitled to the
benefits and security of this Ordinance to the same extent as the Certificate or Certificates in lieu
of which such Certificate is delivered.
All Certificates issued in transfer or exchange shall be delivered to the Registered
Owners thereof at the principal corporate trust office of the Paying Agent/Registrar or sent by
ZI
United States mail, first class, postage prepaid.
The City or the Paying Agent/Registrar may require the Registered Owner of any
Certificate to pay a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with the transfer or exchange of such Certificate. Any fee or charge of
the Paying Agent/Registrar for such transfer or exchange shall be paid by the City.
The Paying Agent/Registrar shall not be required to transfer or exchange any Certificate
Y] 11�
called for redemption in whole or in part during the forty-five (45) day period immediately prior
to the date fixed for redemption; provided, however, that this restriction shall not apply to the
transfer or exchange by the Registered Owner of the unredeemed portion of a Certificate called
for redemption in part.
,Section 3.9: Book-Entry Only System. The definitive Certificates shall be initially
issued in the form of a separate single fully registered Certificate for each of the maturities
thereof. Upon initial issuance, the ownership of each such Certificate shall be registered in the
name of Cede Co., as nominee of DTC, and except as provided in Section 3.1 l7hereof, all of
the Outstanding Certificates shall be registered in the name of Cede Co., as nominee of DTC.
Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has
determined to substitute a new nominee in place of Cede Co., and subject to the provisions in
this Ordinance with respect to interest checks being mailed to the Owner at the close of business
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HOU 2906610.5
nnU\c|{cconJDate,dbexxord^Ccce&Cu.
D[C�
With respect to CcrbUoutos reg in the name of Cede Co, as nucuiuc: o[l}TC,
the City and the Pay Agent/Reg shall have no responsibility orobligation in any [)TC
Partic or to any person on behalf ofwhom such a [)Tc Partic holds an interest in the
Certificates. Without |innkiug the immediately preceding, sentence, the [ih/ and the Pay
Agent/Regi shall have no responsibility o,obligation with respect to (n) the accuracy o[the
records o[DTC, Cede Co. or any DTC Participant with respect to any ownership interest in
the Certificates, (b) the delivery to any [)TC Partic or any other person, other than a
CertiOcateho|dez as shown on the Register, of any notice with respect to the Certificates,
includi any uuhcc of redempti or (c) the payment to any DTC Part icipant or any other
person, other than u [cr�fica1cbn(dcr as shown in the Reg of any amount with respect to
�Certificates, f L ih�(�ot�u1
pn�/[�o ��mm,/ ���/���ou Certificates.
Except as provided in Section 3.10 of this Ordinance, the City and the Pay
Agent/Registrar shall be entitled to treat and consider the person in whose name each Certificate
is reg in the Register usthe absolute owner nfsuch Certificate for the purpose o[payment
of principal premium, if any, and interest on Certificates, for the purpose of giving notices of
redemption and other onui1ero with respect to such Ccdifico1o, for the purpose of registering
iroosGrr with respect to such Certificate, and for all other purposes whatsoever. The Pay
Agent/Registrar shall pay all principal of(�cd��cn1os, pronuiuru, ifauy, and intorss� on �bo
Certificates only to or upon the order of the respective owners, as obovvo 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 tn payment ofprincipal o[ p,cnziun7, if any, and interest oo the Certificates to the extent
of the sunnor sums oopaid. r4o person other than au owner shall receive u Certificate evidencing
the obligation [ih C�t �o k t d �t this Ordinance.
o o 'y make amounts due o /ouncc
i Not Notwithstanding any other
[th� Ordinance contrary, a l Certificates d th
provision of /s �n comr Y, u long aror��yat cr� /o the name
of Cede 6t Co., as uorui000 o[I)TC, all payments with respect to principal o[ premium, if any,
and interest on the Certificates, and all notices with respect to such Certificates shall bemade
and given, respectively, i' the manner provided in the representation letter of the City to DTC.
Secur
In the event that the City or the Pay Agent/Registrar dutenniucn that [>TC is
incapable of discharging its responsibilities described herein and in the representation letter of
the City toDl[C and that kisiu the best interest of the beneficial owners of the Certificates that
they be able to obtain ccdifioo1cd Certificates, the City n,the Pay Agent/Registrar shall (u)
appoint u successor securit depos qualified 10 act as such under Sect 17(u) of the
Securities and Exchange Act of 1934, as uozcudod, notify [>T[ of the appointment of such
successor securities depository and transfer one or more separate Certificates to such successor
scuurdcm depository or (b) notify [)TC of the availability through l)TC of Certificates and
transfer one or more ooparo1c CCdi6cu1co to Z)TC Participants having Certificates credited to
their DTC accounts. To such cvcuL the Certificates obuU no longer he restricted to being
registered in the Register in the uonnc of Cede &s Co., as norniuc. n[[)TC, but may be registered
8
in the nanioo[ the successor securities depository, or its nonnineo or in whatever name ornames
{\ziiGcakd'n|doro transferring or exchanging Cufi6cukes ahoU designate, io accordance with the
[|h provisions o Ordinance.
Section 3.12: Replacement Certificates. Upon the presentation and suncodcr to the
Paving Agoo1�Rc a(rur of don�uccd or rnu�i|u�cd [odi6cutc, \bc Paying /\�co�8�c /s�ur shall In
authenticate and deliver in exchange therefor u replacement Certificate of the same maturity,
interest ndc and principal amount, hcoroA u number not contemporaneously Outstanding. The
City or the Paying Agent/Registrar may require the Ret
gistered (]vvoer of such Certificate to pay
u sum au[8oicni to cover any tax or other governmental obucge that may be imposed in
connection therewith and any other expenses connected therewith, including the fees and
expenses of the Pu n�/\�cu�}{cgimi:urond|hcCi\y.
any Certificate is lost, apparently destroyed or wrongfully taken, the City, pursuant to
the applicable laws of the State of Texas and ordinances of the City, and in the absence of notice
or knowledge that such Certificate has been acquired byu bona fide purchaser, shall execute, and
the Paying AgcuL/Kcgistrurohul| authenticate and deliver, urep1occrocnt Certificate ofthe same
ruu1ud|y, ioic,cxt rate and principal unu000t, hcudng a number not contemporaneously
outstanding, provided that the Registered Owner thereof shall have:
(u) furnished iothe City and the Paying Agent/Registrar satisfactory evidence of the
ownership of and the circumstances of the loss, destruction or theft ofsuch Certificate;
(h) furnished such security or indemnity as may be required by the Paying
/\geu\/Flcgis|rurand the City to save and hold rhcru harmless;
(o) paid all expenses and charges in uonoerdno therewith, including, but not limited
to, printing costs, legal fees, fees of the Paying Agent/Registrar and any (uz or other
governmental charge that may be imposed; and
(d) nod any other rcoxnnub|c requirements of the City and the Paying
/\gcot8logioiror.
after the delivery of such replacement Certificate, u bona fide purchaser of the original
Ccr|iDcu\c in lieu of which such rcp|aoccncut [criiDcodo was issued presents for payment such
original Certificate, the City and the Paying Agent/Registrar shall be entitled to recover such
roP|uccnmoo1 Cedifioxic from the person to vvhono it was delivered or any person taking
ibercbnnn, czocpi abonu fide purchaser, and abu|| be cu|idcd to recover upon the security or
indemnity provided therefor to the extent o[ any loss, Jan`ugc cost nrexpense incurred bythe
City n,the Puyiug,Agent/Registrar inconncodouthrrewitb.
