R82-28 07-12-82 RESOLUTION NO. R82-28
RESOLUTION FIXING COUPON INTEREST RATES
AND NAMING PURCHASER OF $6,100,000
PERMANENT IMPROVEMENT BONDS, SERIES 1982
THE STATE OF TEXAS
COUNTIES OF BRAZORIA ~ND HARRIS
CITY OF PEARLAND §
WHEREAS, the City Council of the CITY OF PEAP, LAND, TEXAS
(the "City"), has heretofore authorized the issuance of the
City's $6,100,000 PERMANENT IMPROV~4ENT BONDS, SERIES 1982 (the
"Bonds"), by reading, considering and adopting on June 28, 1982,
and again on July 12, 1982, respectively, an ordinance autho-
rizing such issuance; and
WHEREAS, the City Council deems it advisable to adopt a
resolution fixing coupon interest rates and naming the purchaser
or purchasers of the Bonds;
THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF PEARLAND THAT:
Section 1. The matters and facts recited in the preamble
of this resolution are hereby found to be true and correct.
Section 2. The Bonds shall bear interest per annum at
the following rates, respectively, to-wit:
Bonds maturing 1984 through 1990, 12.00 %
Bonds maturing 19 through 1991, 10.60 %
Bonds maturing 19__ through 1992 10.90 %
Bonds maturing 19 through 1993 11.15 %
Bonds maturing 19 through 1994 11.40 %
Bonds maturing 19 through 1995 11.75 %
Bonds maturing 19 through 1996 12.00 %
Bonds maturing 19 through 1997 12.00 %
Bonds maturing 19 through 19__ %
Bonds maturing 19 through 19__ %
Section 3. The Bonds are hereby sold and shall be de-
livered to Cowen & Company RW Div; Republic Bank Dallas; Thc Fort Worth National
Bank, Interfirst Bank, Dallas; Smith, Barney & Ass?C~or the par value
thereof and accrued interest thereon to date of delivery, plus
a premium of $ 0 , subject to the unqualified approving
opinions, as to the legality of the Bonds, of the Attorney
General of the State of Texas and of Vinson & Elkins, Houston,
Texas, market attorneys.
Section 4. This resolution was read and considered once
by the City Council and shall take effect immediately.
Section 5. 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
this resolution is adopted and for the adoption of this resolu-
tion; 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, and ratified.
ATTEsT:PASSED AND APPROVED this~2th~day of~982.
~~~~ Mayor
CITY OF PEARLAND, TEXAS
~City Secre~r~
CITY OF P~ARLAND, TEXAS
(SEAL)
-2-
t Imo:!
CERTIFICATE FOR RESOLUTION
THE STATE OF TEXAS §
COUNTIES OF BRAZORIA AND HARRIS §
CITY OF PEARLAND §
We, the undersigned officers of the CITY OF PEARLAND, TEXAS (the
"City") , hereby certify as follows:
1. The City Council of the City convened in regular meeting on
the 12th day of July, 1982 , 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 and the City Secretary, to-wit:
Tom Reid Mayor
Terry Gray Mayor Pro Tem
Dennis M. Frauenberger Council Member
Charles Mack Council Member
Alfred E. Lentz Council Member
(Vacant) Council Member
Dorothy L. Cook City Secretary
and all of said persons were present, except the following absentees :
Dorothy L. Cook , thus constituting a quorum.
Whereupon, among other business, the following was transacted at said
meeting: a written
RESOLUTION FIXING COUPON INTEREST RATES AND NAMING PURCHASER
OF $6,100,000 PERMANENT IMPROVEMENT BONDS, SERIES 1982
(the "Resolution") was duly introduced for the consideration of the City
Council and read in full. It was then duly moved and seconded that the
Resolution be adopted; and, after due discussion, said motion, carrying
with it the adoption of the Resolution, prevailed and carried by the fol-
lowing vote:
AYES: All members of the City Council shown present above
voted "Aye" .
NAYS: None.
