HomeMy WebLinkAboutOrd 1202-2026-05 Issuance of Special Assessment Revenue Bonds Series 2026 (Sherley Tract PID 2 Areas 2-4)INDENTURE OF TRUST
By and Between
CITY OF ANNA, TEXAS
and
REGIONS BANK
as Trustee
DATED AS OF JUNE 1, 2026
SECURING
10,016,000
CITY OF ANNA, TEXAS
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2026
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
IMPROVEMENT AREAS #2-4 PROJECTS)
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TABLE OF CONTENTS
TABLE OF CONTENTS ............................................................................................................. 2
INDENTURE OF TRUST ............................................................................................................ 6
ARTICLE I. DEFINITIONS, FINDINGS AND INTERPRETATION ........................................ 9
SECTION 1.1. DEFINITIONS. ............................................................................................ 9
SECTION 1.2. FINDINGS. ................................................................................................. 19
SECTION 1.3. TABLE OF CONTENTS, TITLES AND HEADINGS. ......................... 19
SECTION 1.4. INTERPRETATION. ................................................................................ 20
ARTICLE II. THE BONDS ......................................................................................................... 20
SECTION 2.1. SECURITY FOR THE BONDS. .............................................................. 20
SECTION 2.2. LIMITED OBLIGATIONS. ..................................................................... 20
SECTION 2.3. AUTHORIZATION FOR INDENTURE. ............................................... 21
SECTION 2.4. CONTRACT WITH OWNERS AND TRUSTEE. ................................. 21
ARTICLE III. AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING
THE BONDS ................................................................................................................................ 21
SECTION 3.1. AUTHORIZATION. .................................................................................. 21
SECTION 3.2. DATE, DENOMINATION, MATURITIES, NUMBERS AND
INTEREST………………….. ................................................................................................ 21
SECTION 3.3. CONDITIONS PRECEDENT TO DELIVERY OF BONDS. ............... 22
SECTION 3.4. MEDIUM, METHOD AND PLACE OF PAYMENT. ........................... 22
SECTION 3.5. EXECUTION AND REGISTRATION OF BONDS. ............................. 23
SECTION 3.6. REFUNDING BONDS............................................................................... 24
SECTION 3.7. OWNERSHIP. ............................................................................................... 25
SECTION 3.8. REGISTRATION, TRANSFER AND EXCHANGE. ............................ 25
SECTION 3.9. CANCELLATION. .................................................................................... 26
SECTION 3.10. TEMPORARY BONDS............................................................................. 26
SECTION 3.11. REPLACEMENT BONDS. ....................................................................... 26
SECTION 3.12. BOOK-ENTRY-ONLY SYSTEM. ........................................................... 27
SECTION 3.13. SUCCESSOR SECURITIES DEPOSITORY: TRANSFER OUTSIDE
BOOK-ENTRY-ONLY SYSTEM. ........................................................................................ 28
SECTION 3.14. PAYMENTS TO CEDE & CO. ................................................................ 29
ARTICLE IV. REDEMPTION OF BONDS BEFORE MATURITY ......................................... 29
SECTION 4.1. LIMITATION ON REDEMPTION. ........................................................ 29
SECTION 4.2. MANDATORY SINKING FUND REDEMPTION. ............................... 29
SECTION 4.3. OPTIONAL REDEMPTION. ................................................................... 31
SECTION 4.5. PARTIAL REDEMPTION. ...................................................................... 31
SECTION 4.6. NOTICE OF REDEMPTION TO OWNERS. ........................................ 32
SECTION 4.7. PAYMENT UPON REDEMPTION. ....................................................... 32
SECTION 4.8. EFFECT OF REDEMPTION. .................................................................. 33
ARTICLE V. FORM OF THE BONDS ...................................................................................... 33
SECTION 5.1. FORM GENERALLY. .............................................................................. 33
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SECTION 5.2. FORM OF THE BONDS. ......................................................................... 34
SECTION 5.3. CUSIP REGISTRATION. ........................................................................ 42
SECTION 5.4. LEGAL OPINION. .................................................................................... 42
ARTICLE VI. FUNDS AND ACCOUNTS ................................................................................ 42
SECTION 6.1. ESTABLISHMENT OF FUNDS AND ACCOUNTS. ............................ 42
SECTION 6.2. INITIAL DEPOSITS TO FUNDS AND ACCOUNTS. .......................... 43
SECTION 6.3. PLEDGED REVENUE FUND.................................................................. 44
SECTION 6.4. BOND FUND. ............................................................................................. 45
SECTION 6.5. PROJECT FUND. ...................................................................................... 46
SECTION 6.6. REDEMPTION FUND. ............................................................................. 47
SECTION 6.7. RESERVE FUND....................................................................................... 48
SECTION 6.8. REBATE FUND: REBATABLE ARBITRAGE. .................................... 49
SECTION 6.9. ADMINISTRATIVE FUND. .................................................................... 50
SECTION 6.10. INVESTMENT OF FUNDS. ..................................................................... 50
ARTICLE VII. COVENANTS .................................................................................................... 52
SECTION 7.1. CONFIRMATION OF ASSESSMENT. .................................................. 52
SECTION 7.2. COLLECTION AND ENFORCEMENT OF ASSESSMENT. ............. 52
SECTION 7.3. AGAINST ENCUMBRANCES. ............................................................... 53
SECTION 7.4. RECORDS, ACCOUNTS, ACCOUNTING REPORTS. ....................... 53
SECTION 7.5. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON
BONDS…………... .................................................................................................................. 53
ARTICLE VIII. LIABILITY OF CITY ....................................................................................... 56
SECTION 8.1. LIABILITY OF CITY. .............................................................................. 56
ARTICLE IX. THE TRUSTEE ................................................................................................... 57
SECTION 9.1. ACCEPTANCE OF TRUST; TRUSTEE AS REGISTRAR AND
PAYING AGENT…….. ......................................................................................................... 57
SECTION 9.2. TRUSTEE ENTITLED TO INDEMNITY. ............................................. 58
SECTION 9.3. RESPONSIBILITIES OF THE TRUSTEE. ........................................... 58
SECTION 9.4. PROPERTY HELD IN TRUST. .............................................................. 60
SECTION 9.5. TRUSTEE PROTECTED IN RELYING ON CERTAIN
DOCUMENTS………. ........................................................................................................... 60
SECTION 9.6. COMPENSATION. ................................................................................... 60
SECTION 9.7. PERMITTED ACTS. ................................................................................. 61
SECTION 9.8. RESIGNATION OF TRUSTEE. .............................................................. 61
SECTION 9.9. REMOVAL OF TRUSTEE. ..................................................................... 61
SECTION 9.10. SUCCESSOR TRUSTEE. ......................................................................... 62
SECTION 9.11. TRANSFER OF RIGHTS AND PROPERTY TO SUCCESSOR
TRUSTEE………….. .............................................................................................................. 62
SECTION 9.12. MERGER, CONVERSION OR CONSOLIDATION OF TRUSTEE. . 63
SECTION 9.13. TRUSTEE TO FILE CONTINUATION STATEMENTS. ................... 63
SECTION 9.14. ACCOUNTS, PERIODIC REPORTS AND CERTIFICATES............. 63
SECTION 9.15. CONSTRUCTION OF INDENTURE. .................................................... 64
ARTICLE X. MODIFICATION OR AMENDMENT OF THIS INDENTURE ........................ 64
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SECTION 10.1. AMENDMENTS PERMITTED. .............................................................. 64
SECTION 10.2. OWNERS' MEETINGS. ........................................................................... 65
SECTION 10.3. PROCEDURE FOR AMENDMENT WITH WRITTEN CONSENT OF
OWNERS………. .................................................................................................................... 65
SECTION 10.4. PROCEDURE FOR AMENDMENT NOT REQUIRING OWNER
CONSENT………….. ............................................................................................................. 66
SECTION 10.5. EFFECT OF SUPPLEMENTAL INDENTURE. ................................... 66
SECTION 10.6. ENDORSEMENT OR REPLACEMENT OF BONDS ISSUED AFTER
AMENDMENTS. .................................................................................................................... 66
SECTION 10.7. AMENDATORY ENDORSEMENT OF BONDS. ................................ 67
SECTION 10.8. WAIVER OF DEFAULT. ......................................................................... 67
SECTION 10.9. EXECUTION OF SUPPLEMENTAL INDENTURE. ........................... 67
ARTICLE XI. DEFAULT AND REMEDIES ............................................................................. 67
SECTION 11.1. EVENTS OF DEFAULT. .......................................................................... 67
SECTION 11.2. IMMEDIATE REMEDIES FOR DEFAULT. ........................................ 68
SECTION 11.3. RESTRICTION ON OWNER'S ACTION. ............................................. 69
SECTION 11.4. APPLICATION OF REVENUES AND OTHER MONEYS AFTER
DEFAULT…………………………………………………………………………………... 70
SECTION 11.5. EFFECT OF WAIVER. ............................................................................ 70
SECTION 11.6. EVIDENCE OF OWNERSHIP OF BONDS. .......................................... 71
SECTION 11.7. NO ACCELERATION. ............................................................................. 71
SECTION 11.8. MAILING OF NOTICE. ........................................................................... 71
SECTION 11.9. EXCLUSION OF BONDS. ....................................................................... 71
ARTICLE XII. GENERAL COVENANTS AND REPRESENTATIONS ................................ 72
SECTION 12.1. REPRESENTATIONS AS TO TRUST ESTATE. ................................. 72
SECTION 12.2. GENERAL. ................................................................................................. 72
ARTICLE XIII. SPECIAL COVENANTS ................................................................................. 72
SECTION 13.1. FURTHER ASSURANCES; DUE PERFORMANCE. .......................... 72
SECTION 13.2. OTHER OBLIGATIONS OR OTHER LIENS; REFUNDING BONDS.
73
SECTION 13.3. BOOKS OF RECORD. ............................................................................. 73
ARTICLE XIV. PAYMENT AND CANCELLATION OF THE BONDS AND SATISFACTION
OF THE INDENTURE ................................................................................................................. 73
SECTION 14.1. TRUST IRREVOCABLE. ........................................................................ 73
SECTION 14.2. SATISFACTION OF INDENTURE. ....................................................... 73
SECTION 14.3. BONDS DEEMED PAID. ......................................................................... 74
ARTICLE XV. MISCELLANEOUS ............................................................................................ 75
SECTION 15.1. BENEFITS OF INDENTURE LIMITED TO PARTIES. ..................... 75
SECTION 15.2. SUCCESSOR IS DEEMED INCLUDED IN ALL REFERENCES TO
PREDECESSOR………….. ................................................................................................... 75
SECTION 15.3. EXECUTION OF DOCUMENTS AND PROOF OF OWNERSHIP BY
OWNERS……………….. ....................................................................................................... 75
SECTION 15.4. NO WAIVER OF PERSONAL LIABILITY. ......................................... 75
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SECTION 15.5. NOTICES TO AND DEMANDS ON CITY AND TRUSTEE. ............. 76
SECTION 15.6. PARTIAL INVALIDITY. ......................................................................... 76
SECTION 15.7. APPLICABLE LAWS. .............................................................................. 76
SECTION 15.8. PAYMENT ON BUSINESS DAY. ........................................................... 76
SECTION 15.9. COUNTERPARTS. ................................................................................... 77
SECTION 15.10. TEXAS GOVERNMENT CODE VERIFICATIONS ........................ 77
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INDENTURE OF TRUST
THIS INDENTURE, dated as of June 1, 2026, is by and between the CITY OF ANNA,
TEXAS (the "City"), and REGIONS BANK, an Alabama state banking corporation with offices
in Dallas, Texas, as trustee (together with its successors, the "Trustee"). Capitalized terms used in
the preambles, recitals and granting clauses and not otherwise defined shall have the meanings
assigned thereto in Article I.
WHEREAS, on October 20, 2020, a petition (the "Petition") was submitted and filed with
the City Secretary of the City (the "City Secretary") pursuant to the Public Improvement District
Assessment Act, Chapter 372, Texas Local Government Code, as amended (the "Act" or "PID
Act"), requesting the creation of a public improvement district located within the City to be known
as "Sherley Tract Public Improvement District No. 2" (the "District"); and
WHEREAS, the Petition contained the signatures of the owners of taxable real property
representing more than fifty percent of the appraised value of taxable real property liable for
assessment within the District, as determined by the then current ad valorem tax rolls of the
Rockwall Central Appraisal District, and the signatures of record property owners who own
taxable real property that constitutes more than fifty percent of the area of all taxable property that
is liable for assessment by the District; and
WHEREAS, on November 10, 2020, the City Council of the City (the "City Council")
adopted Resolution No. 2020-11-825 accepting the Petition and calling a public hearing on the
creation of the District December 8, 2020; and
WHEREAS, after due notice, on December 8, 2020 the City Council opened, conducted
and closed the public hearing in the manner required by law on the advisability of the improvement
projects and services described in the Petition as required by Section 372.009 of the PID Act and
made the findings required by Section 372.009(b) of the PID Act and, by Resolution No. 2020-12-
839 adopted by the City Council (the "Creation Resolution"), authorized the District in accordance
with its finding as to the advisability of the improvement projects and services; and
WHEREAS, following the adoption of the Creation Resolution, the City published notice
of its authorization of the District in a newspaper of general circulation in the City and in the
extraterritorial jurisdiction of the City where the District is located; and
WHEREAS, no written protests of the District from any owners of record of property
within the District were filed with the City Secretary within 20 days after the date of publication
of such notice; and
WHEREAS, the City, pursuant to Section 372.016(b) of the PID Act, published notice of
a public hearing in a newspaper of general circulation in the City to consider the proposed
Improvement Areas #2-4 Assessment Rolls" and the "Service and Assessment Plan" and the levy
of the "Improvement Areas #2-4 Assessments" on property within "Improvement Areas #2-4" (each
as hereinafter defined)of the District; and
WHEREAS, the City, pursuant to Section 372.016(c) of the PID Act, mailed notice of the
public hearing to consider the proposed Improvement Areas #2-4 Assessment Rolls and the
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Service and Assessment Plan and the levy of Improvement Areas #-2-4 Assessments on property
within Improvement Areas #2-4 of the District to the last known address of the owners of the
property liable for the Improvement Areas #2-4 Assessments; and
WHEREAS, on April 28, 2026, the City Council called for a public hearing to be held to
consider the proposed Improvement Areas #2-4 Assessment Rolls, the 2026 Amended and
Restated Service and Assessment Plan (including the Improvement Areas #2-4 Assessment Rolls)
the "Service and Assessment Plan"), the levy of the Improvement Areas #2-4 Assessments on the
Improvement Areas #2-4 Assessed Property, and on May 8, 2026, the City (i) published notice of
such public hearing in a newspaper of general circulation in the City and in the extraterritorial
jurisdiction of the City where the proposed improvements are to be undertaken pursuant to Section
372.016(b) of the Act and (ii) mailed notice of such public hearing to the last known address of
the owners of the property liable for the Improvement Areas #2-4 Assessments; and
WHEREAS, the City Council convened the public hearing on May 26, 2026, at which all
persons who appeared, or requested to appear, in person or by their attorney, were given the
opportunity to contend for or contest the Service and Assessment Plan and the Improvement Areas
2-4 Assessments, and to offer testimony pertinent to any issue presented on the amount or
allocation of the Improvement Areas #2-4 Assessments, the allocation of Actual Costs of the
Improvement Areas #2-4 Improvements, the purposes of the Improvement Areas #2-4
Assessments, the special benefits of the Improvement Areas #2-4 Assessments and the penalties
and interest on annual installments and on delinquent annual installments of the Improvement
Areas #2-4 Assessments; and
WHEREAS, at the May 26, 2026 public hearing referenced above, there were no written
objections or evidence submitted to the City Secretary in opposition to the Service and Assessment
Plan, the allocation of the Actual Costs of the Improvement Areas #2-4 Improvements,
Improvement Areas #2-4 Assessments, or the levy of the Improvement Areas #2-4 Assessments;
and
WHEREAS, the City Council closed the public hearing and, after considering all written
and documentary evidence presented at the public hearing, including all written comments and
statements filed with the City, at the meeting held on May 26, 2026, approved and accepted the
Service and Assessment Plan in conformity with the requirements of the PID Act and adopted an
ordinance (the "Assessment Ordinance") which approved the Service and Assessment Plan,
including the Improvement Areas #2-4 Assessment Rolls, and levied the Improvement Areas #2-
2-4 Assessments on the Improvement Areas #2-4 Assessed Property; and
WHEREAS, the City Council is authorized by the PID Act to issue revenue bonds payable
from the respective Assessment for the purpose of (i) paying a portion of the Actual Costs of the
Improvement Areas #2-4 Improvements, (ii) paying a portion of the interest on the Bonds during
and after the period of acquisition and construction of the Improvement Areas #2-4 Improvements,
iii) funding a reserve fund for payment of principal and interest on the Bonds, (iv) paying a portion
of the costs incidental to the organization of the District, and (v) paying the costs of issuance of
the Bonds; and
WHEREAS, the City Council now desires to issue its revenue bonds, in accordance with
the PID Act, such bonds to be entitled "City of Anna, Texas, Special Assessment Revenue Bonds,
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Series 2026 (Sherley Tract Public Improvement District No. 2 Improvement Areas #2-4 Projects)"
the "Bonds"), such Bonds being payable solely from the Trust Estate and for the purposes set forth
in this preamble; and
WHEREAS, the Trustee has agreed to accept the trusts herein created upon the terms set
forth in this Indenture;
NOW, THEREFORE, the City, in consideration of the foregoing premises and acceptance
by the Trustee of the trusts herein created, of the purchase and acceptance of the Bonds by the
Owners thereof, and of other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, does hereby GRANT, CONVEY, PLEDGE, TRANSFER, ASSIGN,
and DELIVER to the Trustee for the benefit of the Owners, a security interest in all of the moneys,
rights and properties described in the Granting Clauses hereof, as follows (collectively, the "Trust
Estate"):
FIRST GRANTING CLAUSE
The Pledged Revenues, as herein defined, including all moneys and investments held in
the Pledged Funds, including any contract or any evidence of indebtedness related thereto or other
rights of the City to receive any of such moneys or investments, whether now existing or hereafter
coming into existence, and whether now or hereafter acquired; and
SECOND GRANTING CLAUSE
Any and all other property or money of every name and nature which is, from time to time
hereafter by delivery or by writing of any kind, conveyed, pledged, assigned or transferred, to the
Trustee as additional security hereunder by the City or by anyone on its behalf or with its written
consent, and the Trustee is hereby authorized to receive any and all such property or money at any
and all times and to hold and apply the same subject to the terms thereof; and
THIRD GRANTING CLAUSE
Any and all proceeds of the foregoing property and proceeds from the investment of the
foregoing property;
TO HAVE AND TO HOLD the Trust Estate, whether now owned or hereafter acquired,
unto the Trustee and its successors or assigns;
IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth for the benefit of
all present and future Owners of the Bonds from time to time issued under and secured by this
Indenture, and for enforcement of the payment of the Bonds in accordance with their terms, and
for the performance of and compliance with the obligations, covenants, and conditions of this
Indenture;
PROVIDED, HOWEVER, if the City or its assigns shall well and truly pay, or cause to be
paid, the principal or Redemption Price of and the interest on the Bonds at the times and in the
manner stated in the Bonds, according to the true intent and meaning thereof, then this Indenture
and the rights hereby granted shall cease, terminate and be void; otherwise this Indenture is to be
and remain in full force and effect;
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IN ADDITION, the Bonds are special limited obligations of the City payable solely from
the Trust Estate, as and to the extent provided in this Indenture. The Bonds do not give rise to a
charge against the general credit or taxing powers of the City and are not payable except as
provided in this Indenture. Notwithstanding anything to the contrary herein, the Owners of the
Bonds shall never have the right to demand payment thereof out of any funds of the City other
than the Trust Estate. The City shall have no legal or moral obligation to pay for the Bonds out of
any funds of the City other than the Trust Estate.