If any such rnuhlo1cd, lost, apparently destroyed or wrongfully taken Certificate has
become or is about to become due and payable, the City in its discretion may, instead of issuing a
rcp|uoeoanni Certificate, authorize the Paying Agent/Registrar to pay such Certificate.
Each replacement Certificate delivered in accordance with this Section shall be entitled to
the benefits and security ofthis Ordinance to the same extent uo the Certificate or Certificates io
lieu of which such replacement Certificate is delivered.
9
HOU 29006101
All Certificates paid or redeemed in accordance with this
()rdinunco, and all Certificates in |icu Of which exchange CccdOca1cs or replacement [crd6uo\ru
are authenticated aiid delivered Hi accordance herewith, shall be canceled and destroyed upon the
no4kingo[ proper records regarding such payment orredemption. The Pay Agent/Re /nin/
shall periodically furnish the City with certificates of destruction Of Such Certificates.
ARTICLE IV
FORM OF CERTIFICATES
The CotiGcu(us including the Ponn of Oc,x Reg Certificate, Form of
Paying Agent/Registrar Authentication CudiUoa1c and Fonn of Ass ahu|| be in
substantially the tbon set forth in Exhibit hereto, with such omissions, insertions and
var uy may be necessary or desi rable, and not prohibited hv this Ordinance
ARTICLE V
SECURITY FOR THE CERTIFICATES
Section 5.1: Pledge and Levy of Taxes and Revenues. (a)To provide for t payment
o[ principal o[uud interest oo the Certificates, there iy hereby levied, within the limits prescr
by \uvv, for the current year and each succeeding year thereafter, while the Certificates or any
part of the principal thereof and the interest thereon remain outstanding and unpaid, an m/
valorem tax upon all ioxub|o property within the City sufficient to pay the interest no the
Certificates and to create and provide asinking fund o[not less than 2%of the principal amount
of the Certificates or not |cua than the principal payable out of such tax, whichever is g7no1cc
with full ul|ovvuucobcio�rnudn for tax delinquencies and the costs oftax collection, and such
taxes, when on|lcotcd, shall be applied to the pu}oncnt of principal of and interest on the
Certificates by deposit to the Debt Service Fund and touo other purpose.
(b) T City hereby declares its purpose and intent to provi and levy a tax legally
sufficient k) pay the principal of and interest on the Certificates it been determined that
the existing and available tax of the City for such purpose io adequate to pen a
lega sufficient tax. As long as any Certificates rcmuju outstanding all moneys on deposit in,
or credited to, the Debt Service Fund shall hc secured hya pledge ofsecur ua provided kvlaw
for cities in the State of Texas.
(c) |o addition, pursuant to the authority o[ Chapter l50,Texas Government Code,
as amended, the City also hereby pledges the revenues to be derived from the City's water and
sewer system, after the payment of all operation and maintenance cxpcuans thereof (the "Net
Revenues"), in an amount not to exceed $10,000, to the payment of the principal of and interest
on the Certificates, provided that the pledge of Net Kcvonoca is and shall be junior and
subordinate in all respects to the pledge of Net Revenues to the payment of any obligation of the
City, whether authorized heretofore or hereafter, which the City designates as having aplcdgc
senior to the pledge of the Net Revenues to the payment of the Certificates. The City also
reserves the right to ioauc for any lap/[u) purpose at any dzuc, in one or more inuiuUoncntu,
bonds, certificates f obligation d other obligations kind, d boi� part oo a, co c o� n o 'un uo o cro \ous o any 'o secured /up/ or in y
10
u pledge o[Net Kcvonuco that may bo prior and Superior in debi k/, on u byvvidh,or |unior
and subordinate tn the pledge o[ Net Revenues Securing the Certificates.
Sect The Codi6ouics of Obligation, Series 2004 [)ch\
Service Fund (the `^Dcb< Service Fund") is hereby created as u special fund solely for the benefit
of the Certificates. The City shall establish and maintain such fund at an official City depository
and shall keep such fund separate and apart from all other funds and accounts o[ the C ity. Any
amount on deposit in the [)cht Service Fund aho| be onuiotuncd by the [ih/ in trust for the
Kcuiahercd Owners of the Certificates. Such amount, plus any other amounts deposited by the
ID
City into such fund and any and all iovcabncot earnings no amounts on deposit in such fund,
shall be used only to pay the principal of, premium, if any, and interest on the Certificates.
After the Certificates k>be initially issued have been
czocutcd,it shall bc the duty of the ��uyorbo deliver the (,cdiDoutcstobcinidu||y issued and all
pert records and proceedings to the Attorney General for examinat and approval. After
the CndiOco\os to be initially issued shall have been approved by the Attorney Genera they
shall bc delivered k/ the Comptroller for reg [/non reg wf the Certificates tobc
iodiuUv issued, the Comptroller (or u deputy |up/fb||v designated in writing to act for the
Comptro abu|| manually sign the Comptroller's registrat certificate prescr hcrcn to
be affixed or attached ho the Certificates tobc initially issued, and the seal of said Comptroller
Sect shall be impressed, or placed in facsimile, thereon.
ARTICLE VI
CONCERNING THE PAYING AGENT/REGISTRAR
WcOa Fargo Bunk, N.A., Houston, Texas, is hereby
appointed as the initial pnviog Agent/Reg for the Certificates pursuant 10 the tcoos and
provisions of the Paving Agent/Registrar Agreement by and between the City and the Pay
atrur The Agent/Reg Agreement abu|\ be substantially in the Dznn
attached hereto as Exhibit B, the icrn\o and provisions of which are hereby approved, and the
Mayor is hereby authorized {o execute and deliver such Pay Agent/Registrar Agreement oo
behalf o[the City in multiple counterparts and the City Secretary is hereby authorized k/ attest
thereto and uDlx the City's seal. Such initial Paying Agent/Reg and any successor Pa iog
Agent/Registrar, by undertaking the performance of the duties of the Paying Agent/Registrar
hereunder, and in consideration o[ the payment of any fees pursuant to the tcnmo 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.
Sect All money transferred to the Paying Agent/Registrar in its
capac as Pay A stror for the Certificates under this Ordinance (except any sums
representing Pay aino`u fees) shall bc 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.
