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R-2016-141 2016-08-08RESOLUTION NO. 2016 -lit RESOLUTION OF THE CITY OF PEARLAND, TEXAS APPROVING THE RESOLUTION AUTHORIZING THE ISSUANCE OF THE PEARLAND ECONOMIC DEVELOPMENT CORPORATION SALES TAX REVENUE REFUNDING BONDS, SERIES 2016; AUTHORIZING A SALES TAX REMITTANCE AGREEMENT; AND MAKING VARIOUS FINDINGS AND PROVISIONS RELATED TO THE SUBJECTS WHEREAS, on January 21, 1995, the voters of the City of Pearland, Texas (the "City") approved the levy of a one-half of one percent sales and use tax (the "Sales Tax") to be used for the benefit of the Pearland Economic Development Corporation (the "Corporation"), including, among other things, for paying the costs of acquisition and construction of streets and roads and drainage and related improvements which promote or develop new or expanded business enterprises; and WHEREAS, the City, by Resolution No. R95-36 duly adopted on May 22, 1995, authorized the creation of the Corporation to act on behalf of the City by receiving and expending revenues from the Sales Tax for various projects which promote or develop new or expanded business enterprises; and WHEREAS, on June 26, 1995, the Corporation was duly created, incorporated, chartered and organized pursuant to Article 5190.6, Texas Revised Civil Statutes (the "Act"); and WHEREAS, the Corporation has previously issued its Sales Tax Revenue and Refunding Bonds, Series 2005 and Sales Tax Revenue Bonds, Series 2006 (together, the "Refunded Bonds") and desires to refund the Refunded Bonds in order to realize gross and net present value savings; and WHEREAS, the refunding of the Refunded Bonds will result in a gross savings of $2,734,322.15 and a net present value savings of $2,306,610.27, and that such benefits are sufficient consideration for the refunding of the Refunded Bonds, and that such refunding is in the best interests of the Corporation and the City; and WHEREAS, in connection with the issuance of the Bonds, the City has agreed, on behalf of the City and the Corporation, to provide certain financial information and operating data annually in accordance with the Rule (as defined herein); and WHEREAS, the City and the Corporation desire to enter into a certain Sales Tax Remittance Agreement (the "Sales Tax Remittance Agreement"). NOW, THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS, as follows: 1 HOU:3707288.2 1. Findings and Determinations. It is hereby officially found and determined that all of the facts recited in the preamble hereto are true and correct and the preamble is incorporated into and made a part of this Resolution. 2. Authorization of Sales Tax Remittance Agreement. The Sales Tax Remittance Agreement, substantially in the form attached hereto as Exhibit A, is hereby approved. The City Council, by a majority vote of its members, at a regular meeting, hereby approves the form, terms and provisions of the Sales Tax Remittance Agreement between the City and the Corporation and authorizes the execution and delivery of the Sales Tax Remittance Agreement. 3. Tax Levy and Pledge. The City has covenanted and agreed in the Sales Tax Remittance Agreement and hereby authorizes the appropriate City officials to take all steps necessary and authorized under the Act and other applicable laws to continuously levy and collect the Sales Tax at the rate of 1/2% so long as any of the Bonds and any Additional Bonds (as defined in the Sales Tax Remittance Agreement) are outstanding in the manner and to the maximum extent permitted by applicable law. The City hereby agrees that it will not cause a reduction, abatement, or exemption in the Sales Tax, or in the rate in which it is authorized to be collected. The City also agrees that any repeal of the right and power to levy the Sales Tax will not be effective until all the Bonds and any Additional Bonds have been paid in full or until they are legally defeased in accordance with the Resolutions authorizing their issuance. The City hereby agrees to pay to the Corporation, by a direct deposit into the Corporation's Sales Tax Revenue Fund, 100% of the revenues collected from the annual levy and assessment of the Sales Tax, less any amounts due to the Comptroller of Public Accounts of the State of Texas for collection costs and other charges, for the term of the Sales Tax Remittance Agreement. 4. Approval of Bond Resolution. The City hereby ratifies the Resolution authorizing the issuance of the Corporation's Sales Tax Revenue Refunding Bonds, Series 2016, in the aggregate principal amount of $14,640,000 (the "Bond Resolution"), substantially in the form attached hereto as Exhibit "B," and hereby approves said Bond Resolution and the issuance of the bonds described therein. 5. Further Actions. The Mayor, City Secretary and the other officials of the City are hereby authorized, jointly and severally, to execute and deliver such certificates, documents, or papers necessary and advisable, and to take such actions as are necessary to carry out the intent and purposes of this Resolution. 6. Severability. If any word, phrase, clause, sentence, paragraph, section or other part of this Resolution, or the application thereof to any person or circumstance, shall ever be held to be invalid or unconstitutional by any court of competent jurisdiction, the remainder of this Resolution and the application of such word, phrase, clause, sentence, paragraph, section or other part of this Resolution to any other persons or circumstances shall not be affected thereby. 