THIS INDENTURE FURTHER WITNESSETH, and it is expressly declared, that all
Bonds issued and secured hereunder are to be issued, authenticated, and delivered and the Trust
Estate hereby created, assigned, and pledged is to be dealt with and disposed of under, upon and
subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses, and purposes as
hereinafter expressed, and the City has agreed and covenanted, and does hereby agree and
covenant, with the Trustee and with the respective Owners from time to time of the Bonds as
follows:
ARTICLE I
DEFINITIONS, FINDINGS AND INTERPRETATION
Section 1.1. Definitions.
Unless otherwise expressly provided or unless the context clearly requires otherwise in this
Indenture, the following terms shall have the meanings specified below:
Account", in the singular, means any of the accounts established pursuant to Section 6.1
of this Indenture, and "Accounts", in the plural, means, collectively, all of the accounts established
pursuant to Section 6.1 of this Indenture.
Actual Costs" means, as applicable in the relevant context, the actual costs of constructing
or acquiring the Improvement Area #2 Improvements, the Improvement Area #3 Improvements,
or the Improvement Area #4 Improvements, paid by or on behalf of the Developer (either directly
or through affiliates), including: (1) the costs for the design, planning, financing,
administration/management, acquisition, installation, construction and/or implementation of the
Improvement Areas #2-4 Improvements; (2) the fees paid for obtaining permits, licenses, or other
govern-mental approvals for the Improvement Areas #2-4 Improvements; (3) the costs for external
professional services, such as engineering, geotechnical, surveying, land planning, architectural
landscapers, appraisals, legal, accounting, and similar professional services; (4) the costs for all
labor, bonds, and materials, including equipment and fixtures, by contractors, builders, and
materialmen engaged in connection with the acquisition, construction, or implementation of the
Improvement Areas #2-4 Improvements; (5) all related permitting and public approval expenses,
architectural, engineering, consulting, and governmental fees and charges and (6) costs to
implement, administer, and manage the above described activities including, but not limited to, a
construction management fee equal to four percent (4%) of construction costs if managed by or on
behalf of the Developer.
Additional Interest" means the 0.50% additional interest charged on the applicable
Assessment pursuant to Section 372.018 of the PID Act.
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Administrative Fund" means that Fund established by Section 6.1 and administered
pursuant to Section 6.9.
Administrator" means the City or independent firm designated by the City who shall have
the responsibilities provided in the Service and Assessment Plan, any indenture, or any other
agreement or document approved by the City related to the duties and responsibilities of the
administration of the District.
Annual Collection Costs" mean the actual or budgeted costs and expenses related to the
operation of the District, including, but not limited to, costs and expenses for: (1) the
Administrator; (2) City staff; (3) legal counsel, engineers, accountants, financial advisors, and
other consultants engaged by the City; (4) calculating, collecting, and maintaining records with
respect to each Assessment and Annual Installment; (5) preparing and maintaining records with
respect to Assessment Rolls and Annual Service Plan Updates; (6) paying and redeeming Bonds;
7) investing or depositing each Assessment and Annual Installment; (8) complying with the
Service and Assessment Plan, the PID Act, and this Indenture, including the City's continuing
disclosure requirements; and (9) the paying agent/registrar and Trustee in connection with Bonds,
including their respective legal counsel. Annual Collection Costs collected but not expended in
any year shall be carried forward and applied to reduce Annual Collection Costs for subsequent
years.
Annual Debt Service" means, for each Bond Year, the sum of (i) the interest due on the
Outstanding Bonds in such Bond Year, assuming that the Outstanding Bonds are retired as
scheduled (including by reason of Sinking Fund Installments), and (ii) the principal amount of the
Outstanding Bonds due in such Bond Year (including any Sinking Fund Installments due in such
Bond Year).
Annual Installment" means the annual installment payment of an Assessment as calculated
by the Administrator and approved by the City Council, that includes: (1) the principal amount of
any Assessment; (2) the interest associated with any Assessment; (3) Additional Interest related to
the PID Bonds, if applicable; and (4) Annual Collection Costs, all as provided in the Service and
Assessment Plan.
Annual Service Plan Update" means an update to the Service and Assessment Plan
prepared no less frequently than annually by the Administrator and approved by the City Council.
Applicable Laws" means the PID Act, and all other laws or statutes, rules, or regulations,
and any amendments thereto, of the State or of the United States of America, by which the City
and its powers, securities, operations, and procedures are, or may be, governed or from which its
powers may be derived.
Assessed Property" means any Parcel within the District against which an Assessment is
levied, as provided in the Service and Assessment Plan.
Assessment" means, as applicable in the relevant context, the Improvement Area #2
Assessment, the Improvement Area #3 Assessment, and the Improvement Area #4 Assessment.
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Assessment Ordinance" means the ordinance adopted by the City Council on May 26,
2026 levying the Improvement Areas #2-4 Assessments on the Improvement Areas #2-4 Assessed
Property, as such ordinance be amended or supplemented from time to time.
Assessment Revenues" means the applicable revenues received by the City from the
collection of applicable Assessment, including Prepayments, each Annual Installment and
Foreclosure Proceeds.
Assessment Roll" means, as applicable in the relevant context, the respective document
attached to the Service and Assessment Plan as Exhibit G-1, Exhibit H-1 or Exhibit I-1, as updated,
modified or amended from time to time in accordance with the procedures set forth in the Service
and Assessment Plan and the PID Act.
Attorney General" means the Attorney General of the State.
Authorized Denomination" means $25,000 and any integral multiple of $1,000 in excess
thereof. The City prohibits any Bond to be issued in a denomination of less than $25,000 and
further prohibits the assignment of a CUSIP number to any Bond with a denomination of less than
25,000, and any attempt to accomplish either of the foregoing shall be void and of no effect.
Authorized Improvements" means, as applicable in the relevant context, the improvements
authorized by Section 372.003 of the PID Act, as depicted on Exhibit I-1, Exhibit I-3, and Exhibit
I-4 to the Service and Assessment Plan, and described in Section III of the Service and Assessment
Plan.
Bond" means any of the Bonds.
Bond Counsel" means McCall, Parkhurst & Horton L.L.P. or any other attorney or firm
of attorneys designated by the City that are nationally recognized for expertise in rendering
opinions as to the legality and tax-exempt status of securities issued by public entities.
Bond Fund" means the Fund established pursuant to Section 6.1 and administered
pursuant to Section 6.4 of this Indenture.
Bond Improvement Account of the Project Fund" means, as applicable in the relevant
context, the Improvement Area #2 Bond Improvement Account, the Improvement Area #3 Bond
Improvement Account, and the Improvement Area #4 Bond Improvement Account within the
Project Fund established pursuant to Section 6.1 of this Indenture.
Bond Issuance Costs" means the costs associated with issuing Bonds, including but not
limited to attorney fees, financial advisory fees, consultant fees, appraisal fees, printing costs,
publication costs, reserve fund requirements, underwriter's discount, fees charged by the Texas
Attorney General, and any other cost or expense incurred by the City directly associated with the
issuance of any series of Bonds.
Bond Ordinance" means the ordinance adopted by the City Council on May 26, 2026
authorizing the issuance of the Bonds pursuant to this Indenture and approving the Service and
Assessment Plan reflecting the issuance of the Bonds.
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Bond Pledged Revenue Account" means the Account in the Pledged Revenue Fund
established pursuant to Section 6.1 of this Indenture.
Bond Year" means the one-year period beginning on October 1 in each year and ending
on September 30 in the following year.
Bonds" means the City's bonds authorized to be issued by Section 3.1 of this Indenture
entitled "City of Anna, Texas, Special Assessment Revenue Bonds, Series 2026 (Sherley Tract
Public Improvement District No. 2 Improvement Areas #2-4 Projects)" and, in the event the City
issues Refunding Bonds pursuant to Section 13.2 hereof, the term "Bonds" shall include such
Refunding Bonds.
Business Day" means any day other than a Saturday, Sunday or legal holiday in the State
observed as such by the City or the Trustee or any national holiday observed by the Trustee.
Certificate for Payment" means a certificate substantially in the form of Exhibit B attached
to the Reimbursement Agreement and executed by a Person approved by the City Representative
that is delivered to the City Representative and the Trustee specifying the amount of work
performed and the Costs thereof, and requesting payment for such Costs from money on deposit
in the Project Fund as further described in the Reimbursement Agreement and Section 6.5 of this
Indenture.
City Order" means a certificate containing written instructions by the City, signed by the
City Representative and delivered to the Trustee.
City Representative" means that official or agent of the City authorized by the City
Council to undertake the action referenced herein.
Code" means the Internal Revenue Code of 1986, as amended, including applicable
regulations, published rulings and court decisions.
Comptroller" means the Comptroller of Public Accounts of the State.
Costs of Issuance Account" means the Account in the Project Fund established pursuant
to Section 6.1 of this Indenture.
Defeasance Securities" means Investment Securities then authorized by applicable law
for the investment of funds to defease public securities.
Delinquency and Prepayment Reserve Account" means the reserve account administered
by the City and segregated from other funds of the City and established by Section 6.1 of this
Indenture.
Delinquency and Prepayment Reserve Requirement" means an amount equal to 3.85% of
the principal amount of the then Outstanding Bonds to be funded from Additional Interest
deposited to the Pledged Revenue Fund and transferred to the Delinquency and Prepayment
Reserve Account.
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Delinquent Collection Costs" mean interest, penalties and expenses incurred or imposed
with respect to any delinquent Annual Installment of an Assessment in accordance with
372.018(b) of the PID Act and the costs related to pursuing collection of a delinquent Assessment
and foreclosing the lien against the Assessed Property, including attorneys' fees.
Delivery Date" means June 23, 2026, which is the date of delivery of the Bonds to the
initial purchaser or purchasers thereof against payment therefor.
Designated Payment/Transfer Office" means (i) with respect to the initial Paying
Agent/Registrar named in this Indenture, the transfer/payment office designated by the Paying
Agent/Registrar, which shall initially be located in Dallas, Texas, and (ii) with respect to any
successor Paying Agent/Registrar, the office of such successor designated and located as may be
agreed upon by the City and such successor.
Developer" means MM Anna 325, LLC, a Texas limited company, and any successor
thereto.
DTC" means The Depository Trust Company of New York, New York, or any successor
securities depository.
DTC Participant" means brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations on whose behalf DTC was created to hold securities
to facilitate the clearance and settlement of securities transactions among DTC Participants.
Foreclosure Proceeds" means the proceeds, including interest and penalty interest,
received by the City from the enforcement of an Assessment against any Assessed Property,
whether by foreclosure of lien or otherwise, but excluding and net of all Delinquent Collection
Costs.
Fund", in the singular, means any of the funds established pursuant to Section 6.1 of this
Indenture, and "Funds", in the plural, means, collectively, all of the funds established pursuant to
Section 6.1 of this Indenture.
Improvement Area #2" means approximately 30.957 acres located within the District, as
more specifically described in Exhibit O-3 to the SAP, and depicted on Exhibit A-3 to the SAP.
Improvement Area #2 Assessed Property" means any Parcel within Improvement Area #2
against which an Improvement Area #2 Assessment is levied.
Improvement Area #2 Assessment" means an Assessment levied against Improvement
Area #2 Assessed Property to pay the Actual Costs of the Improvement Area #2 Authorized
Improvements, which Improvement Area #2 Assessment is imposed pursuant to the Assessment
Ordinance and the provisions of the SAP, as shown on the Improvement Area #2 Assessment Roll,
and is subject to reallocation upon the subdivision of such Parcel or reduction pursuant to the
provisions set forth in Section VI of the SAP and in the PID Act.
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Improvement Area #2 Assessment Roll" means the Assessment Roll for the Improvement
Area #2 Assessed Property, as updated, modified or amended from time to time in accordance with
the procedures set forth in the SAP and in the PID Act, including any updates prepared in
connection with the issuance of Bonds or any Annual Service Plan Updates. The Improvement
Area #2 Assessment Roll is included in the SAP as Exhibit G-1.
Improvement Area #2 Authorized Improvements" means, collectively, (1) the
Improvement Area #2 Improvements; (2) Bond Issuance Costs associated with the issuance of the
Bonds allocable to Improvement Area #2; and (3) the first year's Annual Collection Costs related
to the Bonds allocable to Improvement Area #2.
Improvement Area #2 Improvements" means the Authorized Improvements that confer a
special benefit to all the Improvement Area #2 Assessed Property, as further described in Section
III.B and depicted on Exhibit K-3 to the SAP.
Improvement Area #3" means approximately 12.414 acres located within Improvement
Area #2 of the District, as more specifically described in Exhibit O-4 to the SAP and depicted on
Exhibit A-3 to the SAP.
Improvement Area #3 Assessed Property" means any Parcel within Improvement Area #3
against which an Improvement Area #3 Assessment is levied.