Sect 8ubiect bo ibc provisboum nf Section d.4, u||
ozutnrcdCodiDou�s k>dho i Agent/Regi for payment sha hs paid without
the necessity of kn\hor instructions From the City' Such Certificates ahuU be canceled as
pro vided herein.
Funds held bythe
Paying /\�oo�Rc /a�ur that represent pr of and interest on the Certificates remaining
unclaimed by the Registered Owner thereof after the expiration of three years from the date such
funds have become due and payable (u) 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
urncudcd, to the extent such provisions are applicable to such D/udo, or (b) to the cxtcui such
provisions do not apply to the funds, such h/odu shall hc paid bythe Paying, Agcot/Elcgim1rartn
the City upon receipt hy the Puyin�/�geut/Flcgiohurn{uvvriUcorequest therefor Onnothe City.
The Paying Agent/Registrar shall have no liability to the Registered Owners of the
Certificates hy virtue o[actions taken in compliance with this Section.
Sect Pay Certificates The Paying
Agent/ Reg i strar in its individual or any other capacity, may become the owner or pledgee of
Certificates with the same rights k would have ifit were not the Paying i
Pay ,Section 6.6: Successor i The City covenants that ut all times
n/bi\c any Certificates are Outstand it will prov u kuzn|v qualified bunk, trust company,
financial institut or other o�cncy k) act as Paying mbar for the Certificates. The
City reserves the right to change the Agent/Regi for the Certificates on not less than
s (68) dnvy` wr notice to Uue Pa i ng Agent/Registrar, oo k�no as any such notice is
effect not |coo than 60 duvn prior to the next succeedi pr incipal or interest puycncu( date on
the Certificates. Promptly upon the appointment of any successor Payi strar the
previous Pay Agent/Registrar ahu|\ deliver the &c�snew roru copy thereof 0m the n� Payi
Agent/Registrar, and the new Pxvin� ab U ocnb� notify each Regi stered ()vvncr by
United States mail, first class, postage prepaid, of�ucb and of the address of the new
Pay Aucn1URo stno. Each Pay Agent/Reg hereunder by acting in that capacity,
shall be deemed k) have agreed |nthe prov of this Ordinance.
ARTICLE VII
PROVISIONS CONCERNING SALE AND
APPLICATION OF PROCEEDS OF CERTIFICATES
The sale ofthe Certificates iothe Underwr at u
Section 7. 1: Sale of Certificates. price of $8,406,344.05 (representing the principal amount of the Certificates, |cso an original
issue discount on the Certificates of $54,015.95 and \coa on underwr discount of
S59,040.00}, plus accrued interest on the Certificates to the date of delivery of the Certificates, is
hereby approved; and delivery of the Certificates to the Underwriter shall be made upon payment
therefor in accordance with the terms o[ the Bond Purchase Agreement presented to and hereby
approved hythe Board, in substantially the {hnu attached hereto as Bxbihb C, which price and
terms are hereby found and determined to be the most advantageous reasonably obtainable by the
City. The Mayor or the [by Secretary and other appropriate officials of the City are bmrchy
authorized and directed to execute such Bond Purchase Agreement on behalf of the City, and the
|2
nou 29006101
Mayor and the City Secretary and all other officials, agents and representatives o[ the City are
hereby authorized to do any and all things necessary or desirable io satisfy the conditions set out
therein and to provide for the issuance and delivery of the Certificates.
Section 7.2 Approval, Registration and Deliver The Mayor ix hereby authorized to
have control and custody of the Certificates and all necessary records and proceedings pertaining
\bcro{o pending their delivery, and the Mayor and other officers and employees o[the City are
hereby authorized and directed to make such certifications and to execute such instruments as
may bc necessary io accomplish the delivery o[ the Certificates and to uasurctbn investigation,
examination and approval thereof by the }\|tonmcy General and the registration of the initial
Certificates by the Comptroller. Upon registration of the Certificates, the Comptroller (or the
Corupinn||or`s certificates clerk or an assistant certificates clerk lawfully designated in vvhbog to
act for the Comptroller) oba|1 manually sign the Comptroller's Registration Ccdifirotco
prescribed herein tobc attached n/ affixed to each Certificates initially delivered and the seal of
the Comptroller shall be inoprcxacd or printed or lithographed thereon.
Ratings Section 7.3: Offering Documents: The City hereby approves the form and
cno(cnto of the Preliminary Official Siu1onoont and the final [)fficiu! Sio1ernout, dated as of the
date hereof, relating {o the Certificates, and any addenda, supplement or amendment thereto, and
ro1iUma and upynovua the distribution of such Preliminary ()fficio} Statement and Ufficiu|
Statement in the offer and sale of the Certificates and in the reoffering of the Certificates by the
Underwriters, with such chun�ox therein ormddidoos thereto ua�b� oD7ciu|u uxccu|in�sarnonzuy
deem odvionh|c, such dctooniuu1iou to he conclusively evidenced by their Czccudoo thereof.
The Mayor is bcn:hy authorized and directed to execute, and the City Secretary is hereby
authorized and directed to ut(eaL the final Official Statement. It is further hereby officially
found, dctooniocd and dco|orcd that the mtu1enonuts and representations contained in the
Preliminary ()[Ooia| Staicnncn1 and final Official Sto1czncot are true and correct in all cuo1ehol
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 du1crncut of the City with respect to the
Certificates that was deemed ^^fiva|" byuo authorized official of the City except for the omission
nfno more than the infbono1ionpernittcdby subsection (h)(l)ofRule 15c2'12 of the Securities
and Exchange Commission. Copies of the Preliminary Official Statement and the (}[bciul
Statement are attached hereto ms Exhibits and B,respectively.
Further, the City Council kcrc6y ratifies, authorizes and approves the actions of the
Mayor, the City's fivaooiu| advisor and other consultants in seeking, a rating onthe Certificates
from Fitch Ratings and Standard Poor's Ratings Services and such actions are hereby ratified
and confirmed.
Applicat Proceeds from the sale of the
Certificates shall, promptly upon receipt by the City, be applied as follows:
Accrued interest shall he deposited into the Debt Service Fund created in Section
5.2o[this Ordi nance;
(2) port of the proceeds shall be applied ho pay expenses aris in connection
with the issuance of the Certificates;
13
uoo�zvno /k5
(3} The remaining proceeds shall be applied, together with other funds of the City, to
provide funds to pay contractual obligations to be incurred for the purposes set forth in Section
3.1 of this Ordinance.