2 . That a true, full and correct copy of the Resolution adopted at
the meeting described in the above and foregoing paragraph is attached to
and follows this certificate; that the Resolution has been duly recorded
in the City Council' s minutes of said meeting; that the above and fore-
going paragraph is a true, full and correct excerpt from the City Council' s
minutes of said meeting pertaining to the adoption of the Resolution; that
the persons named in the above and foregoing paragraph are the duly chosen,
qualified and acting officers and members of the City Council as indicated
therein; that each of the officers and members of the City Council was
duly and sufficiently notified officially and personally, in advance, of
the date, hour, place and subject of the aforesaid meeting, and that the
Resolution would be introduced and considered for adoption at said meeting,
and each of said officers and members consented, in advance, to the
holding of such meeting for such purpose; that said meeting was open to
the public as required by law; and that public notice of the date, hour,
place and subject of said meeting was given as required by Vernon' s
Article 6252-17 , as amended.
SIGNED AND SEALED this 12th day of July, 1982 .
City reta y Mayor
(SEAL)
RESOLUTION NO . R82-27
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF PEARLAND, TEXAS, AUTHORIZING THE MAYOR TO
EXECUTE AN AGREEMENT BY AND BETWEEN THE CITY
OF PEARLAND AND HOWARD W. MAYS OF VINSON ?
ELKINS .
BE IT RESOLVED by the City Council of the City of
Pearland, Texas , that the Mayor be, and he is hereby autho-
rized to execute for and in behalf of the City, an Agreement,
and attached hereto as Exhibit "A" , by and between the City
of Pearland and Howard W. Mays of Vinson & Elkins for the
purpose of serving as bond counsel in connection with the
handling of $6 , 100 , 000 Permanent Improvement Bonds , Series 1982 .
PASSED AND APPROVED this /2,, day of
A. D . , 1982..
CITY OF PEARLAND, TEXAS
c
By:,====-2L
Mayor
ATTEST :
eaT
Asst. City Secretary
)
VINSON & ELKINS
ATTORNEYS AT LAW
FIRST CITY TOWER
HOUSTON, TEXAS 77002 •
TELEPHONE 713 651-2222 TWX 9108816391 TELEX 762 146
1101 CONNECTICUT AVE.N.W.,SUITE 900 47 CHARLES ST.,BERKELEY SQUARE AUSTIN NATIONAL BANK TOWER
WASHINGTON, D. C.20036 LONDON WIX 7PB, ENGLAND AUSTIN, TEXAS 78701
TELEPHONE 202 862-6500 TELEPHONE 44 01 491-7236 TELEPHONE 512 478-2500
CABLE VINELKINS•TELEX 89680 CABLE VINELKINS LONDON W.I.TELEX 24140
June 28, 1982
The Honorable Mayor and City Council
City of Pearland
Pearland, Texas
Gentlemen:
This letter, when accepted by you, will evidence our
agreement to perform from time to time legal services in con-
nection with the authorization by election, issuance, sale
and delivery by the City of Pearland (the "City") of bonds
(the "Bonds") which will be payable from ad valorem taxes to
be levied and collected by the City. We understand that the
Bonds may be issued in installments or in one transaction.
In connection with the voted authorization and issuance
of each installment or series of the Bonds, we will act as
bond counsel in order for the City to offer the Bonds sub-
ject to our unqualified approving market opinion. In our
capacity as bond counsel we will prepare and review legal
notices, resolutions and ordinances for adoption by the City
Council of the City, including Bond ordinances and instruments
required to obtain the necessary approval of the Bonds by the
Attorney General of the State of Texas and registration of
the Bonds by the Comptroller of Public Accounts of the State
of Texas; will prepare all other legal instruments relating
to the authorization and issuance of the Bonds; and we will
pass upon a transcript of certified proceedings and showings
in order to render an unqualified approving market opinion
as to the validity of the authorization and issuance of the
Bonds under the laws of the State of Texas, and the tax exempt
status of the interest on the Bonds under Federal income tax
law.
For our legal services as bond counsel in connection with
approval of the validity of the Bonds, the City agrees to pay
us out of the proceeds of sale of the Bonds a fee computed
City of Pearland, Texas June 28 , 1982
Page 2
on the basis of the principal amount of the Bonds actually
issued, sold and delivered, as follows :
A. ALL VOTED BONDS SOLD AS ONE ISSUE
Principal Amount of Bond Issue Fee
$6 , 100, 000 $7, 300 . 00
B. VOTED- BONDS SOLD IN SEVERAL INSTALLMENTS (EXAMPLES FOLLOW)
Principal Amount of Fee for Each
Installment Bond Issue Installment Issue
$2,100 , 000 $3, 300
2 , 000, 000 3, 200
2,000, 000 3, 200
When the voted Bonds are offered for public sale the fees
quoted above will include our services as Bond Counsel and,
so that this letter will not be unduly long, we attach a memo-
randum setting out a detailed description (entitled "Exhibit
A" and included herein for all purposes) of the services we
will undertake to perform as to each such public sale .