Improvement Area #3 Assessment" means an Assessment levied against Improvement
Area #3 Assessed Property to pay the Actual Costs of the Improvement Area #3 Authorized
Improvements, which Improvement Area #3 Assessment is imposed pursuant to the Assessment
Ordinance and the provisions of the Service and Assessment Plan, as shown on the Improvement
Area #3 Assessment Roll, and is subject to reallocation upon the subdivision of such Parcel or
reduction pursuant to the provisions set forth in Section VI of the Service and Assessment Plan
and in the PID Act.
Improvement Area #3 Assessment Roll" means the Assessment Roll for the Improvement
Area #3 Assessed Property, as updated, modified or amended from time to time in accordance with
the procedures set forth in the Service and Assessment Plan and in the PID Act, including any
updates prepared in connection with the issuance of Bonds or any Annual Service Plan Updates.
The Improvement Area #3 Assessment Roll is included in Service and Assessment Plan as Exhibit
H-1.
Improvement Area #3 Authorized Improvements" means, collectively, (1) the
Improvement Area #3 Improvements; (2) Bond Issuance Costs associated with the issuance of the
Bonds allocable to Improvement Area #3; and (3) the first year's Annual Collection Costs related
to the Bonds allocable to Improvement Area #3.
Improvement Area #3 Improvements" means the Authorized Improvements that confer a
special benefit to all the Improvement Area #3 Assessed Property, as further described in Section
III.C and depicted on Exhibit K-4 to the Service and Assessment Plan.
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Improvement Area #4" means approximately 12.256 acres located within the District,
more specifically described in Exhibit O-5 and depicted on Exhibit A-3 to the Service and
Assessment Plan.
Improvement Area #4 Assessed Property" means any Parcel within Improvement Area #4
against which an Improvement Area #4 Assessment is levied.
Improvement Area #4 Assessment" means an Assessment levied against Improvement
Area #4 Assessed Property to pay the Actual Costs of the Improvement Area #4 Authorized
Improvements, which Improvement Area #4 Assessment is imposed pursuant to the Assessment
Ordinance and the provisions of the Service and Assessment Plan, as shown on the Improvement
Area #4 Assessment Roll, and is subject to reallocation upon the subdivision of such Parcel or
reduction pursuant to the provisions set forth in Section VI of the Service and Assessment Plan
and in the PID Act.
Improvement Area #4 Assessment Roll" means the Assessment Roll for the Improvement
Area #4 Assessed Property, as updated, modified or amended from time to time in accordance with
the procedures set forth in the Service and Assessment Plan and in the PID Act, including any
updates prepared in connection with the issuance of Bonds or any Annual Service Plan Updates.
The Improvement Area #4 Assessment Roll is included in the Service and Assessment Plan as
Exhibit I-1.
Improvement Area #4 Authorized Improvements" means, collectively, (1) the
Improvement Area #4 Improvements; (2) Bond Issuance Costs associated with the issuance of the
Bonds allocable to Improvement Area #4; and (3) the first year's Annual Collection Costs related
to the Bonds.
Improvement Area #4 Capitalized Interest Account" means the Improvement Area #4
Capitalized Interest Account in the Bond Fund established pursuant to Section 6.1 of this
Indenture.
Improvement Area #4 Improvements" means the Authorized Improvements which only
benefit the Improvement Area #4 Assessed Property, as further described in Section III.D and
depicted on Exhibit K-5 to the Service and Assessment Plan.
Improvement Areas #2-4" means, collectively, Improvement Area #2 of the District,
Improvement Area #3 of the District, and Improvement Area #4 of the District.
Improvement Areas #2-4 Assessment Rolls" means, collectively, the Improvement Area
2 Assessment Roll, the Improvement Area #3 Assessment Roll, and the Improvement Area #4
Assessment Roll.
Improvement Areas #2-4 Assessments" means, collectively, the Improvement Area #2
Assessment, the Improvement Area #3 Assessment, and the Improvement Area #4 Assessment.
Improvement Areas #2-4 Improvements" means, collectively, the Improvement Area #2
Improvements, the Improvement Area #3 Improvements, and the Improvement Area #4
Improvements.
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Indenture" means this Indenture of Trust as originally executed or as it may be from time
to time supplemented or amended by one or more indentures supplemental hereto and entered into
pursuant to the applicable provisions hereof.
Independent Financial Consultant" means any consultant or firm of such consultants
appointed by the City who, or each of whom: (i) is judged by the City, as the case may be, to have
experience in matters relating to the issuance and/or administration of the Bonds; (ii) is in fact
independent and not under the domination of the City; (iii) does not have any substantial interest,
direct or indirect, with or in the City, or any owner of real property in the District, or any real
property in the District; and (iv) is not connected with the City as an officer or employee of the
City, but who may be regularly retained to make reports to the City.
Initial Bonds" means the Initial Bonds authorized by Section 5.2 of this Indenture.
Interest Payment Date" means the date or dates upon which interest on the Bonds is
scheduled to be paid until their respective dates of maturity or prior redemption, such dates being
on March 15 and September 15 of each year, commencing March 15, 2027.
Investment Securities" means those authorized investments described in the Public Funds
Investment Act, Chapter 2256, Government Code, as amended, which investments are, at the time
made, included in and authorized by the City's official investment policy as approved by the City
Council from time to time.
Major Improvements" has the meaning assigned thereto in the Service and Assessment
Plan.
Original Service and Assessment Plan" has the meaning assigned thereto in the preambles
to this Indenture.
Outstanding" means, as of any particular date when used with reference to Bonds, all
Bonds authenticated and delivered under this Indenture except (i) any Bond that has been canceled
by the Trustee (or has been delivered to the Trustee for cancellation) at or before such date, (ii)
any Bond for which the payment of the principal or Redemption Price of and interest on such Bond
shall have been made as provided in Article IV, (iii) any Bond in lieu of or in substitution for
which a new Bond shall have been authenticated and delivered pursuant to Section 3.10 and (iv)
Bond alleged to have been mutilated, destroyed, lost or stolen which have been paid as provided
in this Indenture.
Owner" means the Person who is the registered owner of a Bond or Bonds, as shown in
the Register, which shall be Cede & Co., as nominee for DTC, so long as the Bonds are in book-
entry only form and held by DTC as securities depository in accordance with Section 3.11.
Parcel" or "Parcels" means a specific property within the District identified by either a
tax parcel identification number assigned by the Collin Central Appraisal District for real property
tax purposes, by legal description, or by lot and block number in a final subdivision plat recorded
in the real property records of Collin County, Texas, or by any other means determined by the
City.
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Paying Agent/Registrar" means initially the Trustee, or any successor thereto as provided
in this Indenture.
Person" or "Persons" means any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
Pledged Funds" means, collectively, the Pledged Revenue Fund, the Bond Fund, the
Project Fund, the Reserve Fund and the Redemption Fund.
Pledged Revenue Fund" means that Fund established pursuant to Section 6.1 and
administered pursuant to Section 6.3 of this Indenture.
Pledged Revenues" means, collectively, the (i) Assessment Revenues (excluding the
portion of the applicable Assessment and Annual Installment collected for the payment of Annual
Collection Costs and Delinquent Collection Costs, as set forth in the Service and Assessment Plan,
ii) the moneys held in any of the Pledged Funds and (iii) any additional revenues that the City
may pledge to the payment of the Bonds.
Prepayment" means the payment of all or a portion of an Assessment before the due date
of the final Annual Installment thereof. Amounts received at the time of a Prepayment which
represent a payment of principal, interest, or penalties on a delinquent installment of an
Assessment are not to be considered a Prepayment, but rather are to be treated as the payment of
the regularly scheduled Annual Installment.
Principal and Interest Account" means the Account in the Bond Fund established pursuant
to Section 6.1 of this Indenture.
Project Fund" means that Fund established pursuant to Section 6.1 and administered
pursuant to Section 6.5.
Purchaser" means the initial purchaser of the Bonds.
Rebatable Arbitrage" means rebatable arbitrage as defined in Section 1.148-3 of the
Treasury Regulations.
Rebate Fund" means that Fund established pursuant to Section 6.1 and administered
pursuant to Section 6.8 of this Indenture.
Record Date" means the close of business on the last Business Day of the month next
preceding an Interest Payment Date.
Redemption Fund" means that Fund established pursuant to Section 6.1 and administered
pursuant to Section 6.6.
Redemption Price" means, when used with respect to any Bond or portion thereof, the
principal amount of such Bond or such portion thereof plus the applicable premium, if any, plus
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accrued and unpaid interest on such Bond to the date fixed for redemption payable upon
redemption thereof pursuant to this Indenture.
Refunding Bonds" means bonds issued to refund all or any portion of the Outstanding
Bonds and secured by a parity lien with the Outstanding Bonds on the Trust Estate, as more
specifically described in the indenture authorizing such Refunding Bonds.
Register" means the register specified in Article III of this Indenture.
Reimbursement Agreement" means that certain Remainder Area Funding and
Reimbursement Agreement, Sherley Tract Public Improvement District No. 2, entered into and
effective as of February 10, 2026 between the City and the Developer, as may be amended and/or
supplemented from time to time.
Reserve Account" means the Account in the Reserve Fund established pursuant to Section
6.1 of this Indenture.
Reserve Fund" means that Fund established pursuant to Section 6.1 and administered
pursuant to Section 6.7.
Reserve Fund Obligations" means cash or Investment Securities.
Reserve Account Requirement" means 100% of average Annual Debt Service on the
Bonds as of the date of issuance (excluding payments to be made from the Improvement Area #4
Capitalized Interest Account); provided, however, that such amount shall be reduced by the
amount of any transfers made pursuant to Section 6.7(c); and provided further that as a result of
1) an optional redemption pursuant to Section 4.3 or (2) an extraordinary optional redemption
pursuant to Section 4.4, the Reserve Account Requirement shall be reduced by a percentage equal
to the pro rata principal amount of Bonds redeemed by such redemption divided by the total
principal amount of the Outstanding Bonds prior to such redemption. As of the Delivery Date, the
Reserve Account Requirement is $707,563.85 which is an amount equal to the Reserve Account
Requirement defined above.
Service and Assessment Plan" and "SAP" means the 2026 Amended and Restated Service
and Assessment Plan, approved by the Assessment Ordinance, as may be updated annually or
amended and supplemented from time to time.
Sinking Fund Installment" means the amount of money to redeem or pay at maturity the
principal of a Stated Maturity of Bonds payable from such installments at the times and in the
amounts provided in Section 4.2.
Special Record Date" has the meaning set forth in in the form of Bond included in Section
5.2.
State" means the State of Texas.
Stated Maturity" means the date the Bonds, or any portion of the Bonds, as applicable, are
scheduled to mature without regard to any redemption or Prepayment.
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Supplemental Indenture" means an indenture which has been duly executed by the Trustee
and a City Representative pursuant to an ordinance adopted by the City Council and which
indenture amends or supplements this Indenture, but only if and to the extent that such indenture
is specifically authorized hereunder.
Treasury Regulations" shall have the meaning assigned to such term in Section 7.5(c).
Trust Estate" means the Trust Estate described in the granting clauses of this Indenture.
Trustee" means Regions Bank, Dallas, Texas, and its successors, and any other
corporation or association that may at any time be substituted in its place, as provided in Article IX,
such entity to serve as Trustee and Paying Agent/Registrar for the Bonds.
Value of Investment Securities" means the amortized value of any Investment Securities,
provided, however, that all United States of America, United States Treasury Obligations – State
and Local Government Series shall be valued at par and those obligations which are redeemable
at the option of the holder shall be valued at the price at which such obligations are then
redeemable. The computations shall include accrued interest on the investment securities paid as
a part of the purchase price thereof and not collected. For the purposes of this definition "amortized
value," when used with respect to a security purchased at par means the purchase price of such
security and when used with respect to a security purchased at a premium above or discount below
par, means as of any subsequent date of valuation, the value obtained by dividing the total premium
or discount by the number of interest payment dates remaining to maturity on any such security
after such purchase and by multiplying the amount as calculated by the number of interest payment
dates having passed since the date of purchase and (i) in the case of a security purchased at a
premium, by deducting the product thus obtained from the purchase price, and (ii) in the case of a
security purchased at a discount, by adding the product thus obtained to the purchase price.
Section 1.2. Findings.
The declarations, determinations and findings declared, made and found in the preamble
to this Indenture are hereby adopted, restated and made a part of the operative provisions hereof.
Section 1.3. Table of Contents, Titles and Headings.
The table of contents, titles, and headings of the Articles and Sections of this Indenture
have been inserted for convenience of reference only and are not to be considered a part hereof
and shall not in any way modify or restrict any of the terms or provisions hereof and shall never
be considered or given any effect in construing this Indenture or any provision hereof or in
ascertaining intent, if any question of intent should arise.
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Section 1.4. Interpretation.
a) Unless the context requires otherwise, words of the masculine gender shall be
construed to include correlative words of the feminine and neuter genders and vice versa, and
words of the singular number shall be construed to include correlative words of the plural number
and vice versa.
b) Words importing persons include any individual, corporation, limited liability
company, partnership, joint venture, association, joint stock company, trust, unincorporated
organization or government or agency or political subdivision thereof.
c) Any reference to a particular Article or Section shall be to such Article or Section
of this Indenture unless the context shall require otherwise.
d) This Indenture and all the terms and provisions hereof shall be liberally construed
to effectuate the purposes set forth herein to sustain the validity of this Indenture.
ARTICLE II
THE BONDS
Section 2.1. Security for the Bonds.
a) The Bonds, as to principal, interest and redemption premium, if any, are and shall
be equally and ratably secured by and payable from a first lien on and pledge of the Trust Estate.
b) The lien on, security interest in and pledge of the Trust Estate shall be valid and
binding and fully perfected from and after the Delivery Date without physical delivery or transfer
of control of the Trust Estate, the filing of this Indenture or any other act; all as provided in Chapter
1208 of the Texas Government Code, as amended, which applies to the issuance of the Bonds and
the pledge of the Trust Estate granted by the City under this Indenture, and such pledge is therefore
valid, effective and perfected. If State law is amended at any time while the Bonds are Outstanding
such that the pledge of the Trust Estate granted by the City under this Indenture is to be subject to
the filing requirements of Chapter 9, Business and Commerce Code, then in order to preserve to
the registered owners of the Bonds the perfection of the security interest in said pledge, the City
agrees to take such measures as it determines are reasonable and necessary under State law to
comply with the applicable provisions of Chapter 9, Business and Commerce Code and enable a
filing to perfect the security interest in said pledge to occur.
Section 2.2. Limited Obligations.
The Bonds are special and limited obligations of the City, payable solely from and secured
solely by the Trust Estate; and the Bonds shall never be payable out of funds raised or to be raised
by taxation or from any other revenues, properties or income of the City.
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Section 2.3. Authorization for Indenture.
The terms and provisions of this Indenture and the execution and delivery hereof by the
City to the Trustee have been duly authorized by official action of the City Council. The City has
ascertained and it is hereby determined and declared that the execution and delivery of this
Indenture is necessary to carry out and effectuate the purposes set forth in the preambles of this
Indenture and that each and every covenant or agreement herein contained and made is necessary,
useful and/or convenient in order to better secure the Bonds and is a contract or agreement
necessary, useful and/or convenient to carry out and effectuate the purposes herein described.
Section 2.4. Contract with Owners and Trustee.
a) The purposes of this Indenture are to establish a lien and the security for, and to
prescribe the minimum standards for the authorization, issuance, execution and delivery of, the
Bonds and to prescribe the rights of the Owners, and the rights and duties of the City and the
Trustee.
b) In consideration of the purchase and acceptance of any or all of the Bonds by those
who shall purchase and hold the same from time to time, the provisions of this Indenture shall be
a part of the contract of the City with the Owner, and shall be deemed to be and shall constitute a
contract among the City, the Owners, and the Trustee.
ARTICLE III
AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE
BONDS
Section 3.1. Authorization.
The Bonds are hereby authorized to be issued and delivered in accordance with the
Constitution and laws of the State, including particularly the PID Act. The Bonds shall be issued
in the aggregate principal amount of $10,016,000 for the purpose of (i) paying a portion of the
Actual Costs of the Improvement Areas #2-4 Improvements, (ii) paying a portion of the interest
on the Bonds during and after the period of acquisition and construction of the Improvement Areas
2-4 Improvements, (iii) funding a reserve fund for payment of principal and interest on the Bonds,
iv) paying a portion of the costs incidental to the organization of the District, and (v) paying the
costs of issuance of the Bonds.