Section 7.5: Tax Exemption. The City intends that the interest on the Certificates
shall be excludable from gross income of the owners thereof for federal income tax purposes
pursuant to Sections 103 and 141 through 150 of the Internal Revenue Code of 1986, as amended
(the "Code and all applicable temporary, proposed and final regulations (the "Regulations
and procedures promulgated thereunder and applicable to the Certificates. For this purpose, the
City covenants that it will monitor and control the receipt, investment, expenditure and use of all
gross proceeds of the Certificates (including all property the acquisition, construction or
improvement of which is to be financed directly or indirectly with the proceeds of the
Certificates) and take or omit to take such other and further actions as may be required by
Sections 103 and 141 through 150 of the Code and the Regulations to cause interest on the
Certificates to be and remain excludable from the gross income, as defined in Section 61 of the
Code, of the owners of the Certificates for federal income tax purposes. Without limiting the
generality of the foregoing, the City shall comply with each of the following covenants:
(a) The City will use all of the proceeds of the Certificates to (i) improvements,
including storm drainage and detention facilities, to Cullen Parkway from Farm -to-
Market Road 518 to McHard Road, which will be owned and operated by the City,
(ii) the construction of State Highway 288 frontage roads, including storm
drainage and detention facilities, from Farm -to- Market Road 2234 to Farm -to-
Market Road 518, which will be owned and operated by the City, and (iii) to pay
the costs of issuing the Certificates. The City will not use any portion of the
proceeds of the Certificates to pay the principal of or interest or redemption
premium on, any other obligation of the City or a related person.
(b) The City will not directly or indirectly take any action, or omit to take any action,
which action or omission would cause the Certificates to constitute "private
activity Bonds" within the meaning of Section 141(a) of the Code.
(c) Principal of and interest on the Certificates will be paid from ad valorem taxation
and a subordinate pledge of certain revenues of the water and sewer system
collected by the City, investment earnings on such collections, and as available,
proceeds of the Certificates.
(d) Based upon all facts and estimates now known or reasonably expected to be in
existence on the date the Certificates are delivered, the City reasonably expects
that the proceeds of the Certificates will not be used in a manner that would cause
the Certificates or any portion thereof to be an "arbitrage Bond" within the
meaning of Section 148 of the Code.
(e) At all times while the Certificates are outstanding, the City will identify and
properly account for all amounts constituting gross proceeds of the Certificates in
accordance with the Regulations. The City will monitor the yield on the
investments of the proceeds of the Certificates and, to the extent required by the
14
1 IoU:29006Ma
L\ae and the Rc-u\a1ions, will rcghc| the y on uuoh iovca<rnonte to u yield
vvhkzb in not nsateraUy higher than the y on the Certificates. To the extent
necessary 10 prevent the CortiUcxtos from constituting arbitrage Bonds," the City
vU| n)�kc such payments as are necessary to cause the y on all yield restricted
nonpuq`onc investments allocable 10 the Certificates u>bc less than the yield that is
materially higher than the yield on the Certificates.
(0 The City will not take any action nr knowingly omit to take any action that, if
taken or omitted, vvnu|d cause the Certificates to be treated as '^tedcru\y
uuron|uu1'`ob|iAuioua{brpurpomcao[Scciinni49(b) ofdhe(-ode.
(g) The City represents that not more than fifty percent (50%)o[the proceeds of the
Certificates will be invested in uoopurposc investments /as defined in
Section |48(D(h)(/\)o[ the Code) having u substantially guaranteed yield for four
years or more within the meaning ofSection 149(u)(3)(A)(11) of the Code, and the
City reasonably expects that at least eighty-five percent (85Y6) of the spendable
proceeds of the Certificates will be used to carry out the governmental purpose of
the Certificates within the three-year period beginning on the date of issue of the
Certificates.
(b) T City will ta all necessary steps to comply with t requ that certain
amounts cunncd by the City on the investment of the gross proceeds of the
Certificates, if any, hc rebated h the federal government. Specifically the City
will (1) maintain records rcuurdiog the nccoini, iuvcatroeo1, and expend of the
gross proceeds of t Certificates as may be required to calculate such excess
arbitrage profits separately from records of amounts oudeposit 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 }cus1 six years uDcr the day on which the last outstanding Ccdificu1c is
discharged, (11) account for all gross proceeds under u reasonable, consistently
applied method nfaccounting, not employed as an artifice or device to ovoid in
whole or in part, the requirements of Section 148 of the Code, including any
speci fied method of accounting reqoired by applicable Regulations to he used for
all or x portion of any gross proceeds, (iii) calculate, at such 1icneo as are required
by applicable }<cgu|u1inna, the amount of ezoouu arbitrage profits, if any, earned
from the investment of the i4ross proceeds of the Certificates and (iv) timely pay,
as required by applicable Regulations, all amounts required to be rebated to the
federal government. In addition, the City will exercise reasonable diligence to
assure that no errors are noudc in the calculations required by the preceding
ycotcnoC and, if such on error is made, to discover and promptly correct such error
within o reasonable amount of time thereafter, including pa}oncn( to the federal
Government of any delinquent unlouuto owed to it, interest thereon and any
penalty.
(i) The City will not directly nr indirectly pay any amount otherwise novu6\c to the
federal government pursuant to the forego requirements to any person other
|5
noo 29006 10 5
than the federal government by entering into any investment arrangement with
respect to the gross procc�doo[d�rCcdiOcu�c* \hu1 ooiebt result in urcducdoo in
the amount required to be paid to the federal government because such
urroo§cu\cni results in u smaller profit or larger loss than would have resulted if
such arrangement had been at uon`e \co�th and had the /u|d on the <�odiOcu1cu
not been relevant (o either party.
The Ci will hnnck' fi\c or cause to be filed with the Secretary o[ the Treasury o[
db United �iu�cs the h�nnck required h 8cni |49( f the Code with
c n� c /n /no rcqu| y Section `o' o o vv
respect the Certificates on such brn and in such place as Secretary may
prescribe.
(k) The City will not issue or use the Certificates aspartofan abosiveurbitraue
device" (as defined in Section l]4O-l[(u}ofthe Without Unuidug
the foregoi the Certificates are not and will not beu part ofu transaction m
series of transactions that attempts {o circumvent the provisions of Section |48of
the Code and the Regulations, by(i}enabling the City to exploit the difference
hctvvccu tax-exempt and tnxoh}c interest rates to gain u nnu1cdu| financial
advantage, or (ii) increasing the burden ou the market for tax-exempt obligations.
(D Proper officers of the C ity charged with the respons for issu {hc
Certificates are hereby Jjrcc1cd to ozubc execute and deliver certifications as to
facts, catbnutcm or circumstances in existence as of the date of issuance of the
[odiOou1cm and stating whether there are facts, estimates or circumstances that
Would materially change the City's expectations. ()nor after the date nfissuance
of the Certificates, the City will take such actions as are necessary and appropriate
to assure the continuous accuracy of the representations contained in such
(no) The covenants and representations made or required kwthis Sect are for the
benefit ofthe Certificate holders and any subsequent Certificate holder and may
be relied upon by the Certificate holders and any subsequent Certificate holder and
Certificate counsel to the City.
In complyi with the foregoing covenants the City may rely upon an xnonoiflcd
opinion issued to the C ity by nationally Bond counsel that any action hn the City or
reliance upon any i ou of the Code or Regulations contained in such opinion will not
�orcc� the Certificates to be includable for federal
cause /u�orc� on rxzuom n�c in gross income /ncon/o tax
purposes under existing, law.