7. Effective Date. This Resolution shall be in full force and effect from and upon adoption. 8. Repealer. All orders, Resolutions and Resolutions, or parts thereof, inconsistent herewith are hereby repealed to the extent of such inconsistency. 2 HOU:3707288.2 PASSED AND APPROVED on this 8th day of August, 2016. ATTEST: S-1 HOU:3707288.1 Mayor EXHIBIT A SALES TAX REMITTANCE AGREEMENT HOU:3707288.2 SALES TAX REMITTANCE AGREEMENT This SALES TAX REMITTANCE AGREEMENT (this "Agreement") is made to be effective as of August 8, 2016, by and between the CITY OF PEARLAND, TEXAS, a duly incorporated and existing home rule municipality operating and existing under the laws of the State of Texas (the "City") and the PEARLAND ECONOMIC DEVELOPMENT CORPORATION, a nonprofit development corporation organized and existing under the laws of the State of Texas, including Chapter 501, Texas Local Government Code, as amended (formerly Section 4B of the Development Corporation Act of 1979, Article 5190.6, Texas Revised Civil Statutes Annotated, as amended) (the "Corporation"). RECITALS WHEREAS, the Corporation on behalf of the City wishes to refund the Corporation's Sales Tax Revenue and Refunding Bonds, Series 2005 and Sales Tax Revenue Bonds, Series 2006 in order to realize gross and bet present value savings and that such benefits are in the best interests of the Corporation; and WHEREAS, such financing contemplates the issuance of the Corporation's Sales Tax Revenue Refunding Bonds, Series 2016 in a principal amount of $14,640,000, and the proceeds are to be used by the Corporation to refund the Corporation's outstanding Sales Tax Revenue and Refunding Bonds, Taxable Series 2005 and Sales Tax Revenue Bonds, Series 2006 (the "Refunded Bonds"). AGREEMENT 1. Plan of Finance: For and in consideration of the City's covenants and agreements herein contained and subject to the terms contained herein, the Corporation hereby agrees to issue it Sales Tax Revenue Refunding Bonds, Series 2016 (the "Bonds"), and the Corporation hereby agrees and covenants that all proceeds of the Bonds shall be used solely to refund the Refunded Bonds and to pay costs of issuance associated with the issuance of the Bonds. 2. Receipt and Transfer of Proceeds of Sales Tax. The City agrees, in cooperation with the Corporation, to take such actions as are required to cause the "Sales Tax" received from the Comptroller of Public Accounts of the State of Texas for and on behalf of the Corporation to be deposited immediately upon receipt by the City to the credit of the Corporation. 3. Levy, Collection and Payment of Sales Tax by the City. In consideration of the construction of the Project by the Corporation, the City covenants and agrees that it will take all steps necessary and authorized under the Act and other applicable laws to continuously levy and collect the Sales Tax during the term of this Agreement in the manner and to the maximum extent permitted by applicable law. The City also covenants and agrees that it will not cause a reduction, abatement, or exemption in the Sales Tax or in the rate in which it is authorized to be collected. In addition, the City covenants and agrees that any repeal of the right and power to levy the Sales Tax will not be effective until all Bonds and Additional Bonds have been paid in full or until they are legally defeased in accordance with the Bond Resolution. HOU:3709578.1 4. Modifications. This Agreement shall not be changed orally, and no executory agreement shall be effective to waive, change, modify or discharge this Agreement in whole or in part unless such executory agreement is in writing and is signed by the parties against whom enforcement of any waiver, change, modification or discharge is sought and approved in writing. 5. Entire Agreement. This Agreement contains the entire agreement between the parties pertaining to the subject matter hereof and fully supersedes all prior agreements and understandings between the parties pertaining to such subject matter. 6. Counterparts. This Agreement may be executed in several counterparts, and all such executed counterparts shall constitute the same agreement. It shall be necessary to account for only one such counterpart in proving this Agreement. 7. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall nonetheless remain in full force and effect. 8. Applicable Law. This Agreement shall in all respects be governed by, and construed in accordance with, the substantive federal laws of the United States and the laws of the State of Texas. 9. Captions. The section headings appearing in this Agreement are for convenience of reference only and are not intended, to any extent and for any purpose, to limit or define the text of any section or any subsection hereof. 10. Capitalized Terms. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Corporations resolution authorizing the issuance of the Bonds. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 2 HOU:3709578.1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date and year first above written. ATTEST: Secretary HOU:3709578.1 \00, 11111,'' PEARLAND ECONOMIC DEVELOPMENT CORPORATION Chair CITY OF PEARLAND, TEXAS 7 Mayor EXHIBIT B BOND RESOLUTION HOU:3707288.2 GENERAL CERTIFICATE OF THE CITY OF PEARLAND, TEXAS THE STATE OF TEXAS COUNTIES OF BRAZORIA AND HARRIS CITY OF PEARLAND We, the undersigned officers of the CITY OF PEARLAND, TEXAS (the "City"), do hereby make and execute this certificate for the benefit of all persons interested in the $14,640,000 Pearland Economic Development Corporation Sales Tax Revenue Refunding Bonds, Series 2016 (the "Bonds") dated September 1, 2016, now in the process of issuance, as follows: 1. From August 8, 2016 to the date hereof, the following individuals were the duly elected and qualified Mayor and City Council of the City holding the offices opposite their names: Tom Reid Mayor Gary Moore Mayor Pro -Tem Tony Carbone Councilmember Derrick Reed Councilmember Keith Ordeneaux Councilmember Greg Hill Councilmember Trent Perez Councilmember 2. The City is a home rule municipality operating under its own charter, which has not been amended, repealed, changed or altered since August 1, 2016 the date of approval by the Attorney General of the State of Texas of the City of Pearland, Water and Sewer Revenue Bonds, Series 2016B and Water and Sewer Revenue Bonds, Series 2016C, which are the last obligations issued by or on behalf of the City. 3. On May 22, 1995, the City Council of the City by Ordinance No. 95-36, duly authorized the creation of the Pearland Economic Development Corporation (the "Corporation") and approved the initial Bylaws and Articles of Incorporation of the Corporation. A true, correct and full copy of the Ordinance creating the Corporation, including as exhibits the Articles of Incorporation and Bylaws of the Corporation is attached hereto as Exhibit "A." 4. Attached hereto as Exhibit "B" are true, correct, and full copies of the proceedings of the City pertaining to the levy of the one-half of one percent (1/2%) sales and use tax securing the Bonds (the "Sales Tax") and the election held on January 21, 1995 (the "Election") at which the Sales Tax was approved by the voters of the City. 5. Attached hereto as Exhibit "C" is a true, correct and full copy of the resolution of the City, adopted February 23, 2015, approving the amended Bylaws of the Corporation, which were adopted by the Corporation on January 29, 2015. 6. The City Council of the City has approved all programs and expenditures of the Corporation. f iOU:3'708085.1 7. No litigation is pending or, to the best of our knowledge, threatened, against the City or the Corporation with respect to the issuance or approval of the Bonds, the creation of the Corporation, or the title or authority of the governing body or directors of the Corporation. 8. The total Sales Tax Revenues received by the City on behalf of the Corporation for the past three fiscal years were as follows: Fiscal Year Ended September 30 Sales Tax Revenues 2013 $ 2014 $ 2015 $ 9. The City Council of the City has not taken any action to change the structure, organization, programs, or activities of the Corporation which would limit the effectiveness of the Resolution and other documents relating to the issuance, sale, or delivery of the Bonds or which would otherwise affect the issuance of the Bonds, nor has the existence of the Corporation been terminated. 10. The City has not created any other corporations, other than the Corporation, under section 4B of Article 5190.6, Texas Revised Civil Statutes, now codified as Chapter 505, Texas Local Government Code, as amended (the "Act"). 11. The City was and is eligible to create the Corporation under the Act as a city that has a population of fewer than 50,000 according to the most recent federal decennial census that is located in two or more counties, one of which has a population of 500,000 or greater according to the most recent federal decennial census. 12. The combined rate of all sales and use taxes, including the Sales Tax, imposed by the City and other political subdivisions of the State of Texas having territory in the City did not exceed two percent (2%) at the time the Sales Tax was adopted by the City and such combined sales and use taxes do not currently exceed two percent (2%). 13. The City was and is eligible under section 321.101(b) of the Tax Code to adopt the additional sales and use tax approved by the voters at an election held on January 21, 1995, to be used to reduce the property tax rate. 14. The election to adopt the Sales Tax, held within the City on January 21, 1995 was not held earlier than one year after the date of any previous election held in the City under Chapter 321 of the Tax Code. 15. On August 8, 2016, the Board of Directors of the Corporation consisted of the following individuals: Rushi Patel Chair Lucy Stevener Vice Chair Brandon Dansby Secretary Jeff Barry Director 2 11OU:3708085.1 Mona Chavarria Director Hugh Patton Director Reid Wendell Director All officers meet the requirements of Section 3.03 of the Amended Bylaws of the Corporation. 16. The Attorney General of the State of Texas is hereby authorized to date this certificate on and as of the date of his approval of the Bonds, and this Certificate and the matters certified herein shall be deemed for all purposes to be true, accurate, and correct on and as of that date, and on and as of the date of delivery of the Bonds unless the City, through one of the undersigned officers, has notified the Attorney General, the Corporation, and the purchaser of the Bonds in writing to the contrary prior to either of such dates. [Remainder of page intentionally left blank] 3 HOU:3708085.1 -147 WITNESS OUR HANDS AND THE OFFICIAL SEAL OF THE CITY, this 3 day of August, 2016. (SEAL) HOU:3708085.1 CITY OF PEARLAND, TEXAS Mayor S-1