Section 3.2. Date, Denomination, Maturities, Numbers and Interest.
a) The Bonds shall be dated the Delivery Date and shall be issued in Authorized
Denominations. The Bonds shall be in fully registered form, without coupons, and shall be
numbered separately from R-1 upward, except the Initial Bond, which shall be numbered T-1.
b) Interest shall accrue and be paid on each Bond from the later of the Delivery Date
or the most recent Interest Payment Date to which interest has been paid or provided for, at the
rate per annum set forth below until the principal thereof has been paid on the maturity date
specified below, or on a date of earlier redemption, or otherwise provided for. Such interest shall
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be payable semiannually on March 15 and September 15 of each year, commencing March 15,
2027, computed on the basis of a 360-day year of twelve 30-day months.
c) The Bonds shall mature on September 15 in the years and in the principal amounts
and shall bear interest at the rates set forth below:
Yea
Principal
Amount ($)
Interest
Rate (%)
2036 1,840,000 4.625
2046 3,038,000 5.625
2056 5,138,000 6.000
d) The Bonds shall be subject to mandatory sinking fund redemption, optional
redemption, and extraordinary optional redemption prior to maturity as provided in Article IV, and
shall otherwise have the terms, tenor, denominations, details, and specifications as set forth in the
form of Bond set forth in Section 5.2.
Section 3.3. Conditions Precedent to Delivery of Bonds.
The Bonds shall be executed by the City and delivered to the Trustee, whereupon the
Trustee shall authenticate the Bonds and, upon payment of the purchase price of the Bonds, shall
deliver the Bonds upon the order of the City, but only upon delivery to the Trustee of:
a) a certified copy of the Assessment Ordinance;
b) a certified copy of the Bond Ordinance;
c) a copy of the executed Reimbursement Agreement;
d) a copy of this Indenture executed by the Trustee and the City;
e) an executed City Order directing the authentication and delivery of the Bonds,
describing the Bonds to be authenticated and delivered, designating the purchasers to whom the
Bonds are to be delivered, stating the purchase price of the Bonds and stating that all items required
by this Section are therewith delivered to the Trustee;
f) an executed Signature and No-Litigation Certificate;
g) an executed opinion of Bond Counsel; and
h) the approving opinion of the Attorney General of the State and the State
Comptroller's registration certificate.
Section 3.4. Medium, Method and Place of Payment.
a) Principal of and interest on the Bonds shall be paid in lawful money of the United
States of America, as provided in this Section.
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b) Interest on the Bonds shall be payable to the Owners thereof as shown in the
Register at the close of business on the relevant Record Date or Special Record Date, as applicable.
c) Interest on the Bonds shall be paid by check, dated as of the Interest Payment Date,
and sent, first class United States mail, postage prepaid, by the Paying Agent/Registrar to each
Owner at the address of each as such appears in the Register or by such other customary banking
arrangement acceptable to the Paying Agent/Registrar and the Owner; provided, however, the
Owner shall bear all risk and expense of such other banking arrangement.
d) The principal of each Bond shall be paid to the Owner of such Bond on the due date
thereof, whether at the maturity date or the date of prior redemption thereof, upon presentation and
surrender of such Bond at the Designated Payment/Transfer Office of the Paying Agent/Registrar.
e) If the date for the payment of the principal of or interest on the Bonds shall be a
Saturday, Sunday, legal holiday, or day on which banking institutions in the city where the
Designated Payment/Transfer Office of the Paying Agent/Registrar is located are required or
authorized by law or executive order to close, the date for such payment shall be the next
succeeding day that is not a Saturday, Sunday, legal holiday, or day on which banking institutions
are required or authorized to close, and payment on such date shall for all purposes be deemed to
have been made on the due date thereof as specified in Section 3.2 of this Indenture.
f) Unclaimed payments of amounts due hereunder shall be segregated in a special
account and held in trust, uninvested by the Paying Agent/Registrar, for the account of the Owner
of the Bonds to which such unclaimed payments pertain. Subject to any escheat, abandoned
property, or similar law of the State, any such payments remaining unclaimed by the Owners
entitled thereto for three (3) years after the applicable payment or redemption date shall be applied
to the next payment or payments on the Bonds thereafter coming due and, to the extent any such
money remains after the retirement of all Outstanding Bonds, shall be paid to the City to be used
for any lawful purpose. Thereafter, none of the City, the Paying Agent/Registrar, or any other
Person shall be liable or responsible to any holders of such Bonds for any further payment of such
unclaimed moneys or on account of any such Bonds, subject to any applicable escheat law or
similar law of the State.
Section 3.5. Execution and Registration of Bonds.
a) The Bonds shall be executed on behalf of the City by the Mayor and City Secretary,
by their manual or facsimile signatures, and the official seal of the City shall be impressed or
placed in facsimile thereon such facsimile signatures on the Bonds shall have the same effect as if
each of the Bonds had been signed manually and in person by each of said officers, and such
facsimile seal on the Bonds shall have the same effect as if the official seal of the City had been
manually impressed upon each of the Bonds.
b) In the event that any officer of the City whose manual or facsimile signature appears
on the Bonds ceases to be such officer before the authentication of such Bonds or before the
delivery thereof, such manual or facsimile signature nevertheless shall be valid and sufficient for
all purposes as if such officer had remained in such office.
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c) Except as provided below, no Bond shall be valid or obligatory for any purpose or
be entitled to any security or benefit of this Indenture unless and until there appears thereon the
Certificate of Trustee substantially in the form provided herein, duly authenticated by manual
execution by an officer or duly authorized signatory of the Trustee. It shall not be required that the
same officer or authorized signatory of the Trustee sign the Certificate of Trustee on all of the
Bonds. In lieu of the executed Certificate of Trustee described above, the Initial Bond delivered
on the Delivery Date shall have attached thereto the Comptroller's Registration Certificate
substantially in the form provided herein, manually executed by the Comptroller, or by his duly
authorized agent, which certificate shall be evidence that the Initial Bond has been duly approved
by the Attorney General, is a valid and binding obligation of the City, and has been registered by
the Comptroller.
d) On the Delivery Date, one Initial Bond representing the entire principal amount of
all Bonds, payable in stated installments to the Purchaser, or its designee, executed with the manual
or facsimile signatures of the Mayor and the City Secretary, approved by the Attorney General,
and registered and manually signed by the Comptroller, will be delivered to the Purchaser or its
designee. Upon payment for the Initial Bond, the Trustee shall cancel the Initial Bond and deliver
to DTC on behalf of the Purchaser one registered definitive Bond for each year of maturity of the
Bonds, in the aggregate principal amount of all Bonds for such maturity, registered in the name of
Cede & Co., as nominee of DTC.
Section 3.6. Refunding Bonds.
a) Except in accordance with the provisions of this Indenture, including Section 13.2,
the City shall not issue additional bonds, notes or other obligations payable from any portion of
the Trust Estate, other than Refunding Bonds. The City reserves the right to issue Refunding
Bonds, the proceeds of which would be utilized to refund all or any portion of the Outstanding
Bonds or Outstanding Refunding Bonds and to pay all costs incident to the Refunding Bonds, as
authorized by the laws of the State of Texas. Except as limited by the terms of this Indenture,
including Section 13.2, the City reserves the right to incur debt payable from sources other than
the Trust Estate, including revenue derived from contracts with other entities, including private
corporations, municipalities and political subdivisions issued particularly for the purchase,
construction, improvement, extension, replacement, enlargement or repair of the facilities needed
in performing any such contract.
b) The principal of all Refunding Bonds must be scheduled to be paid, be subject to
mandatory sinking fund redemption or mature on September 15 of the years in which such
principal is scheduled to be paid. All Refunding Bonds must bear interest at a fixed rate and any
interest payment dates for Refunding Bonds must be March 15 and September 15. The date, rate
or rates of interest on, interest payment dates, maturity dates, redemption and all other terms and
provisions of Refunding Bonds shall be set forth in a Supplemental Indenture.
c) Upon their authorization by the City, the Refunding Bonds of a series issued under
this Section 3.6 and in accordance with Article IV hereof shall be issued and shall be delivered to
the purchasers or owners thereof, but before, or concurrently with, the delivery of said Refunding
Bonds to such purchasers or owners there shall have been filed with the Trustee the items required
by Section 3.3 above.
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Section 3.7. Ownership.
a) The City, the Trustee, the Paying Agent/Registrar and any other Person may treat
the Person in whose name any Bond is registered as the absolute owner of such Bond for the
purpose of making and receiving payment as provided herein (except interest shall be paid to the
Person in whose name such Bond is registered on the Record Date or Special Record Date, as
applicable) and for all other purposes, whether or not such Bond is overdue, and none of the City,
the Trustee or the Paying Agent/Registrar shall be bound by any notice or knowledge to the
contrary.
b) All payments made to the Owner of any Bond shall be valid and effectual and shall
discharge the liability of the City, the Trustee and the Paying Agent/Registrar upon such Bond to
the extent of the sums paid.
Section 3.8. Registration, Transfer and Exchange.
a) So long as any Bond remains Outstanding, the City shall cause the Paying
Agent/Registrar to keep at the Designated Payment/Transfer Office a Register in which, subject to
such reasonable regulations as it may prescribe, the Paying Agent/Registrar shall provide for the
registration and transfer of Bonds in accordance with this Indenture. The Paying Agent/Registrar
represents and warrants that it will maintain a copy of the Register, and shall cause the Register to
be current with all registration and transfer information as from time to time may be applicable.
b) A Bond shall be transferable only upon the presentation and surrender thereof at
the Designated Payment/Transfer Office of the Paying Agent/Registrar with such endorsement or
other evidence of transfer as is acceptable to the Paying Agent/Registrar. No transfer of any Bond
shall be effective until entered in the Register.
c) The Bonds shall be exchangeable upon the presentation and surrender thereof at the
Designated Payment/Transfer Office of the Paying Agent/Registrar for a Bond or Bonds of the
same maturity and interest rate and in any Authorized Denomination and in an aggregate principal
amount equal to the unpaid principal amount of the Bond presented for exchange. The Trustee is
hereby authorized to authenticate and deliver Bonds exchanged for other Bonds in accordance with
this Section.
d) The Trustee is hereby authorized to authenticate and deliver Bonds transferred or
exchanged in accordance with this Section. A new Bond or Bonds will be delivered by the Paying
Agent/Registrar, in lieu of the Bond being transferred or exchanged, at the Designated
Payment/Transfer Office, or sent by United States mail, first class, postage prepaid, to the Owner
or his designee. Each transferred Bond delivered by the Paying Agent/Registrar in accordance with
this Section shall constitute an original contractual obligation of the City and shall be entitled to
the benefits and security of this Indenture to the same extent as the Bond or Bonds in lieu of which
such transferred Bond is delivered.
e) Each exchange Bond delivered in accordance with this Section shall constitute an
original contractual obligation of the City and shall be entitled to the benefits and security of this
Indenture to the same extent as the Bond or Bonds in lieu of which such exchange Bond is
delivered.
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f) No service charge shall be made to the Owner for the initial registration, subsequent
transfer, or exchange for a different Authorized Denomination of any of the Bonds. The Paying
Agent/Registrar, however, may require the Owner to pay a sum sufficient to cover any tax or other
governmental charge that is authorized to be imposed in connection with the registration, transfer,
or exchange of a Bond.
g) Neither the City nor the Paying Agent/Registrar shall be required to issue, transfer,
or exchange any Bond or portion thereof called for redemption prior to maturity within forty-five
45) days prior to the date fixed for redemption; provided, however, such limitation shall not be
applicable to an exchange by the Owner of the uncalled principal balance of a Bond.
Section 3.9. Cancellation.
All Bonds paid or redeemed before scheduled maturity in accordance with this Indenture,
and all Bonds in lieu of which exchange Bonds or replacement Bonds are authenticated and
delivered in accordance with this Indenture, shall be cancelled, and proper records shall be made
regarding such payment, redemption, exchange, or replacement. Whenever in this Indenture
provision is made for the cancellation by the Trustee of any Bonds, the Trustee shall dispose of
cancelled Bonds in accordance with its record retention policies.
Section 3.10. Temporary Bonds.
a) Following the delivery and registration of the Initial Bond and pending the
preparation of definitive Bonds, the proper officers of the City may execute and, upon the City's
request, the Trustee shall authenticate and deliver, one or more temporary Bonds that are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any Authorized
Denomination, substantially of the tenor of the definitive Bonds in lieu of which they are delivered,
without coupons, and with such appropriate insertions, omissions, substitutions and other
variations as the officers of the City executing such temporary Bonds may determine, as evidenced
by their signing of such temporary Bonds.
b) Until exchanged for Bonds in definitive form, such Bonds in temporary form shall
be entitled to the benefit and security of this Indenture.
c) The City, without unreasonable delay, shall prepare, execute and deliver to the
Trustee the Bonds in definitive form; thereupon, upon the presentation and surrender of the Bond
or Bonds in temporary form to the Paying Agent/Registrar, the Paying Agent/Registrar shall cancel
the Bonds in temporary form and the Trustee shall authenticate and deliver in exchange therefor a
Bond or Bonds of the same maturity and series, in definitive form, in the Authorized
Denomination, and in the same aggregate principal amount, as the Bond or Bonds in temporary
form surrendered. Such exchange shall be made without the making of any charge therefor to any
Owner.
Section 3.11. Replacement Bonds.
a) Upon the presentation and surrender to the Paying Agent/Registrar of a mutilated
Bond, the Trustee shall authenticate and deliver in exchange therefor a replacement Bond of like
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tenor and principal amount, bearing a number not contemporaneously outstanding. The City or the
Paying Agent/Registrar may require the Owner of such Bond to pay a sum sufficient to cover any
tax or other governmental charge that is authorized to be imposed in connection therewith and any
other expenses connected therewith.
b) In the event that any Bond is lost, apparently destroyed or wrongfully taken, the
Trustee, pursuant to the applicable laws of the State and in the absence of notice or knowledge that
such Bond has been acquired by a bona fide purchaser, shall authenticate and deliver a replacement
Bond of like tenor and principal amount bearing a number not contemporaneously outstanding,
provided that the Owner first complies with the following requirements:
i) furnishes to the Paying Agent/Registrar satisfactory evidence of his or her
ownership of and the circumstances of the loss, destruction or theft of such Bond;
ii) furnishes such security or indemnity as may be required by the Paying
Agent/Registrar and the Trustee to save them and the City harmless;
iii) pays all expenses and charges in connection therewith, including, but not
limited to, printing costs, legal fees, fees of the Trustee and the Paying Agent/Registrar
and any tax or other governmental charge that is authorized to be imposed; and
iv) satisfies any other reasonable requirements imposed by the City and the
Trustee.
c) After the delivery of such replacement Bond, if a bona fide purchaser of the original
Bond in lieu of which such replacement Bond was issued presents for payment such original Bond,
the City and the Paying Agent/Registrar shall be entitled to recover such replacement Bond from
the Person to whom it was delivered or any Person taking therefrom, except a bona fide purchaser,
and shall be entitled to recover upon the security or indemnity provided therefor to the extent of
any loss, damage, cost, or expense incurred by the City, the Paying Agent/Registrar or the Trustee
in connection therewith.
d) In the event that any such mutilated, lost, apparently destroyed or wrongfully taken
Bond has become or is about to become due and payable, the Paying Agent/Registrar, in its
discretion, instead of issuing a replacement Bond, may pay such Bond if it has become due and
payable or may pay such Bond when it becomes due and payable.
e) Each replacement Bond delivered in accordance with this Section shall constitute
an original additional contractual obligation of the City and shall be entitled to the benefits and
security of this Indenture to the same extent as the Bond or Bonds in lieu of which such
replacement Bond is delivered.
Section 3.12. Book-Entry-Only System.
a) The Bonds shall initially be issued in book-entry-only form and shall be deposited
with DTC, which is hereby appointed to act as the securities depository therefor, in accordance
with the blanket issuer letter of representations from the City to DTC. On the Delivery Date, the
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definitive Bonds shall be issued in the form of a single typewritten certificate for each maturity
thereof registered in the name of Cede & Co., as nominee for DTC.
b) With respect to Bonds registered in the name of Cede & Co., as nominee of DTC,
the City and the Paying Agent/Registrar shall have no responsibility or obligation to any DTC
Participant or to any Person on behalf of whom such a DTC Participant holds an interest in the
Bonds. Without limiting the immediately preceding sentence, the City and the Paying
Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the
records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the
Bonds, (ii) the delivery to any DTC Participant or any other Person, other than an Owner, as shown
on the Register, of any notice with respect to the Bonds, including any notice of redemption, or
iii) the payment to any DTC Participant or any other Person, other than an Owner, as shown in
the Register of any amount with respect to principal of, premium, if any, or interest on the Bonds.