Notwithstanding any other prov of this ()rdcr the Cit and
obligat under the covenants and prov of this Section 7.5 mbu|| survive the deteasuucc
and discharge of the Certificates for as kxle as such mutters are relevant to the exclus of
interest oo the Certificates from the gross income o[ the owners for federal income tax purposes.
)d
xou 2900610
S,ection 7.6y: Related Matters. In order that the City shall satisfy ioa timely manner all
of its obligations uodor this Lhdinoucc the Mayor, the Mayor City Secretary and all other
appropriate officers, agents, representatives and employees of the City are hereby authorized and
directed to take all other actions that are reasonably necessary to provide for the issuance and
delivery [U�c Certificates, vviU�ou( limitation, executing and delivering hobu|[ f
o c Including, uu/ n�� on o
the City all cortiUcu1op couxcu<m, receipts, requests, notices, and o(bcT documents as may be
reasonably necessary 10 aadoFv the City's obligat under this ()rdinuuoo and to direct the
transfer and application of funds of the City consistent with the provisions of this Ordinance.
ARTICLE VIII
CONTINUING DISCLOSURE UNDERTAKING
The C ity shall to cachN8RM8lR and
,Section S. 1: Annual Reports. any SID, within six months after the end of each fiscal year ending inm after 2[09 financial
information and operating dutanitbrcapnotk)|hcCityoFtbc general type included bo the final
(}fficiu] Statement authorized by Section 7] of this Ordinance, being the financial intbrn,utinn
and operating data described in the (l[Uciul Statement under the capti "lhVB8TMENT
AUTHORITY AND INVESTMENT OBJECTIVES OF THE DISTRICT Curren
Investments," "CITY TAX DEBT, "TAX [)AT/\," "SELECTED FlNANCLAL. [}/\TA�` and in
Appendix U to the Official Statement. Any financial statements soWbe provided shall beN
prepared iu accordance with the accounting pr dcocrhodin Appendix C to the Official
Statement and (2) audited, if the C ity commissions on audit of such statements and the audit is
completed within the period dur which they must bo lf audited financial statement
are not so provided then the City shall provide audited financial statements for the applicable
fiscal year to each NRM3UR and any SID, when and if audited financial statements become
{[the City changes its fiscal year, k will notify each NRM8IR and any SID u[the change
(and of the do1r of the new fiscal year cnJ] pr to the ucxi date by vvbirb the City otherwise
would be required to provide financial information and operating data pursuant to this Section.
The financial inforrriation and operat 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 nfficiu] statement or other offering document if it is aysibd`|c from the
MSRB) that theretofore has been provided to each NPMSIR and any SID or filed with the SEC.
The City shall notify any 8D0 and either each
N0K4SOR or the M5RB, in u timely manner, of any of the following events with respect to the
Certificates, if such event is material within the meaning of the federal securities laws:
(a) Principal and interest payment delinquencies;
(h) Non-payment related defaults;
(c) Unscheduled draws on debt service reserves reflecting financial chfficohios;
(d) Unscheduled draws on credit enhancements reflecting financial difficulties;
17
|xx' zwmomr
(C) Substitution u[ credit or liquidity providers, or their fal|urck)psrknni;
(A Adverse tax opinions or event. utDxcting,the tax-exempt status n[ the Certificates;
Modifications k` rights n[hok|orso[ the Certificates;
(h) Bond calls;
(i) De6casunccy;
6> Release, substitution, nr sale of property securing repayment of the Certificates; and
(k) Rating,
The City shall notify any SID and either each NFlMSBR or the MSBB, in u ibnc}y
ruuunor, of any failure by the City 0o financial information or operating data in
accordance with Section 8] of this Ordinance b» the time required bysuch Section.
,Section 83: Limitations, Disclaimers and Amendments. The City shall bc obligated to
observe and perforni the covenants specified in this Article for sn long as, but only for so long as,
the City remains an "obligated person" with respect to the CcdiDcudcs within the meaning ofthe
Rule, except that the City in any event will the um(ion required by Section 82 of any
Certificate calls and defeasance that cause the City to be no longer such an "obligated person."
The provisions of this Article are for the sole benefit of the holders and beneficial owners
of the Certificates, and nothing in this Article, express orimplied, shall give any benefit nrany
legal or equitable right, remedy, or o|uino hereunder to any other person. The City undertakes to
provide only the bouuciml information, operating data, financial statements, and notices which it
has expressly agreed io provide pursuant to this Article and does not hereby undertake ioprovide
any other information that may be relevant or material to u complete presentation of the City's
financial results, condition, or prospects or hereby undertake to update any information provided
in accordance with this /\dic|o or otherwise, except as expressly provided herein. The City does
not noukc any representation or vvmTuoty concerning such in{bnno1inu or its usefulness to a
decision to invest inorsell Certificates at any future date.
UNDER K|()CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY CERTIFICATE DR ANY OTHER PERSON, IN
CONTRACT OR TORT, FOR DAMAGES RESULTING [N WHOLE 0RLN PART FROM
ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ONITS
PART, OF ANY COVENANT SPECIFIED IN THIS ARTICLE, BUT EVERY RIGHT AND
REMEDY OF ANY SUCH PERSON, LN CONTRACT OR TORT, FOR UR0NACCOUNT
OF ANY SUCH BREACH SHALL BE LIMITED TOAN 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.
om
Nothing Article intended shall act hn disclaim, od� b ih
m& m /s /c m or waive, or crv/�ac /ro/ o
duties o[thc City tinder federal and state Securities laws.
The provisions ofLhio /\dic|c may be amended hy the City from time to time to adapt the
d)aoecd circumstances that mdsc from u change in knnJ requirements, a dhun�c in law, or u
cbuo-c in the identity, nature, xk/bua or typo of opera of the City` but only if the
provisions ofthis /\Uic|e as so amended, vvnu|d huvepornniUo1 an underwriter k> purchase cx
ed| the Certificates in the primary offer of the Certificates in cnmp|iuorc with the Rule,
taking into account any amendmen or interpretations of the Rule to the date of such
un/coJmcnt, as well as such changed circumstances, and (2) either (a) the holders o[a ma io
aggregate princi uoznuot (or any gzouinr amount required by any other provision of this
Ordinance that authorizes such an amendment) of the Outstanding Certificates consent to such
xnmcodmout or (b) uposnu that is uuuffi|io1od with the City (such us nationally recognized bond
U i d nnn ihu1 such un�ondmncot vvi|\ not nau1m�a|\ the 1 of holder
counsel) �c Co su y /impair crcs� a n o or
and beneficial owners of the Certificates. If the City so amends the provisions o[ this Article, it
abuD include with any amended financial information or operating data next provided in
accordance with Sccdno 8.1 an explanation, in narra form, of the reasons for the amendment
and of the impact of any change in the type of fiounoiu| iofhnnu1iou or operating data an
provided. The City may also amend or repeal the provisions of this Article if the SEC amends or
repeals the applicable provisions n[ the Rule oru court of final jurisdiction enters j udgment that
auch provisions of the Bu|o are invalid, and the City also may amend the provisions of this
Article in its discretion in any other manner nrcircumstance, but in either case only ifand to the
cxicoi that the provisions of this yootcnco would not have prevented an underwriter from
lawfully purchasing or selling Certificates in the primary offer of the Certificates, giving
oUeoi to (u) such provisions as so unzondrd and (b) any uu`undrocn\a or interpretations of the
Sect Notwithstanding in this
Section to the contrary, effective July i 2009, all filings and not described bn this Article to
be made or given to any SID or NRMSUR shall be made solely to the MSRB. All filings and
notices shall be made or given electronically, in the forl specified by the MSRB.