Should you desire our services in preparation of Submis-
sions to, and in conducting negotiations with, the United States
Department of Justice relating to the Federal Voting Rights
Act, we will submit bills for services rendered on an hourly
basis. We are advised that you have had no significant changes
affecting voting in a bond election such as this and, if the
Department of Justice raises no objections, our total fee for
such service will probably not exceed $200 . 00 .
Also, charges for translating certain of the election pro-
ceedings will be made on an hourly basis; these will probably
not exceed $300. 00 .
All of the fees described above, and the expenses herein-
after mentioned, will be payable out of the proceeds of the
sale of the Bonds.
In addition, we will bill for any printing and reproduc-
tion of documents, and our actual out-of-pocket expenses, such
as travel, telephone, telegraph, telex and similar expenses,
and all items required and paid for by us on behalf of the
City of Pearland, Texas June 28 , 1982
Page 3
City. All of our expenses will be reasonable and subject to'
approval by the City.
This agreement may be terminated by either the City or
by us, and we would be paid only for fees _and expenses to the
date of termination.
If the arrangements set forth above are satisfactory,
please take such formal action as may be required and indicate
your acceptance by signature below and- by returning one copy.
Very. truly yours,
VINSON & ELKINS
By /7: 0
Howard W. Mays
185:51B
Attachment: Exhibit A
Accepted by ordinance/resolution adopted b the City
Council of the City of Pearland this 12__th. day Ju=Y=, 1982 .
ATTEST: Mayor
Asst. City Saicretary
•
City of Pearland, Texas June 28, 1982
EXHIBIT A
MEMORANDUM BY VINSON & ELKINS DESCRIBING
SERVICES TO BE PERFORMED BY VINSON &
ELKINS AS BOND COUNSEL IN PUBLIC SALE (S)
OF BONDS (the "Bonds") OF THE
CITY OF PEARLAND (the "City")
We note that the City has employed Underwood, Neuhaus
& Co. , Incorporated to serve as Financial Advisor to the
City in connection with the sale of the Bonds, and it is our
understanding that such firm will prepare an Official Notice
of Sale and an Official Statement with regard to the Bonds,
and will be responsible for the accuracy and completeness of
those documents as well as any other documents used in connec-
tion with the sale of the Bonds.
In our capacity as Bond Counsel, we will review those
portions of• the Official Statement which set out the legal
authority for issuance of the Bonds and the provisions of the
ordinance of the City Council authorizing the issuance of the
Bonds, solely to determine whether such information conforms
to the Bond Ordinance, and to determine whether any summaries
of statutory material and legal documents affecting the sale
of the Bonds are fairly stated. We will also read and assist
the Financial Advisor in drafting certain other portions of
the Official Statement, but we will not undertake to indepen-
dently verify any of the factual information contained in the
Official Statement nor will we conduct any investigation of
the affairs of the City for the purpose of passing on the
accuracy or completeness of the Official Statement.
Since our role in connection with the offering documents
will be of an advisory rather than an investigatory nature,
the Official Statement will contain a statement describing
our services as outlined above and stating that our limited
participation may not be relied upon as. an assumption of re-
sponsibility for, or an expression of opinion with regard to,
the accuracy or completeness of the information contained
therein.
It should be noted that we are serving only as Bond
Counsel to the City and that we are not representing the
Financial Advisor or any purchaser in connection with the
offering and issuance of the Bonds.
Exhibit A, Page 1
You should be aware that the ultimate responsibility for
assuring, to the extent possible, -that the Official Statement
does not contain a material misstatement or omit to state a
material fact rests with the City.
The foregoing is not intended to limit our responsibility
as Bond Counsel for preparing legal instruments, obtaining the
approval of the Bonds by the Attorney General of Texas, and
passing on a transcript of certified proceedings in order to
render our opinion as to the validity of the Bonds and the
tax exempt status of the interest on the Bonds under Federal
income tax law. It is intended only to clarify the limited
nature of our participation in the preparation of those docu-
ments which will be used to offer the Bonds for sale.
VINSON & ELKINS
BITI4eicrik. . /
Howard W. Mays
Exhibit A, Page 2