Notwithstanding any other provision of this Indenture to the contrary, the City and the Paying
Agent/Registrar shall be entitled to treat and consider the Person in whose name each Bond is
registered in the Register as the absolute owner of such Bond for the purpose of payment of
principal of, premium, if any, and interest on Bonds, for the purpose of giving notices of
redemption and other matters with respect to such Bond, for the purpose of registering transfer
with respect to such Bond, and for all other purposes whatsoever. The Paying Agent/Registrar
shall pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of
the respective Owners as shown in the Register, as provided in this Indenture, and all such
payments shall be valid and effective to fully satisfy and discharge the City's obligations with
respect to payment of principal of, premium, if any, and interest on the Bonds to the extent of the
sum or sums so paid. No Person other than an Owner, as shown in the Register, shall receive a
Bond certificate evidencing the obligation of the City to make payments of amounts due pursuant
to this Indenture. 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 Indenture with respect to interest checks or drafts being mailed to the
registered owner at the close of business on the Record Date or Special Record Date, as applicable,
the word "Cede & Co." in this Indenture shall refer to such new nominee of DTC.
Section 3.13. Successor Securities Depository: Transfer Outside Book-Entry-Only
System.
In the event that the City determines that DTC is incapable of discharging its
responsibilities described herein and in the blanket issuer letter of representations from the City to
DTC, the City shall (i) appoint a successor securities depository, qualified to act as such under
Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC
Participants of the appointment of such successor securities depository and transfer one or more
separate Bonds to such successor securities depository; or (ii) notify DTC and DTC Participants
of the availability through DTC of certificated Bonds and cause the Paying Agent/Registrar to
transfer one or more separate registered Bonds to DTC Participants having Bonds credited to their
DTC accounts. In such event, the Bonds shall no longer be restricted to being registered in the
Register in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the
successor securities depository, or its nominee, or in whatever name or names Owners transferring
or exchanging Bonds shall designate, in accordance with the provisions of this Indenture.
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Section 3.14. Payments to Cede & Co.
Notwithstanding any other provision of this Indenture to the contrary, so long as any Bonds
are registered in the name of Cede & Co., as nominee of DTC, all payments with respect to
principal of, premium, if any, and interest on such Bonds, and all notices with respect to such
Bonds shall be made and given, respectively, in the manner provided in the blanket letter of
representations from the City to DTC.
ARTICLE IV
REDEMPTION OF BONDS BEFORE MATURITY
Section 4.1. Limitation on Redemption.
The Bonds shall be subject to redemption before their scheduled maturity only as provided
in this Article IV.
Section 4.2. Mandatory Sinking Fund Redemption.
a) The Bonds maturing on September 15 in the years 2036, 2046, and 2056
collectively, the "Term Bonds"), are subject to mandatory sinking fund redemption prior to their
respective maturities and will be redeemed by the City in part at the Redemption Price from
moneys available for such purpose in the Principal and Interest Account of the Bond Fund pursuant
to Article VI, on the dates and in the respective Sinking Fund Installments as set forth in the
following schedule:
Term Bonds maturing September 15, 2036
Redemption Date Sinkin Fund Installment Amount
September 15, 2027 $ 30,000
September 15, 2028 173,000
September 15, 2029 179,000
September 15, 2030 186,000
September 15, 2031 193,000
September 15, 2032 200,000
September 15, 2033 207,000
September 15, 2034 216,000
September 15, 2035 224,000
September 15, 2036* 232,000
30
Term Bonds maturing September 15, 2046
Redemption Date Sinkin Fund Installment Amount
September 15, 2037 $242,000
September 15, 2038 253,000
September 15, 2039 266,000
September 15, 2040 278,000
September 15, 2041 294,000
September 15, 2042 308,000
September 15, 2043 324,000
September 15, 2044 340,000
September 15, 2045 357,000
September 15, 2046* 376,000
Term Bonds maturing September 15, 2056
Redemption Date Sinkin Fund Installment Amount
September 15, 2047 $396,000
September 15, 2048 418,000
September 15, 2049 442,000
September 15, 2050 467,000
September 15, 2051 493,000
September 15, 2052 520,000
September 15, 2053 550,000
September 15, 2054 583,000
September 15, 2055 617,000
September 15, 2056* 652,000
Stated Maturity.
b) At least thirty (30) days prior to each mandatory sinking fund redemption date, and
subject to any prior reduction authorized by this Indenture, the Trustee shall select by lot, or by
any other customary method that results in a random selection, a principal amount of Bonds of
such maturity equal to the Sinking Fund Installment amount of such Bonds to be redeemed, shall
call such Bonds for redemption on such scheduled mandatory sinking fund redemption date, and
shall give notice of such mandatory sinking fund redemption, as provided in Section 4.6.
c) The principal amount of Bonds required to be redeemed on any mandatory sinking
fund redemption date pursuant to subparagraph (a) of this Section 4.2 shall be reduced, at the
option of the City, by the principal amount of any Bonds of such maturity which, at least 30 days
prior to the mandatory sinking fund redemption date shall have been acquired by the City at a price
not exceeding the principal amount of such Bonds plus accrued unpaid interest to the date of
purchase thereof, and delivered to the Trustee for cancellation.
d) The Sinking Fund Installments of Term Bonds required to be redeemed on any
mandatory sinking fund redemption date pursuant to subparagraph (a) of this Section 4.2 shall be
reduced in integral multiples of $1,000 by any portion of such Bonds, which, at least 30 days prior
to the mandatory sinking fund redemption date, shall have been redeemed pursuant to the optional
redemption or extraordinary optional redemption provisions in Sections 4.3 and 4.4, respectively,
hereof, and not previously credited to a mandatory sinking fund redemption.
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Section 4.3. Optional Redemption.
The City reserves the right and option to redeem Bonds before their scheduled maturity
date, in whole or in part, on any date on or after September 15, 2034, such redemption date or dates
to be fixed by the City, at the Redemption Price.
Section 4.4. Extraordinary Optional Redemption.
The City reserves the right and option to redeem Bonds before their respective scheduled
maturity dates, in whole or in part, on any date, at the Redemption Price, from amounts on deposit
in the Redemption Fund as a result of Prepayments, Foreclosure Proceeds, unspent balances in
other Pledged Funds (including related transfers to the Redemption Fund as provided in Sections
6.3(e), 6.4(d), 6.4(e), 6.4(f), or 6.7(c)) or any other transfers to the Redemption Fund permitted or
required under the terms of this Indenture, which pursuant to Section 4.7 hereof, shall be applied
in such a manner so as to reduce the Annual Installments of the particular Assessment(s) to which
the respective Prepayments, Foreclosure Proceeds, or other monies relate, as set forth in a City
Order delivered to the Trustee.
Section 4.5. Partial Redemption.
a) If less than all of the Bonds are to be redeemed pursuant to either Sections 4.2, 4.3
or 4.4, Bonds may be redeemed in minimum principal amounts of $1,000 or any integral thereof.
Each Bond shall be treated as representing the number of Bonds that is obtained by dividing the
principal amount of such Bond by $1,000. No redemption shall result in a Bond in a denomination
of less than an Authorized Denomination; provided, however, if the amount of Outstanding Bonds
is less than an Authorized Denomination after giving effect to such partial redemption, a Bond in
the principal amount equal to the unredeemed portion, but not less than $1,000, may be issued.
b) If less than all of the Bonds are called for optional redemption pursuant to Section
4.3 hereof, the Trustee shall rely on directions provided in a City Order in selecting the Bonds to
be redeemed.
c) If less than all of the Bonds are called for extraordinary optional redemption
pursuant to Section 4.4 hereof, the Bonds or portion of a Bond to be redeemed shall be allocated
on a pro rata basis (as nearly as practicable) among all Outstanding Bonds. If less than all Bonds
within a Stated Maturity are called for extraordinary optional redemption pursuant to Section 4.4
hereof, the Trustee shall call randomly by lot the Bonds, or portions thereof, within such Stated
Maturity and in such principal amounts, for redemption.
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d) Upon surrender of any Bond for redemption in part, the Trustee in accordance with
Section 3.7 of this Indenture, shall authenticate and deliver an exchange Bond or Bonds in an
aggregate principal amount equal to the unredeemed portion of the Bond so surrendered, such
exchange being without charge.
Section 4.6. Notice of Redemption to Owners.
a) Upon written direction from the City to the Trustee of the exercise of any
redemption provision provided hereunder, the Trustee shall give notice of any redemption of
Bonds by sending notice by first class United States mail, postage prepaid, not less than 30 days
before the date fixed for redemption, to the Owner of each Bond or portion thereof to be redeemed,
at the address shown in the Register.
b) The notice shall state the redemption date, the Redemption Price, the place at which
the Bonds are to be surrendered for payment, and, if less than all the Bonds Outstanding are to be
redeemed, and subject to Section 4.5, an identification of the Bonds or portions thereof to be
redeemed, any conditions to such redemption and that on the redemption date, if all conditions, if
any, to such redemption have been satisfied, such Bond shall become due and payable.
c) Any notice given as provided in this Section shall be conclusively presumed to have
been duly given, whether or not the Owner receives such notice.
d) With respect to any optional redemption of the Bonds, unless the Trustee has
received funds sufficient to pay the Redemption Price of the Bonds to be redeemed before giving
of a notice of redemption, the notice may state the City may condition redemption on the receipt
of such funds by the Trustee on or before the date fixed for the redemption, or on the satisfaction
of any other prerequisites set forth in the notice of redemption. If a conditional notice of
redemption is given and such prerequisites to the redemption and sufficient funds are not received,
the notice shall be of no force and effect, the City shall not redeem the Bonds and the Trustee shall
give notice, in the manner in which the notice of redemption was given, that the Bonds have not
been redeemed.
e) The City has the right to rescind any optional redemption or extraordinary optional
redemption described in Section 4.3 or 4.4 by written notice to the Trustee on or prior to the date
fixed for redemption. Any notice of redemption shall be cancelled and annulled if for any reason
funds are not available on the date fixed for redemption for the payment in full of the Bonds then
called for redemption, and such cancellation shall not constitute an Event of Default under this
Indenture. Upon written direction from the City, the Trustee shall mail notice of rescission of
redemption in the same manner notice of redemption was originally provided.
Section 4.7. Payment Upon Redemption.
a) The Trustee shall make provision for the payment of the Bonds to be redeemed on
such date by setting aside and holding in trust an amount from the Redemption Fund or otherwise
received by the Trustee from the City and shall use such funds solely for the purpose of paying the
Redemption Price on the Bonds being redeemed.
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b) Upon presentation and surrender of any Bond called for redemption at the
designated corporate trust office of the Trustee on or after the date fixed for redemption, the
Trustee shall pay the Redemption Price on such Bond to the date of redemption from the moneys
set aside for such purpose.
Section 4.8. Effect of Redemption.
Notice of redemption having been given as provided in Section 4.6 of this Indenture, the
Bonds or portions thereof called for redemption shall become due and payable on the date fixed
for redemption provided that funds for the payment of the Redemption Price of such Bonds to the
date fixed for redemption are on deposit with the Trustee; thereafter, such Bonds or portions
thereof shall cease to bear interest from and after the date fixed for redemption, whether or not
such Bonds are presented and surrendered for payment on such date.
ARTICLE V
FORM OF THE BONDS
Section 5.1. Form Generally.
a) The Bonds, including the Registration Certificate of the Comptroller, the Certificate
of the Trustee, and the Assignment to appear on each of the Bonds, (i) shall be substantially in the
form set forth in this Article with such appropriate insertions, omissions, substitutions, and other
variations as are permitted or required by this Indenture, and (ii) may have such letters, numbers,
or other marks of identification (including identifying numbers and letters of the Committee on
Uniform Securities Identification Procedures of the American Bankers Association) and such
legends and endorsements (including any reproduction of an opinion of counsel) thereon as,
consistently herewith, may be determined by the City or by the officers executing such Bonds, as
evidenced by their execution thereof.
b) Any portion of the text of any Bonds may be set forth on the reverse side thereof,
with an appropriate reference thereto on the face of the Bonds.
c) The definitive Bonds shall be typewritten, printed, lithographed, or engraved, and
may be produced by any combination of these methods or produced in any other similar manner,
all as determined by the officers executing such Bonds, as evidenced by their execution thereof.
d) The Initial Bond submitted to the Attorney General may be typewritten and
photocopied or otherwise reproduced.
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Section 5.2. Form of the Bonds.
a) Form of Bond.
REGISTERED
NO. ______
United States of America
State of Texas
CITY OF ANNA, TEXAS
SPECIAL ASSESSMENT REVENUE BOND, SERIES 2026
SHERLEY TRACT
PUBLIC IMPROVEMENT DISTRICT NO. 2
IMPROVEMENT AREAS #2-4 PROJECTS)
REGISTERED
INTEREST RATE MATURITY DATE DELIVERY DATE CUSIP NUMBER
September 15, 20__ June 23, 2026 _________
The City of Anna, Texas (the "City"), for value received, hereby promises to pay, solely
from the Trust Estate, to
or registered assigns, on the Maturity Date, as specified above, the sum of
DOLLARS
unless this Bond shall have been sooner called for redemption and the payment of the principal
hereof shall have been paid or provision for such payment shall have been made, and to pay interest
on the unpaid principal amount hereof from the later of the Delivery Date, as specified above, or
the most recent Interest Payment Date to which interest has been paid or provided for until such
principal amount shall have been paid or provided for, at the per annum rate of interest specified
above, computed on the basis of a 360-day year of twelve 30-day months, such interest to be paid
semiannually on March 15 and September 15 of each year, commencing March 15, 2027.
Capitalized terms appearing herein that are defined terms in the Indenture (defined below)
have the meanings assigned to them in the Indenture. Reference is made to the Indenture for such
definitions and for all other purposes.
The principal of this Bond shall be payable without exchange or collection charges in
lawful money of the United States of America upon presentation and surrender of this Bond at the
corporate trust office in Dallas, Texas (the "Designated Payment/Transfer Office"), of Regions
Bank, as trustee and paying agent/registrar (the "Trustee"), or, with respect to a successor trustee
and paying agent/registrar, at the Designated Payment/Transfer Office of such successor. Interest
NEITHER THE FAITH AND CREDIT NOR THE TAXING
POWER OF THE STATE OF TEXAS, THE CITY, OR ANY
OTHER POLITICAL CORPORATION, SUBDIVISION OR
AGENCY THEREOF, IS PLEDGED TO THE PAYMENT OF
THE PRINCIPAL OF OR INTEREST ON THIS BOND.
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on this Bond is payable by check dated as of the Interest Payment Date, mailed by the Trustee to
the registered owner at the address shown on the registration books kept by the Trustee or by such
other customary banking arrangements acceptable to the Trustee, requested by, and at the risk and
expense of, the Person to whom interest is to be paid. For the purpose of the payment of interest
on this Bond, the registered owner shall be the Person in whose name this Bond is registered at the
close of business on the "Record Date," which shall be the last Business Day of the month next
preceding such Interest Payment Date; provided, however, that in the event of nonpayment of
interest on a scheduled Interest Payment Date, and for 30 days thereafter, a new record date for
such interest payment (a "Special Record Date") will be established by the Trustee, if and when
funds for the payment of such interest have been received from the City. Notice of the Special
Record Date and of the scheduled payment date of the past due interest (which shall be 15 days
after the Special Record Date) shall be sent at least five Business Days prior to the Special Record
Date by United States mail, first class postage prepaid, to the address of each Owner of a Bond
appearing on the books of the Trustee at the close of business on the last Business Day preceding
the date of mailing such notice.
If a date for the payment of the principal of or interest on the Bonds is a Saturday, Sunday,
legal holiday, or a day on which banking institutions in the city in which the Designated
Payment/Transfer Office is located are authorized by law or executive order to close, then the date
for such payment shall be the next succeeding Business Day, and payment on such date shall have
the same force and effect as if made on the original date payment was due.