ARTICLE IX
MISCELLANEOUS
Section 9. 1: Defeasance. The City may dckeamcthe provisions of tills Ordinance and
discharge its obligat to the Registered Owners of any orall of the Certificates to pay the
princ of and interest thereon in any manner pertni by law, including by depositing with
the Payi or with the Comptroller of Public Accounts ofthe State nfTexas
(a) cash iuuo amount equal hot amount of such Certificates plus interest
thereon to the date of maturity or redemption; or
AA pursuant to an escrow or trust agreement, cash and/or (U direct noocalablC
obligations of United States of America, including obligations that are unconditionally
19
g uaranteed
by the United States of America; (u) 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 Finn not less than AAA or its
equivalent; or (Ili) 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 AAA or its equivalent, which, in the case of (1), (Ii) or (ill), may be in book-entry form,
and the principal of and interest on which will, when due or redeemable at the option of the
holder, without further investment or reinvestment of either the principal amount thereof or the
interest earnings thereon, provide money in an amount which, together with other moneys, if
any, held in such escrow at the same time and available for such purpose, shall be sufficient to
provide for the timely payment of the principal of and interest thereon to the date of maturity or
earlier redemption; provided, however, that if any of the Certificates are to be redeemed prior to
their respective dates of maturity, provision shall have been made for giving notice of
redemption as provided in this Ordinance. Upon such deposit, such Certificates shall no longer
be regarded to be Outstanding or unpaid. Any surplus amounts not required to accomplish such
defeasance shall be returned to the City.
Section 9.2: Application of Chapter 1208, Government Code. Chapter 1208,
Government Code, applies to the issuance of the Certificates and the pledge of the taxes granted
by the City under Section 5.1 of this Ordinance, and such pledge is therefore valid, effective and
perfected. If Texas law is amended at any time while the Certificates are outstanding and unpaid
such that the pledge of the taxes granted by the City under Section 51 of this Ordinance is to be
subject to the filing requirements of Chapter 9, Business Commerce Code, then in order to
preserve to the Registered Owners of the Certificates the perfection of the security interest in
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 Certificate remains Outstanding except as
permitted in this Section. The City may, without the consent of or notice to any Registered
Owners, from time to time and at any time, amend this Ordinance in any manner not detrimental
to the interests of the Registered Owners, including the curing of any ambiguity, inconsistency,
or formal defect or omission herein. In addition, the City may, with the consent of Registered
Owners who own in the aggregate 51% of the principal amount of the Certificates then
Outstanding, amend, add to, or rescind any of the provisions of this Ordinance; provided that,
without the consent of all Registered Owners of Outstanding Certificates, no such amendment,
addition, or rescission shall (1) extend the time or times of payment of the principal of and
interest on the Certificates, reduce the principal amount thereof, the redemption price, or the rate
of interest thereon, or in any other way modify the terms of payment of the principal of or
interest on. the Certificates, (11) give any preference to any Certificate over any other Certificate,
20
110U 2900610s
or (61) rcdooc the aggregate principal uo/ouu\ of Certificates required to be held by Registered
Owners for consent k, any Such amendment, addition, orrescission.
In any case where the date 'interest accrues and becomes
payable on the Certificates or principal of the Certificates ruutnrou or the date fixed for
redemption nf any Certificates orm Record Date sbuU be in the City uSaturday, Sunday, |c�ul
holiday ora day on which banking institutions are authorized hy law toclose, then payment of
interest or principal need not be rnodc on such date, or the Record [)u1c sbu|| 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 u Saturday, Sunday, |ogu) holiday or u day oowhich bunking institutions are
uu1bndzui by |uvv to close with the aumo force and effect as if (1) made onthe date o[ maturity or
the date Uscd for redemption and no interest shall accrue for the period from the date ofmaturity
or redemption tothe date ofactual payment or(ii) the |lconrd Date had occurred oothe fifteenth
day uf that calendar month.
Section 9.5: No Recourse Aga No recourse sbu|) be had for the
payment of principal oforinterest on any Certificates nr for any claim based thereon or on this
Ordinance O3 �\b (��1 executing Certificates.
a�u/oa onyo official o c City or
Section 9.6: Further Ibo Mayor, Mayor Pro-Tezn, City Secretary and
other appropriate officials of tile 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: Severabilit If any Section, paragraph, c|uuuo or provision of this
Ordinance sbuD for any ccumnn be held to be invalid or unenforceable, the invalidity or
unuuforceability of such Section, paragraph, clause or provision obuU not affect any of the
remaining provisions o[ this Ordinance.
Notwithstanding any other
provision of this Ordinance, the Mayor is hereby authorized to nlukc or approve such revisions,
additions, deletions, and variations Wthis Ordinance and in the form ofthe documents attached
hereto as exhibits as, in the of the Mayor, and in the opinion of Bond [,ouusc) to the
City, may be necessary orconvenient to carry out or assist in carrying out the purposes of this
Ordinance, or as may be required for approval of the Certificates by the Attorney General of
Texas; provided, however, that any changes to such dncunocoto rcnu|dog in substantive
amendments to the terius and conditions of the Certificates or such documents shall be subject to
the prior approval o[ the City Council
Section 9.9 Open i It is hereby found, dcicnninod and declared that a
sufficient written notice of the date, hour, place and subject of the meeting, of the City Council at
which this (}ndiouoce was adopted was pnstcd at mp|ucc convenient and readily accessible at all
iinocu to the general public at City Hall for the time required by law preceding this nunctiog as
required by the 0pcu 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
21
Section 9. 10: Rene �Icr. All orders, resolutions and ordinances, or parts thereof,
inconsistent herewith are hereby repealed to the extent ot'such inconsistency,
It is hereby officially found and Jctcnniucd that this
(}rdbnuocc relates to an ioonocdiube public emergency affecting life, health, yro�c� and the
public peace, and that such emergency exists, the specific emergency hcbzg that the proceeds
frono the xu|e of the Certificates are required as soon as possible for necessary and urgently
needed improvements, and that this Ordinance he puuuuj and approved on the duic of its
This Ordinance shall beio force and effect from and after
its passage on the date shown below.