This Bond is one of a duly authorized issue of assessment revenue bonds of the City having
the designation specified in its title (herein referred to as the "Bonds"), dated as of the Delivery
Date and issued in the aggregate principal amount of $10,016,000 and issued, with the limitations
described herein, pursuant to an Indenture of Trust, dated as of June 1, 2026 (the "Indenture"), by
and between the City and the Trustee, to which Indenture reference is hereby made for a
description of the amounts thereby pledged and assigned, the nature and extent of the lien and
security, the respective rights thereunder to the holders of the Bonds, the Trustee, and the City,
and the terms upon which the Bonds are, and are to be, authenticated and delivered and by this
reference to the terms of which each holder of this Bond hereby consents. All Bonds issued under
the Indenture are equally and ratably secured by the amounts thereby pledged and assigned. The
Bonds are being issued for the purpose of (i) paying a portion of the Actual Costs of the
Improvement Areas #2-4 Improvements, (ii) paying a portion of the interest on the Bonds during
and after the period of acquisition and construction of the Improvement Areas #2-4 Improvements,
iii) funding a reserve fund for payment of principal and interest on the Bonds, (iv) paying a portion
of the costs incidental to the organization of the District, and (v) paying the costs of issuance of
the Bonds.
The Bonds are special, limited obligations of the City payable solely from the Trust Estate.
Reference is hereby made to the Indenture, copies of which are on file with and available upon
request from the Trustee, for the provisions, among others, with respect to the nature and extent of
the duties and obligations of the City, the Trustee and the Owners. The Owner of this Bond, by
the acceptance hereof, is deemed to have agreed and consented to the terms, conditions and
provisions of the Indenture.
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IN THE INDENTURE, THE CITY HAS RESERVED THE RIGHT to issue Refunding
Bonds payable from and secured by a first lien on, security interest in, and pledge of the sources
described above on a parity with this Bond.
Notwithstanding any provision hereof, the Indenture may be released and the obligation of
the City to make money available to pay this Bond may be defeased by the deposit of money and/or
certain direct or indirect Defeasance Securities sufficient for such purpose as described in the
Indenture.
The Bonds are issuable as fully registered bonds only in denominations of $25,000 and any
multiple of $1,000 in excess thereof ("Authorized Denominations"). Except to the extent permitted
by the Indenture, the City prohibits the breaking up or allocation of CUSIP numbers to any Bond
or Bonds in denominations of less than $25,000, and any attempt to do so will be void and of no
effect.
The Bonds maturing on September 15 in the years 2036, 2046 and 2056 (collectively,
Term Bonds"), are subject to mandatory sinking fund redemption prior to their respective
maturities and will be redeemed by the City in part at the Redemption Price from moneys available
for such purpose in the Principal and Interest Account of the Bond Fund pursuant to Article VI of
the Indenture, on the dates and in the respective sinking fund installments as set forth in the
following schedule:
Term Bonds maturing September 15, 2036
Redemption Date Sinkin Fund Installment Amount
September 15, 2027 $ 30,000
September 15, 2028 173,000
September 15, 2029 179,000
September 15, 2030 186,000
September 15, 2031 193,000
September 15, 2032 200,000
September 15, 2033 207,000
September 15, 2034 216,000
September 15, 2035 224,000
September 15, 2036* 232,000
Term Bonds maturing September 15, 2046
Redemption Date Sinkin Fund Installment Amount
September 15, 2037 $242,000
September 15, 2038 253,000
September 15, 2039 266,000
September 15, 2040 278,000
September 15, 2041 294,000
September 15, 2042 308,000
September 15, 2043 324,000
September 15, 2044 340,000
September 15, 2045 357,000
September 15, 2046* 376,000
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Term Bonds maturing September 15, 2056
Redemption Date Sinkin Fund Installment Amount
September 15, 2047 $396,000
September 15, 2048 418,000
September 15, 2049 442,000
September 15, 2050 467,000
September 15, 2051 493,000
September 15, 2052 520,000
September 15, 2053 550,000
September 15, 2054 583,000
September 15, 2055 617,000
September 15, 2056* 652,000
Stated Maturity.
At least thirty (30) days prior to each mandatory sinking fund redemption date, and subject
to any prior reduction authorized by the Indenture, the Trustee shall select for redemption by lot,
or by any other customary method that results in a random selection, a principal amount of Bonds
of such maturity equal to the Sinking Fund Installments of such Bonds to be redeemed, shall call
such Bonds for redemption on such scheduled mandatory sinking fund redemption date, and shall
give notice of such redemption, as provided in Section 4.6 of the Indenture.
The principal amount of Bonds required to be redeemed on any mandatory sinking fund
redemption date shall be reduced, at the option of the City, by the principal amount of any Bonds
of such maturity which, at least 30 days prior to the sinking fund redemption date shall have been
acquired by the City at a price not exceeding the principal amount of such Bonds plus accrued and
unpaid interest to the date of purchase thereof, and delivered to the Trustee for cancellation.
The Sinking Fund Installments of Term Bonds required to be redeemed on any mandatory
sinking fund redemption shall be reduced in integral multiples of $1,000 by any portion of such
Bonds, which, at least 30 days prior to the mandatory sinking fund redemption date, shall have
been redeemed pursuant to the optional redemption or extraordinary optional redemption
provisions in the Indenture and not previously credited to a mandatory sinking fund redemption.
The City reserves the right and option to redeem Bonds before their scheduled maturity
date, in whole or in part, on any date on or after September 15, 2034, such redemption date or dates
to be fixed by the City, at the Redemption Price.
The Bonds are subject to extraordinary optional redemption prior to maturity in whole or
in part, on any date, at the Redemption Price from amounts on deposit in the Redemption Fund as
a result of Prepayments or any other transfers to the Redemption Fund under the terms of the
Indenture.
A portion of an Outstanding Bond of any one maturity may be redeemed, but only in a
principal amount equal to $1,000 or any integral thereof. If a portion of an Outstanding Bond of
a maturity is selected for redemption pursuant to the Indenture, the Trustee shall select the
Outstanding Bonds of such maturity to be redeemed in accordance with the Indenture. The Trustee
shall treat each $1,000 portion of such Bond as though it were a single Bond for purposes of
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selection for redemption. No redemption shall result in a Bond in a denomination of less than an
Authorized Denomination; provided, however, if the amount of Outstanding Bonds is less than an
Authorized Denomination after giving effect to such partial redemption, a Bond in the principal
amount equal to the unredeemed portion, but not less than $1,000, may be issued.
If less than all of the Bonds are called for optional redemption, the Trustee shall rely on
directions provided in a City Order in selecting the Bonds to be redeemed.
If less than all of the Bonds are called for extraordinary optional redemption, the Trustee
shall call randomly by lot the Bonds, or portions thereof, for redemption. If less than all of the
Bonds are called for extraordinary optional redemption, the Bonds or portion of a Bond to be
redeemed shall be allocated on a pro rata basis (as nearly as practicable) among all Outstanding
Bonds. If less than all Bonds within a Stated Maturity are called for extraordinary optional
redemption, the Trustee shall call randomly by lot the Bonds, or portions thereof, within such
Stated Maturity and in such principal amounts, for redemption.
Upon written direction from the City to the Trustee of the exercise of any redemption
provision provided under the Indenture, the Trustee shall give notice of any redemption of Bonds
by sending notice by first class United States mail, postage prepaid, not less than 30 days before
the date fixed for redemption, to the Owner of each Bond (or portion thereof) to be redeemed, at
the address shown on the Register. The notice shall state the redemption date, the Redemption
Price, the place at which the Bonds are to be surrendered for payment, and, if less than all the
Bonds Outstanding are to be redeemed, an identification of the Bonds or portions thereof to be
redeemed, any conditions to such redemption and that on the redemption date, if all conditions, if
any, to such redemption have been satisfied, such Bond shall become due and payable. Any notice
so given shall be conclusively presumed to have been duly given, whether or not the Owner
receives such notice.
With respect to any optional redemption of the Bonds, unless the Trustee has received
funds sufficient to pay the Redemption Price of the Bonds to be redeemed before giving of a notice
of redemption, the notice may state the City may condition redemption on the receipt of such funds
by the Trustee on or before the date fixed for the redemption, or on the satisfaction of any other
prerequisites set forth in the notice of redemption. If a conditional notice of redemption is given
and such prerequisites to the redemption and sufficient funds are not received, the notice shall be
of no force and effect, the City shall not redeem the Bonds and the Trustee shall give notice, in the
manner in which the notice of redemption was given, that the Bonds have not been redeemed.
The City has the right to rescind any optional redemption or extraordinary optional
redemption described in the Indenture by written notice to the Trustee on or prior to the date fixed
for redemption. Any notice of redemption shall be cancelled and annulled if for any reason funds
are not available on the date fixed for redemption for the payment in full of the Bonds then called
for redemption, and such cancellation shall not constitute an Event of Default under the Indenture.
Upon written direction from the City, the Trustee shall mail notice of rescission of redemption in
the same manner notice of redemption was originally provided.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof
and the modification of the rights and obligations of the City and the rights of the holders of the
Bonds under the Indenture at any time Outstanding affected by such modification. The Indenture
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also contains provisions permitting the holders of specified percentages in aggregate principal
amount of the Bonds at the time Outstanding, on behalf of the holders of all the Bonds, to waive
compliance by the City with certain past defaults under the Bond Ordinance or the Indenture and
their consequences. Any such consent or waiver by the holder of this Bond or any predecessor
Bond evidencing the same debt shall be conclusive and binding upon such holder and upon all
future holders thereof and of any Bond issued upon the transfer thereof or in exchange therefor or
in lieu thereof, whether or not notation of such consent or waiver is made upon this Bond.
As provided in the Indenture, this Bond is transferable upon surrender of this Bond for
transfer at the Designated Payment/Transfer Office, with such endorsement or other evidence of
transfer as is acceptable to the Trustee, and upon delivery to the Trustee of such certifications
and/or opinion of counsel as may be required under the Indenture for the transfer of this Bond.
Upon satisfaction of such requirements, one or more new fully registered Bonds of the same Stated
Maturity, of Authorized Denominations, bearing the same rate of interest, and for the same
aggregate principal amount will be issued to the designated transferee or transferees.
Neither the City nor the Trustee shall be required to issue, transfer or exchange any Bond
called for redemption where such redemption is scheduled to occur within 45 calendar days of the
transfer or exchange date; provided, however, such limitation shall not be applicable to an
exchange by the registered owner of the uncalled principal balance of a Bond.
The City, the Trustee, and any other Person may treat the Person in whose name this Bond
is registered as the owner hereof for the purpose of receiving payment as herein provided (except
interest shall be paid to the Person in whose name this Bond is registered on the Record Date or
Special Record Date, as applicable) and for all other purposes, whether or not this Bond be
overdue, and neither the City nor the Trustee shall be affected by notice to the contrary.
NEITHER THE FULL FAITH AND CREDIT NOR THE GENERAL TAXING POWER
OF THE CITY, COLLIN COUNTY, TEXAS, OR THE STATE OF TEXAS, OR ANY
POLITICAL SUBDIVISION THEREOF, IS PLEDGED TO THE PAYMENT OF THE BONDS.
IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond and the series
of which it is a part is duly authorized by law; that all acts, conditions and things required to be
done precedent to and in the issuance of the Bonds have been properly done and performed and
have happened in regular and due time, form and manner, as required by law; and that the total
indebtedness of the City, including the Bonds, does not exceed any Constitutional or statutory
limitation.
IN WITNESS WHEREOF, the City Council of the City has caused this Bond to be
executed under the official seal of the City.
City Secretary Mayor
CITY SEAL]
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b) Form of Comptroller's Registration Certificate.
The following Registration Certificate of Comptroller of Public Accounts shall appear on
the Initial Bond:
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER §
OF PUBLIC ACCOUNTS § REGISTER NO. ______________
THE STATE OF TEXAS §
I HEREBY CERTIFY THAT there is on file and of record in my office an opinion to the
effect that the Attorney General of the State of Texas has approved this Bond, and that this Bond
has been registered this day by me.
WITNESS MY SIGNATURE AND SEAL OF OFFICE this __________________.
Comptroller of Public Accounts
of the State of Texas
SEAL]
c) Form of Certificate of Trustee.
CERTIFICATE OF TRUSTEE
It is hereby certified that this is one of the Bonds of the series of Bonds referred to in the
within mentioned Indenture.
REGIONS BANK
as Trustee
DATED: _________________
By: _____________________________
Authorized Signatory
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d) Form of Assignment.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (print
or typewrite name and address, including zip code, of Transferee.)
Social Security or other identifying number: ____________________________) the within Bond
and all rights hereunder, and hereby irrevocably constitutes and appoints
attorney, to register the transfer of the
within Bond on the books kept for registration thereof, with full power of substitution in the
premises.
Dated: ___________________________
Signature Guaranteed by:
Authorized Signatory
NOTICE: The signature on this Assignment
must correspond with the name of the
registered owner as it appears on the face of
the within Bond in every particular and must
be guaranteed in a manner acceptable to the
Trustee.
e) The Initial Bond shall be in the form set forth in paragraphs (a) through (d) of this
section, except for the following alterations:
i) immediately under the name of the Bond the heading "INTEREST RATE" and
MATURITY DATE" shall both be completed with the expression "As Shown Below," and the
reference to the "CUSIP NUMBER" shall be deleted;
ii) in the first paragraph of the Bond, the words "on the Maturity Date, as specified
above, the sum of ______________________________ DOLLARS" shall be deleted and the
following will be inserted: "on September 15 in each of the years, in the principal amounts and
bearing interest at the per annum rates set forth in the following schedule:
Yea
Principal
Amount ($)
Interest
Rate (%)
Information to be inserted from Section 3.2(c))"; and
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iii) the Initial Bond shall be numbered T-1.
Section 5.3. CUSIP Registration.
The City may secure identification numbers through CUSIP Global Services, managed by
FactSet Research Systems on behalf of the American Bankers Association, New York, New York,
and may authorize the printing of such numbers on the face of the Bonds. It is expressly provided,
however, that the presence or absence of CUSIP numbers on the Bonds shall be of no significance
or effect as regards the legality thereof and none of the City, the attorneys approving said Bonds
as to legality or the Trustee are to be held responsible for CUSIP numbers incorrectly printed on
the Bonds. Except as authorized under Section 4.5 hereof, the City prohibits any Bond to be issued
in a denomination of less than $25,000 and further prohibits the assignment of a CUSIP number
to any Bond with a denomination of less than $25,000, and any attempt to accomplish either of the
foregoing shall be void and of no effect. The Trustee may include in any redemption notice a
statement to the effect that the CUSIP numbers on the Bonds have been assigned by an independent
service and are included in such notice solely for the convenience of the Bondholders and that
neither the City nor the Trustee shall be liable for any inaccuracies in such numbers.
Section 5.4. Legal Opinion.
The approving legal opinion of Bond Counsel may be printed on or attached to each Bond
over the certification of the City Secretary of the City, which may be executed in facsimile.
ARTICLE VI
FUNDS AND ACCOUNTS
Section 6.1. Establishment of Funds and Accounts.
a) Creation of Funds. The following Funds are hereby created and established
under this Indenture:
i) Pledged Revenue Fund;
ii) Bond Fund;
iii) Project Fund;
iv) Reserve Fund;
v) Redemption Fund;
vi) Rebate Fund; and
vii) Administrative Fund.
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b) Creation of Accounts.
i) The following Accounts are hereby created and established under the Bond
Fund:
A) Principal and Interest Account; and
B) Improvement Area #4 Capitalized Interest Account.
ii) The following Accounts are hereby created and established under the
Reserve Fund:
A) Reserve Account; and
B) Delinquency and Prepayment Reserve Account.
iii) The following Accounts are hereby created and established under the
Project Fund:
A) Improvement Area #2 Bond Improvement Account;
B) Improvement Area #3 Bond Improvement Account;
C) Improvement Area #4 Bond Improvement Account; and
D) Costs of Issuance Account.
iv) The following Account is hereby created and established under the Pledged
Revenue Fund:
A) Bond Pledged Revenue Account.
c) Each Fund and each Account created within such Fund shall be maintained by the
Trustee separate and apart from all other funds and accounts of the City. The Pledged Funds shall
constitute trust funds which shall be held in trust by the Trustee as part of the Trust Estate solely
for the benefit of the Owners of the Bonds. Amounts on deposit in the Funds and Accounts shall
be used solely for the purposes set forth herein.
d) Interest earnings and profit on each respective Fund and Account established by
this Indenture shall be applied or withdrawn for the purposes of such Fund or Account as specified
below.