ZZ
PASSED AND APPROVED on first reading pursuant to Section 3.10 of the City Charter
this February_, 2009.
CITY OF PEARLAND, TEXAS
(SEAL)
Exhibit A
Form of Certificate
Exhibit B
Paying Agent/Registrar Agreement
1
Exhibit C
Bond Purchase Agreement
Exhibit D
Preliminary Official Statement
Exhibit E
Official Statement
Exhibit F
Insurance Provisions
S-1
I 10U:29006103
FORM OF CERTIFICATE
UNITED STATES OEAMERICA
STATE DFTEXAS
CITY OFPEARLAND,TEXAS
CERTIFICATE OF OBLIGATION, SERIES 2008
I R-
2 INTEREST RATE
REGISTERED OWNER:
PRINCIPAL AMOUNT:
DENOMINATION
DATED DATE: z MAT0R\TYDATE
March 1, 2009 September 1,
z
C[}8[P:
CITY OF PEARLAND, TEXAS, umunicipal corporation o[the State ofTexas
(the "City"), for value received, hereby promises to pay to the Registered ()nn/ur identified above
or its registered ussignu,ondlcnoyUuriydutcmpeoificdabove(ornocarlior redemption as herein
provided), upon presentation and surrender n[this Certificate at the principal corporate inuo
office of Wells Fargo Bunk N./\, Houston, Texas, or its successor (the "Paying
Agent/Registrar"), the principal amount k(cuhficd above (or so much thereof as obaK not have
been paid or deemed to have been paid upon prior redemption) payable io any coin orcurrency
of the United States of America which on the date of payment o[such principal is legal tender
for the payment of debts due W the United States of America, and to pay interest thereon at the
rate shown above, calculated on a basis of a 360-H»n year composed of twelve 30-day
Initial Certificate shall hc numbered 7-i
^Omitted from initial Certificate.
The first sentence of the initial Certificate shall read as follows:
'THE CITY OFYEARLAND,TEXAS.a municipal corporation of the State of Texas (the 'City'), for value
received, hereby promises m pay mthe Registered Owner identified above m its registered assigns, on
Scpx:m6o l of each vf the years and io the principal amounts set forth iothe following schedule: [Insert
ioOnonadoo regarding yruo of maturity, principal amounts and iuocrco/ ,ux,s from Section 33 of the
0nJiouocn,] (o, on earlier redemption as bc,cio provided), upon y,rncuuuboo and surrender of this
CcuiGcu|c at the principal corporate unot office of Wells Fargo Bank, N..&., or its successor (/bc "Paying
Agent/ Registrar"), the principal nnmuom identified above (o, so omob thereof as obuU 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 3mtco of America, and to pay interest dz000n at the rate xhnvm abovc, calculated on u basis of
36O'day year composed of twelve 30-duy months, from the later of the Dated Date identified above orthe
most recent interest payment date to which intere9t has been paid or duly provided for.
HOU 2900610,5
from the \nbzr of the Du$z( Du\c identified above or the most recent interest puyn\on| date to
vvbicb interest has been paid or duty provided for. Interest on this Certificate is payable on
March |.20|U, and each September L and March thereafter Lint] maturity orearlier redemption
this Certificate, b h k �b 0 k�d�(dz U Oo� postage d b the o �m yc cc sent y u/ s mail, class, a�cyropm y Paying
Agent/Registrar to the |1cgimicrcd {)x'uor of record as of the close of business on the 15"' day of
the co|cudur month immediately preceding the applicable interest payment date, as shown on the
registration books kept hythe Payiug/\gcn|/RLogiotcur. Any accrued interest payable atmaturity
or Cudior ccdcnoptinu shall be paid upon presentation and surrender of this Ccdifiouic at the
principal corporate trust office of the Paying Agent/Registrar.
THIS CERTIFICATE IS ONE OF DULY AUTHORIZED SERIES OF
CERTIFICATES (the ^1Cu1iOcu\cs") in the aggregate pr amount of $8,520,000 issued
pursuant to an ordinance adopted by the City Council of the City on February 23, 2009 (the
"Ordinance") for the purpose of providing all nr part o[the funds to pay contractual obligat
to be incurred for the construction of public vvncko and the purchase of ruutcrubs, supplies,
oguipnueoL machinery, buildings, land and dabts-nf-vvay for authorized needs and purposes and
for the payment of contractual obligations for professional services, to wit (i) improvements,
including storm drainage and detention facilities, to Cullen Parkway from Fann-to-MurkctQoud
518 |oMcBandRoad, (ii) the construction o[ State Highway 288 frontage roads, inc|udiugs1ornz
drainage dJ t detention facilities, §mrn Farm-to-Market �o ��orkct�lood2234�o Farm-to-Market }loud5l0
an c�
and (iii) professional services rendered iu connection with the above listed projects.
THIS CEllTlFkC/\l[2 shall not be valid or obligatory for any purpose or be entitled to
any huocfii under the Ordinance unless this Certificate is authenticated by the Pay
Agent/Registrar by due execution of the authentication certificate endorsed hereon.
THE CITY RESERVES THE RIGHT, at its option, to rodccrn, prior to their nuuhhiy,
Ccdifico1co maturing on and after Scy(crohcr 1, 2020, in vvbo\c or in part, on
8cp1czobcr l, 2019, or any date thereafter, at par plus accrued interest to the date fixed for
roJeznpdnu.
CEFlT1Fl[/\TB8 MAY BE REDEEMED IN PART only iuintegral multiples of $5
If a CCdifioutc subject to redemption is in u denomination larger than $5,000, a portion of such
Certificate may be redeemed, but only in ioicgTui rnuhip|no of $5,000. In selecting portions of
CudiUcu1us for codcrnpdou, each Certificate sbu|| be treated as representing that ouoohcr of
Certificates [��O0OJ 1� h h h< db dividing �b principal f h
o conno�uu/onw �c /so u/nc y /v/ /o� oun\oon o such
Certificate by $5,000. Upon sur of any Certificate for redemption in pmt, the Pay
Agent/Registrar, in accordance with the provisions of the Ordinance, ubu|l uuibcndcu(c and
deliver in ozobungo therefor u Certificate or Certificates of like maturity and interest rate in an
ag�rc�utcydncipu|un�ouuiequal to the uorcdceo�cdportion of the Cedibco1cxosurrendered.
|uthe initial Cer this paragraph abaU,ex\un follows:
THIS CERTIFICATE xhuU not be valid or obligatory for any purpose or be untitled to any benefit under the
Ordinance undnxv this Certificate is registered by the Comptroller of'Puhbz Accounts of the State of Texas by due
execution of the registration certificate endorsed hereon.
[IOU 2900610 5
N0Tl[[ OF ANY SUCH REUEK4PTKBN identifying the Certificates or portions
thereof k`bc rucccn)cd, shall bc sent bY United States mail. first class, postage prepaid, to the
Registered ()v/ncrx thereof at their addresses as uhnvvn on the books of registration kept by the
Puying/\gcnt/llcgixirur, not less than thirty (30) days before the date fixed for such redemption.