Section 6.2. Initial Deposits to Funds and Accounts. (a) The proceeds from the sale
of the Bonds shall be paid to the Trustee and deposited or transferred by the Trustee as follows:
i) to the Improvement Area #4 Capitalized Interest Account of the Bond Fund:
252,342.10;
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ii) to the Reserve Account of the Reserve Fund: $707,563.85, which is equal
to the initial Reserve Account Requirement;
iii) to the Improvement Area #2 Bond Improvement Account of the Project
Fund: $3,206,693.15;
iv) to the Improvement Area #3 Bond Improvement Account of the Project
Fund: $2,093,841.67;
v) to the Improvement Area #4 Bond Improvement Account of the Project
Fund: $2,784,666.77;
viii) to the Costs of Issuance Account of the Project Fund: $501,629.30; and
ix) to the Administrative Fund: $120,000.00.
b) Funds received from the City on the Closing Date in the amount of not less than
98,370.70 shall be deposited to the Costs of Issuance Account of the Project Fund.
Section 6.3. Pledged Revenue Fund.
a) Immediately upon receipt thereof, the City shall transfer to the Trustee for deposit
to the Pledged Revenue Fund each Assessment and Annual Installment, other than the portion of
each Assessment and Annual Installment allocated to the payment of Annual Collection Costs and
Delinquent Collection Costs, which shall be deposited to the Administrative Fund in accordance
with Section 6.9 hereof. Specifically, following the initial deposit to the Pledged Revenue Fund,
the City shall transfer or cause to be transferred the following amounts from the Pledged Revenue
Fund to the following Accounts: (i) first, to the Bond Pledged Revenue Account of the Pledged
Revenue Fund, an amount sufficient to pay debt service on the Bonds next coming due, and (ii)
second, if necessary, to the Reserve Account of the Reserve Fund, an amount to cause the amount
in the Reserve Account to equal the Reserve Account Requirement. Notwithstanding the
foregoing, the Additional Interest shall only be utilized for the purposes set forth in Section 6.7
hereof and, immediately following the initial deposit to the Pledged Revenue Fund, prior to any
other transfers or deposits being made under this Section 6.3(a), if the Delinquency and
Prepayment Reserve Account of the Reserve Fund does not contain the Delinquency and
Prepayment Reserve Requirement and Additional Interest is collected, then all such Additional
Interest will be transferred into the Delinquency and Prepayment Reserve Account until the
Delinquency and Prepayment Reserve Requirement is met. In addition, in the event the City owes
Rebatable Arbitrage to the United States Government pursuant to Section 6.8 hereof, the City shall
provide written direction to the Trustee to transfer to the Rebate Fund, prior to any other transfer
under this Section 6.3(a), the full amount of Rebatable Arbitrage owed by the City, as provided in
Sections 6.8 and 6.10(f) hereof. If any funds remain on deposit in the Pledged Revenue Fund after
the foregoing deposits and the deposits of Prepayments and Foreclosure Proceeds, as described
below, are made, the City shall have the option, in its sole and absolute discretion, to use such
excess funds for any one or more of the following purposes: (1) pay other costs of the Authorized
Improvements, (2) pay other costs permitted by the PID Act, or (3) deposit such excess into the
Redemption Fund to redeem Bonds as provided in Article IV. Along with each transfer to the
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Trustee, the City shall provide a certificate as to the funds, accounts and payments into which the
amounts are to be deposited or paid.
b) From time to time as needed to pay the obligations relating to the Bonds, but no
later than five (5) Business Days before each Interest Payment Date, the Trustee shall withdraw
from the Pledged Revenue Fund and transfer to the Principal and Interest Account of the Bond
Fund, an amount, taking into account any amounts then on deposit in such Principal and Interest
Account and any expected transfers from the Improvement Area #4 Capitalized Interest Account
to the Principal and Interest Account, such that the amount on deposit in the Principal and Interest
Account equals the principal (including any Sinking Fund Installments) and interest due on the
Bonds on the next Interest Payment Date.
c) If, after the foregoing transfers and any transfer from the Reserve Fund as provided
in Section 6.7, there are insufficient funds to make the payments provided in paragraph (b) above,
the Trustee shall apply the available funds in the Principal and Interest Account first to the payment
of interest, then to the payment of principal (including any Sinking Fund Installments) on the
Bonds.
d) The Trustee shall transfer Prepayments to the Redemption Fund promptly after
deposit of such amounts into the Pledged Revenue Fund.
e) Promptly after the deposit of Foreclosure Proceeds into the Pledged Revenue Fund,
the Trustee shall transfer such Foreclosure Proceeds first to the Reserve Fund to restore any
transfers from the Accounts within the Reserve Fund made with respect to the particular Assessed
Property to which the Foreclosure Proceeds relate (first to replenish the Reserve Account
Requirement, and second to replenish the Delinquency and Prepayment Reserve Requirement),
and second, to the Redemption Fund, to be used to prepay assessments to which the Foreclosure
Proceeds relate pursuant to Section 4.4 hereof.
f) After satisfaction of the requirement to provide for the final payment of the
principal and interest on the Bonds and to fund any deficiency that may exist in the Reserve Fund,
the Trustee shall transfer any Pledged Revenues remaining in the Pledged Revenue Fund for the
purposes set forth in Section 6.3(a) hereof, as directed by the City in a City Order.
Section 6.4. Bond Fund.
a) On each Interest Payment Date, the Trustee shall withdraw from the Principal and
Interest Account of the Bond Fund and transfer to the Paying Agent/Registrar the principal
including any Sinking Fund Installments) and interest then due and payable on the Bonds, less
any amount to be used to pay interest on the Bonds on such Interest Payment Date from the
Improvement Area #4 Capitalized Interest Account as provided below.
b) If amounts in the Principal and Interest Account are insufficient for the purposes
set forth in paragraph (a) above, the Trustee shall withdraw from the Reserve Fund amounts to
cover the amount of such insufficiency pursuant to Section 6.7(g). Amounts so withdrawn from
the Reserve Fund shall be deposited in the Principal and Interest Account of the Bond Fund and
transferred to the Paying Agent/Registrar.
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c) If, after the foregoing transfers and any transfer from the Reserve Fund as provided
in Section 6.7, there are insufficient funds to make the payments provided in paragraph (a) above,
the Trustee shall apply the available funds in the Principal and Interest Account first to the payment
of interest, then to the payment of principal (including any Sinking Fund Installments) on the
Bonds.
d) Moneys in the Improvement Area #4 Capitalized Interest Account shall be used for
the payment of all interest due on the Bonds with respect to the Improvement Area #4 Assessment
on March 15, 2027 and September 15, 2027. Any amounts on deposit to the Improvement Area
4 Capitalized Interest Account after the foregoing payments shall be transferred to the
Improvement Area #4 Bond Improvement Account of the Project Fund, or if the Improvement
Area #4 Bond Improvement Account of the Project Fund has been closed as provided in Section
6.5(d), such amounts shall be transferred to the Redemption Fund to be used to redeem Bonds in
accordance with Section 4.4 hereof and the Improvement Area #4 Capitalized Interest Account
shall be closed.
Section 6.5. Project Fund.
a) Money on deposit in the Project Fund shall be used for the purposes specified in
Section 3.1.
b)
1) Disbursements from the Costs of Issuance Account of the Project Fund shall
be made by the Trustee to pay costs of issuance of the Bonds pursuant to (i) one or more
City Orders or (ii) the instructions on the closing memorandum to be issued by the City's
financial advisor as of the Closing Date and signed by the City's financial advisor.
2) Disbursements from the Bond Improvement Accounts of the Project Fund
to pay Actual Costs shall be made by the Trustee upon receipt by the Trustee of a properly
executed and completed Certificate for Payment. The funds from the respective Bond
Improvement Account of the Project Fund shall be disbursed in accordance with a
Certificate for Payment as described in the Reimbursement Agreement. Each such
Certificate for Payment shall include a list of the payees and the payments to be made to
such payees as well as a statement that all payments shall be made by check or wire transfer
in accordance with the payment instructions set forth in such Certificate for Payment or in
the invoices submitted therewith and the Trustee may rely on such payment instructions
with no duty to investigate or inquire as to the authenticity of or authorization for the
invoice or the payment instructions contained therein.
c) Except as provided in Section 6.5(d) and (f), money on deposit in the Improvement
Area #2 Bond Improvement Account of the Project Fund shall be used solely to pay Actual Costs
of the Improvement Area #2 Improvements, money on deposit in the Improvement Area #3 Bond
Improvement Account of the Project Fund shall be used solely to pay Actual Costs of the
Improvement Area #3 Improvements, and money on deposit in the Improvement Area #4 Bond
Improvement Account of the Project Fund shall be used solely to pay Actual Costs of the
Improvement Area #4 Improvements.
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d) If the City Representative determines in his or her sole discretion that amounts then
on deposit in any Bond Improvement Account of the Project Fund are not expected to be expended
for purposes of such Bond Improvement Account of the Project Fund due to the abandonment, or
constructive abandonment, of one or more of the Improvement Areas #2-4 Improvements such
that, in the opinion of the City Representative, it is unlikely that the amounts in such Bond
Improvement Account of the Project Fund will ever be expended for the purposes of the respective
Bond Improvement Account of the Project Fund, the City Representative shall file a City Order
with the Trustee which identifies the amounts then on deposit in the applicable Bond Improvement
Account of the Project Fund that are not expected to be used for purposes of such Bond
Improvement Account of the Project Fund. If such City Order is so filed, the identified amounts
on deposit in such Bond Improvement Account of the Project Fund shall be transferred to the Bond
Fund or to the Redemption Fund as directed by the City Representative in a City Order filed with
the Trustee. Upon such transfers, the applicable Bond Improvement Account of the Project Fund
shall be closed.
e) In making any determination pursuant to this Section, the City Representative may
conclusively rely upon a certificate of an Independent Financial Consultant.
f) Upon the filing of a City Order stating that all Improvement Area #2 Improvements,
Improvement Area #3 Improvements, or Improvement Area #4 Improvements, as applicable in the
relevant context, have been completed and that all Actual Costs have been paid with respect
thereto, or that any Actual Costs are not required to be paid from the respective Bond Improvement
Account of the Project Fund pursuant to a Certificate for Payment, the Trustee shall transfer the
amount, if any, remaining within the respective Bond Improvement Account of the Project Fund
to the Bond Fund or to the Redemption Fund as directed by the City Representative in a City Order
filed with the Trustee. Upon such transfer, the respective Bond Improvement Account of the
Project Fund shall be closed.
g) Upon a determination by the City Representative that all costs of issuance of the
Bonds have been paid, any amounts remaining in the Costs of Issuance Account shall be
transferred to the Principal and Interest Account and used to pay interest on the Bonds, as directed
in a City Order filed with the Trustee, and the Costs of Issuance Account shall be closed.
h) In the event the Developer has not completed the Improvement Areas #2-4
Improvements by April 22, 2031, then the City may provide written direction to the Trustee to (i)
transfer all funds on deposit in the Bond Improvement Accounts of the Project Fund to the
Redemption Fund to redeem Bonds pursuant to Section 4.4 hereof. Upon such transfers, the Bond
Improvement Accounts of the Project Fund shall be closed.
Section 6.6. Redemption Fund.
The Trustee shall cause to be deposited to the Redemption Fund from the Pledged Revenue
Fund an amount sufficient to redeem Bonds as provided in Sections 4.3 and 4.4 on the dates
specified for redemption as provided in Sections 4.3 and 4.4. Amounts on deposit in the
Redemption Fund shall be used and withdrawn by the Trustee to redeem Bonds as provided in
Article IV.
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Section 6.7. Reserve Fund.
a) The City agrees with the Owners of the Bonds to accumulate and, when
accumulated, maintain in the Reserve Account, an amount equal to not less than the Reserve
Account Requirement. All amounts deposited in the Reserve Account shall be used and withdrawn
by the Trustee for the purpose of making transfers to the Principal and Interest Account of the
Bond Fund as provided in this Indenture. The Trustee will transfer from the Pledged Revenue
Fund to the Delinquency and Prepayment Reserve Account on March 15 of each year,
commencing March 15, 2027, an amount equal to the Additional Interest until the Delinquency
and Prepayment Reserve Requirement has been accumulated in the Delinquency and Prepayment
Reserve Account; provided, however, that at any time the amount on deposit in the Delinquency
and Prepayment Reserve Account is less than Delinquency and Prepayment Reserve Requirement,
the Trustee shall resume depositing the Additional Interest into the Delinquency and Prepayment
Reserve Account until the Delinquency and Prepayment Reserve Requirement has accumulated in
the Delinquency and Prepayment Reserve Account. In calculating the amounts to be transferred
pursuant to this Section, the Trustee may conclusively rely on the Annual Installment as shown on
the applicable Assessment Roll in the Service and Assessment Plan unless and until it receives a
City Order directing that a different amount be used. The Additional Interest shall continue to be
collected and deposited pursuant to this Section 6.7 until the Bonds are no longer Outstanding.
b) Whenever a transfer is made from the Reserve Fund to the Bond Fund due to a
deficiency in the Bond Fund, the Trustee shall provide written notice thereof to the City, specifying
the amount withdrawn and the source of said funds.
c) In the event of an extraordinary optional redemption of Bonds from the proceeds
of a Prepayment pursuant to Section 4.4, the Trustee, pursuant to prior written directions from the
City, shall transfer from the Reserve Account of the Reserve Fund to the Redemption Fund the
amount specified in such directions, which shall be an amount equal to the principal amount of
Bonds to be redeemed multiplied by the lesser of: (i) the amount required to be in the Reserve
Account of the Reserve Fund divided by the principal amount of Outstanding Bonds prior to the
redemption, and (ii) the amount actually in the Reserve Account of the Reserve Fund divided by
the principal amount of Outstanding Bonds prior to the redemption. If after such transfer, and after
applying investment earnings on the Prepayment toward payment of accrued interest, there are
insufficient funds to pay the principal amount plus accrued and unpaid interest on such Bonds to
the date fixed for redemption of the Bonds to be redeemed as a result of such Prepayment, the
Trustee shall transfer an amount equal to the shortfall or any additional amounts to permit the
redemption of Bonds to be redeemed in minimum principal amounts of $1,000 from the
Delinquency and Prepayment Reserve Account to the Redemption Fund to be applied to the
redemption of the Bonds.
d) Whenever, on any Interest Payment Date, or on any other date at the request of a
City Representative, the value of cash and Value of Investment Securities on deposit in the Reserve
Account exceeds the Reserve Account Requirement, the Trustee shall provide written notice to the
City Representative of the amount of the excess. Such excess shall be transferred to the Principal
and Interest Account to be used for the payment of interest on the Bonds on the next Interest
Payment Date in accordance with Section 6.4, unless within thirty days of such notice to the City
Representative, the Trustee receives a City Order instructing the Trustee to apply such excess: (i)
to pay amounts due under Section 6.8 hereof, (ii) to the Administrative Fund in an amount not
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more than the Annual Collection Costs for the Bonds, (iii) to each of the Bond Improvement
Accounts of the Project Fund, on a pro rata basis based upon the respective amount initially
deposited to each Bond Improvement Account of the Project Fund pursuant to subsections 6.2(v)
vii) herein, to pay Actual Costs if such application and the expenditure of funds is expected to
occur within three years of the date hereof, or (iv) to the Redemption Fund to be applied to the
redemption of the Bonds.
e) Whenever, on any Interest Payment Date, or on any other date at the written request
of the City Representative, the amounts on deposit in the Delinquency and Prepayment Reserve
Account exceed the Delinquency and Prepayment Reserve Requirement, the Trustee shall provide
written notice to the City of the amount of the excess, and such excess shall be transferred, at the
direction of the City pursuant to a City Order, to the Administrative Fund for the payment of
Annual Collection Costs or to the Redemption Fund. In the event that the Trustee does not receive
a City Order directing the transfer of such excess to the Administrative Fund within 45 days of
providing notice to the City of such excess, the Trustee shall transfer such excess to the
Redemption Fund to redeem Bonds pursuant to Section 4.4 hereof and provide the City with
written notification of the transfer. The Trustee shall incur no liability for the accuracy or validity
of the transfer so long as the Trustee made such transfer in full compliance with this Section.
f) Reserved.
g) Whenever, on any Interest Payment Date, the amount on deposit in the Bond Fund
is insufficient to pay the debt service on the Bonds due on such date, the Trustee shall transfer first
from the Delinquency and Prepayment Reserve Account of the Reserve Fund and second from the
Reserve Account of the Reserve Fund to the Bond Fund the amounts necessary to cure such
deficiency.
h) At the final maturity of the Bonds, the amount on deposit in the Reserve Account
and the Delinquency and Prepayment Reserve Account shall be transferred to the Principal and
Interest Account of the Bond Fund and applied to the payment of the principal of the Bonds.
i) If, after a Reserve Account withdrawal, the amount on deposit in the Reserve
Account is less than the Reserve Account Requirement, the Trustee shall transfer from the Pledged
Revenue Fund to the Reserve Account the amount of such deficiency, but only to the extent that
such amount is not required for the timely payment of principal, interest, or Sinking Fund
Installments.
j) If the amount held in the Reserve Fund together with the amount held in the Pledged
Revenue Fund, the Bond Fund and Redemption Fund (subject to Section 4.4 hereof) is sufficient
to pay the principal amount and of all Outstanding Bonds on the next date the Bonds may be
optionally redeemed by the City at a redemption price of par, together with the unpaid interest
accrued on such Bonds as of such date, the moneys shall be transferred to the Redemption Fund
and thereafter used to redeem all Bonds on such date.