By the date fixed for redemption, due provision mbu|| be noudo with the Paying Agent/Registrar
for the payment o[ the redemption price o[the Certificates called for redemption. If such notice
of redemption is given, and if due provision for such payment is made, all as provided above, the
Certificates which are to be no redeemed thereby automatically shall be redeemed prior to their
scheduled maturities, they sbu|\ not bear interest after the do10 Ozcd for redemption, and they
shall not be regarded as being outstanding except for the purpose of being paid with the funds so
provided for such payment.
THIS CERTIFICATE |8 TRANSFERABLE only upon presentation and surrender at the
principal corporate trust nfficc of the Paying strur accompanied by an assignment
duly executed by the Registered Owner or its authorized representative, subject to the terms and
conditions of the Ordinance.
THIS CERTIFICATE |S EXCHANGEABLE at the corporate trust office of the
Paying A iabar for u Certificate or Certificates ofthe same maturity and interest rate and
in the principal amount of S5,000 or any integral multiple thereof, subject to the tcnno and
conditions of the Ordinance.
THE PAYING AGENT/REGISTRAR io not required to accept for transfer or exchange
any Certificate called for redemption, iu whole oriopart, during the forty-five (45)day period
immediately prior to the date fixed for ion; provided, however, that such Uruibdioo shall
not apply to the transfer or exchange by the Registered Ovvucr of an unredeemed portion of
Certificate called for redemption in part.
THE CITY OR PAYING 8TK^4R may require the Registered [)n/ucr of
any Certificate to pay a surn sufficient to cover any tax or other governmental charge that may be
imposed in connection with the transfer or exchange o[uCertificate. Any 6:e or charge o[the
Paying Agent/Registrar for a transfer or exchange shall be paid by the City.
THE REGISTERED OWNER of this Certificate by acceptance hereof, acknowledges
and agrees tobc bound hy all the icrnnn and conditions o[ the Ordinance.
IT IS RERE8l, DECLARED AND REPRESENTED that this [cr1i6cu1e has been duly
and validly issued and delivered; that all acts, conditions and things nrgui,cd or proper to be
performed, exist and to be done precedent to or in the issuance and delivery of this Certificate
have been performed, exist and have been done in accordance with law; that the Certificates do
not exceed any constitutional or statutory limitation; and that annual ad xu|*rcno taxes sufficient
to provide for the payment of the iuicrca{ on and principal of this Certificate, as such interest
rnnnca due and such principal matures, have been levied and ordered iobc levied, within the
limits prescribed by |un', against all taxable property in the City and have been irrevocably
pledged for such payment.
|T|5 FURTHER DECLARED AND REPRESENTED that the revenues k`bcderived
from the [i(y`a vvcdor and sewer uyytenu, after the payment of all operation and maintenance
expenses thorco[(<hc "Net RLcvcnucs"), inauamount not io exceed $)0 are pledged 1uthe
payment of the principal of and interest on the [edificu1cm provided that the pledge of Net
Revenues is and ahu[| be Junior and subordinate in all respects to the pledge ofNet Revenues to
the payment of any obligation of the City, whether authorized heretofore or hereafter, which the
City designates as having u pledge senior to the pledge of the Net F{cvuuuco to the payment of
the Certificates. The City also reserves the right (o issue, for any lawful purpose at any time, in
one or more inatuUnncnia, bonds, certificates of obligation and other obligations of any kim],
secured in whole or in part by a pledge of Net Revenues, that may be prior and superior in right
k`, on u purity with, or juoior and subordinate to the pledge of Net Rcvcouou securing the
REFERENCE |S HEREBY MADE TOTHE ORDINANCE, u copy nf which iafiled
with the Paying isirur for the 8u|i provisions thereof, to all of which the Registered
Owners of the Certificates assent bv acceptance nf the Certificates.
IN WITNESS Wl)2RE(lP, the City has caused its corporate seal to be impressed or
placed in facsimile hereon and this Certificate to be signed 6vthe Mayor, countersigned b«the
(_ih/ Secretary hy their manual, lithographed or printed facsimile signatures.
CITY OPPBABL&ND,TEXAS
Mayor
City Secretary
xou -2900 610,5
FORM OF COMPTROLLER'S REGISTRATION CERTIFICATE
The following form of Comptroller's Registration Certificate shall be attached or affixed
to each of the Certificates initially delivered:
OFFICE OF THE COMPTROLLER
OF PUBLIC ACCOUNTS REGISTER NO.
THE STATE OF TEXAS
I hereby certify_ that this certificate has been examined, certified as to validity and
approved by the Attorney General of the State of Texas, and that this certificate has been
registered by the Comptroller of Public Accounts of the State of Texas.
WITNESS MY SIGNATURE AND SEAL OF OFFICE this
Comptroller of Public Accounts
of the State of Texas
[SEAL]
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
The following form of authentication certificate shall be printed on the face of each of the
Certificates other than those initially delivered:
AUTHENTICATION CERTIFICATE
This Certificate is one of the Certificates described in and delivered pursuant to the
within mentioned Ordinance; and, except for the Certificates initially delivered, this Certificate
has been issued in exchange for or replacement of a Certificate, Certificates, or a portion of a
Certificate or Certificates of an issue which originally was approved by the Attorney General of
the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas.
WELLS FARGO BANK TEXAS, N.A.
as Paying Agent/Registrar
0-
Authorized Signature
1.
Date of Authentication:
A-5
HOU2900610.5
FORM OF ASSIGNMENT
The following form ofussit4omcut sha hc printed oo each of the Certificates:
ASSIGNMENT
For value received the Unders sells, assigns and transfers unto
(Please pr or type name, address, and zip code of Transferee)
(y|cnsc insert Social Security ocTaxpayer Identification Number o[Transferee)
the within bond and all rights and hereby irrevocably constitutes and appoints
attorney k> transfer such bond on the books
kept for registra Lhcroo[ with full power o[substitution iu the premises.
DATED:
S Gu tecd
Registered Owner
NOTICE: The signature above mus
correspond k) the name of the Reg
Owner ou shown nn the face o[ this bond in
every particular, without any alteration,
enlargement or change whatsoever.
NOTICE: Signature aibo u�n�cdh u
/�nazurcnnu �u y
member Oonof the New York Stock Exchange
or a commercial bank or trust company.
EXHIBIT B
PAYINGAGENT/REGISTRAR AGREEMENT
See'rab No. 8
F e-W
HOU290061M
EXHIBIT C
BOND PURCHASE AGREEMENT
See Tab No. 5
A-1
I-IOIJ:2900610,5
EXHIBIT D
PRELIMINARY OFFICIAL STATEMENT
See Tab No. 6
D-1
HOU 2900610.5
EXHIBIT E
OFFICIAL STATEMENT
See Tab No. 7
E-1
f 1011:29006 10