Section 6.8. Rebate Fund: Rebatable Arbitrage.
a) The Rebate Fund is to be held by the Trustee in accordance with the terms and
provisions of this Indenture. Amounts on deposit in the Rebate Fund shall be used solely for the
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purpose of paying amounts due the United States Government in accordance with the Code. The
Rebate Fund shall not be part of the Trust Estate and shall not be security for the Bonds.
b) In order to assure that Rebatable Arbitrage is paid to the United States rather than
to a third party, investments of funds on deposit in the Rebate Fund shall be made in accordance
with the Code and the City's federal tax certificate for the Bonds, as further set forth in written
directions from the City to the Trustee. The Trustee may conclusively rely on such written
instructions as set forth in this Section and shall not be responsible for any loss or liability resulting
from the investment of funds under this Section, but only so long as the Trustee follows such
written instructions in all respects.
c) The Trustee conclusively shall be deemed to have complied with the provisions of
this Section and shall not be liable or responsible if it follows the written instructions of the City
and shall not be required to take any action under this Section in the absence of instructions from
the City.
d) If, on the date of each annual calculation, the amount on deposit in the Rebate Fund
exceeds the amount of the Rebatable Arbitrage, the City may direct the Trustee, pursuant to a City
Order, to transfer the amount in excess of the Rebatable Arbitrage to the Bond Fund.
Section 6.9. Administrative Fund.
a) Immediately upon receipt thereof, the City shall deposit or cause to be deposited to
the Administrative Fund the portion of each Assessment and Annual Installment allocated to the
payment of Annual Collection Costs and Delinquent Collection Costs, as set forth in the Service
and Assessment Plan.
b) Moneys in the Administrative Fund shall be held by the Trustee separate and apart
from the other Funds created and administered hereunder and used as directed by a City Order
solely for the purposes set forth in the Service and Assessment Plan, including payment of Annual
Collection Costs and Delinquent Collection Costs. The Administrative Fund shall not be part of
the Trust Estate and shall not be security for the Bonds.
Section 6.10. Investment of Funds.
a) Money in any Fund or Account, other than the Reserve Fund, shall be invested by
the Trustee in Investment Securities as directed by the City pursuant to a City Order filed with the
Trustee; provided that all such deposits and investments shall be made in such manner that the
money required to be expended from any Fund or Account will be available at the proper time or
times. Money in the Reserve Fund shall be invested in such Investment Securities as directed by
the City pursuant to a City Order filed with the Trustee, provided that the final maturity of any
individual Investment Security shall not exceed 270 days and the average weighted maturity of
any investment pool or no-load money market mutual fund shall not exceed 90 days. Each such
City Order shall be a certification, upon which the Trustee may conclusively rely without
investigation or inquiry, that the investment directed therein constitutes an Investment Security
and that such investments meet the maturity and average weighted maturity requirements set forth
in the preceding sentence. Such investments shall be valued each year in terms of the Value of
Investment Securities as of September 30. For purposes of maximizing investment returns, to the
extent permitted by law, money in the Funds and Accounts may be invested in common
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investments of the kind described above, or in a common pool of such investment which shall be
kept and held at an official depository bank, which shall not be deemed to be or constitute a
commingling of such money or funds provided that safekeeping receipts or certificates of
participation clearly evidencing the investment or investment pool in which such money is invested
and the share thereof purchased with such money or owned by such Fund or Account are held by
or on behalf of each such Fund or Account. If necessary, such investments shall be promptly sold
to prevent any default under this Indenture. To ensure that cash on hand is invested, if the City
does not give the Trustee written or timely instructions with respect to investments of funds, the
Trustee is hereby directed to invest and re-invest cash balances in investments authorized and
permitted under the Public Funds Investment Act, Texas Government Code, Chapter 2256, as
amended, or any successor law, and only so long as such investments constitute Investment
Securities and the money required to be expended from any Fund will be available at the proper
time or times.
b) Obligations purchased as an investment of moneys in any Fund or Account shall be
deemed to be part of such Fund or Account, subject, however, to the requirements of this Indenture
for transfer of interest earnings and profits resulting from investment of amounts in Funds and
Accounts. Whenever in this Indenture any moneys are required to be transferred by the City to
the Trustee, such transfer may be accomplished by transferring a like amount of Investment
Securities.
c) The Trustee and its affiliates may act as sponsor, advisor, depository, principal or
agent in the acquisition or disposition of any investment. The Trustee shall not incur any liability
for losses arising from any investments made pursuant to this Section. The Trustee shall not be
required to determine the legality of any investments.
d) Investments in any and all Funds and Accounts may be commingled in a separate
fund or funds for purposes of making, holding and disposing of investments, notwithstanding
provisions herein for transfer to or holding in or to the credit of particular Funds or Accounts of
amounts received or held by the Trustee hereunder, provided that the Trustee shall at all times
account for such investments strictly in accordance with the Funds and Accounts to which they
are credited and otherwise as provided in this Indenture.
e) The Trustee will furnish to the City, upon the City's written request, periodic cash
transaction statements which include detail for all investment transactions effected by the Trustee
or brokers selected by the City. Upon the City's election, such statements will be delivered via the
Trustee's online service and upon electing such service, paper statements will be provided only
upon request. The City waives the right to receive brokerage confirmations of security transactions
effected by the Trustee as they occur, to the extent permitted by law. The City further understands
that trade confirmations for securities transactions effected by the Trustee will be available upon
request and at no additional cost and other trade confirmations may be obtained from the applicable
broker.
f) In the event it is found, after an annual calculation has been done pursuant to
Section 6.8 hereof, that the City owes Rebatable Arbitrage to the United States Government, the
City shall direct the Trustee, pursuant to a City Order, to transfer to the Rebate Fund the investment
earnings on funds on deposit in the Pledged Funds in an amount equal to the Rebatable Arbitrage
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owed by the City. The City Order shall specify the amount to the transferred and the Pledged Fund
or Pledged Funds from which the investment earnings shall be transferred.
Section 6.11. Security of Funds.
All Funds heretofore created or reaffirmed, to the extent not invested as herein permitted,
shall be secured in the manner and to the fullest extent required by law for the security of public
funds, and such Funds shall be used only for the purposes and in the manner permitted or required
by this Indenture.
ARTICLE VII
COVENANTS
Section 7.1. Confirmation of Assessment.
The City hereby confirms, covenants, and agrees that, in the Assessment Ordinance, it has
levied the Assessment against the Assessed Property from which the Assessment Revenues will
be collected and received.
Section 7.2. Collection and Enforcement of Assessment.
a) For so long as any Bonds are Outstanding, the City covenants, agrees and warrants
that it will take and pursue all reasonable actions permissible under Applicable Laws to cause each
Assessment to be collected and the liens thereof enforced continuously, in the manner and to the
maximum extent permitted by Applicable Laws, and to cause no reduction, abatement or
exemption in each Assessment.
b) To the extent permitted by law, notice of the applicable Annual Installment shall
be sent by, or on behalf of, the City to the affected property owners on the same statement or such
other mechanism that is used by the City, so that each Annual Installment is collected
simultaneously with ad valorem taxes and shall be subject to the same penalties, procedures, and
foreclosure sale in case of delinquencies as are provided for ad valorem taxes of the City.
c) The City will determine or cause to be determined, no later than February 15 of
each year, whether or not any Annual Installment is delinquent and, if such delinquencies exist,
the City will order and cause to be commenced as soon as practicable any and all appropriate and
legally permissible actions to obtain such Annual Installment, and any delinquent charges and
interest thereon, including diligently prosecuting an action in district court to foreclose the
currently delinquent Annual Installment. Notwithstanding the foregoing, the City shall not be
required under any circumstances to purchase or make payment for the purchase of the delinquent
Assessment or the corresponding particular Assessed Property.
d) The City shall not be required under any circumstances to expend any funds for
Delinquent Collection Costs or Annual Collection Costs in connection with its covenants and
agreements under this Section or otherwise other than funds on deposit in the Administrative Fund.
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Section 7.3. Against Encumbrances.
a) Other than Refunding Bonds, the City shall not create and, to the extent Pledged
Revenues are received, shall not suffer to remain, any lien, encumbrance or charge upon the Trust
Estate or upon any other property pledged under this Indenture, except the pledge created for the
security of the Bonds, and other than a lien or pledge subordinate to the lien and pledge of such
property related to the Bonds.
b) So long as Bonds are Outstanding hereunder, the City shall not issue any bonds,
notes or other evidences of indebtedness, other than the Bonds and Refunding Bonds, secured by
any pledge of or other lien or charge on the Trust Estate or other property pledged under this
Indenture, other than a lien or pledge subordinate to the lien and pledge of such property related
to the Bonds.
Section 7.4. Records, Accounts, Accounting Reports.
The City hereby covenants and agrees that so long as any Bonds are Outstanding, it will
keep and maintain a proper and complete system of records and accounts pertaining to each
Assessment. The Trustee and holder or holders of any Bonds or any duly authorized agent or agents
of such holders shall have the right at all reasonable times to inspect all such records, accounts,
and data relating thereto, upon written request to the City by the Trustee or duly authorized
representative, as applicable. The City shall provide the Trustee or duly authorized representative,
as applicable, an opportunity to inspect such books and records relating to the Bonds during the
City's regular business hours and on a mutually agreeable date not later than twenty days after the
City receives such request.
Section 7.5. Covenants Regarding Tax Exemption of Interest on Bonds.
a) The City covenants to take any action necessary to assure, or refrain from any action
that would adversely affect, the treatment of the Bonds as an obligation described in section 103
of the Code, the interest on which is not includable in the "gross income" of the holder for purposes
of federal income taxation. In furtherance thereof, the City covenants as follows:
1) to take any action to assure that no more than 10 percent of the proceeds of
the Bonds (less amounts deposited to a reserve fund, if any) are used for any "private
business use," as defined in section 141(b)(6) of the Code or, if more than 10 percent of
the proceeds or the projects financed therewith are so used, such amounts, whether or not
received by the City, with respect to such private business use, do not, under the terms of
this Article or any underlying arrangement, directly or indirectly, secure or provide for the
payment of more than 10 percent of the debt service on the Bonds, in contravention of
section 141(b)(2) of the Code;
2) to take any action to assure that in the event that the "private business use"
described in subsection (1) hereof exceeds 5 percent of the proceeds of the Bonds or the
projects financed therewith (less amounts deposited into a reserve fund, if any) then the
amount in excess of 5 percent is used for a "private business use" that is "related" and not
disproportionate," within the meaning of section 141(b)(3) of the Code, to the
governmental use;
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3) to take any action to assure that no amount that is greater than the lesser of
5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a reserve
fund, if any) is directly or indirectly used to finance loans to persons, other than state or
local governmental units, in contravention of section 141(c) of the Code;
4) to refrain from taking any action that would otherwise result in the Bonds
being treated as a "private activity bond" within the meaning of section 141(b) of the Code;
5) to refrain from taking any action that would result in the Bonds being
federally guaranteed" within the meaning of section 149(b) of the Code;
6) to refrain from using any portion of the proceeds of the Bonds, directly or
indirectly, to acquire or to replace funds that were used, directly or indirectly, to acquire
investment property (as defined in section 148(b)(2) of the Code) that produces a materially
higher yield over the term of the Bonds, other than investment property acquired with –
A) proceeds of the Bonds invested for a reasonable temporary period of
3 years or less or, in the case of refunding bonds, for a period of 90 days or less
until such proceeds are needed for the purpose for which the Bonds or refunding
bonds are issued,
B) amounts invested in a bona fide debt service fund, within the
meaning of section 1.148-1(b) of the Treasury Regulations, and
C) amounts deposited in any reasonably required reserve or
replacement fund to the extent such amounts do not exceed 10 percent of the
proceeds of the Bonds;
7) to otherwise restrict the use of the proceeds of the Bonds or amounts treated
as proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise
contravene the requirements of section 148 of the Code (relating to arbitrage);
8) to refrain from using the proceeds of the Bonds or proceeds of any prior
bonds to pay debt service on another issue more than 90 days after the date of issue of the
Bonds in contravention of the requirements of section 149(d) of the Code (relating to
advance refundings); and
9) to pay to the United States of America at least once during each five-year
period (beginning on the Delivery Date) an amount that is at least equal to 90 percent of
the "Excess Earnings," within the meaning of section 148(f) of the Code and to pay to the
United States of America, not later than 60 days after the Bonds have been paid in full, 100
percent of the amount then required to be paid as a result of Excess Earnings under section
148(f) of the Code; and
10) to file or cause to be filed with the Secretary of the Treasury, not later than
the fifteenth (15th) day of the second calendar month after the close of the calendar quarter
in which the Bonds are issued, an information statement concerning the Bonds, all under
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and in accordance with section 149(e) of the Code and the applicable Treasury Regulations
promulgated thereunder;
11) to assure that the proceeds of the Bonds will be used solely for new money
projects; and
12) to establish reasonable expectations to prevent using the proceeds of the
Bonds in contravention of the requirements of section 149(g) of the Code (relating to hedge
bonds).
b) In order to facilitate compliance with the above covenant (a)(9), the Rebate Fund is
established by the City pursuant to Section 6.1 for the sole benefit of the United States of America,
and such Rebate Fund shall not be subject to the claim of any other person, including without
limitation the registered Owner. The Rebate Fund is established for the additional purpose of
compliance with section 148 of the Code.
c) The City understands that the term "proceeds" includes "disposition proceeds" as
defined in the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if
any) and proceeds of the refunded bonds expended prior to the date of issuance of the Bonds. It
is the understanding of the City that the covenants contained herein are intended to assure
compliance with the Code and any regulations or rulings promulgated by the U.S. Department of
the Treasury pursuant thereto (the "Treasury Regulations"). In the event that regulations or rulings
are hereafter promulgated that modify or expand provisions of the Code, as applicable to the
Bonds, the City will not be required to comply with any covenant contained herein to the extent
that such failure to comply, in the opinion of nationally recognized bond counsel, will not
adversely affect the exemption from federal income taxation of interest on the Bonds under section
103 of the Code. In the event that regulations or rulings are hereafter promulgated that impose
additional requirements applicable to the Bonds, the City agrees to comply with the additional
requirements to the extent necessary, in the opinion of nationally recognized bond counsel, to
preserve the exemption from federal income taxation of interest on the Bonds under section 103
of the Code. In furtherance of such intention, the City hereby authorizes and directs the Mayor,
City Manager and Finance Director to execute any documents, certificates or reports required by
the Code and to make such elections, on behalf of the City, that may be permitted by the Code as
are consistent with the purpose for the issuance of the Bonds.
d) The City covenants to account for the expenditure of sale proceeds and investment
earnings to be used for Costs on its books and records in accordance with the requirements of the
Code. The City recognizes that in order for the proceeds to be considered used for the
reimbursement of costs, the proceeds must be allocated to expenditures within 18 months of the
later of the date that (1) the expenditure is made, or (2) the Improvement Areas #2-4 Improvements
are completed; but in no event later than three years after the date on which the original expenditure
is paid. The foregoing notwithstanding, the City recognizes that in order for proceeds to be
expended under the Code, the sale proceeds or investment earnings must be expended no more
than 60 days after the earlier of (1) the fifth anniversary of the Delivery Date, or (2) the date the
Bonds are retired. The City agrees to obtain the advice of nationally-recognized bond counsel if
such expenditure fails to comply with the foregoing to assure that such expenditure will not
adversely affect the tax-exempt status of the Bonds. For purposes hereof, the City shall not be
obligated to comply with this covenant if it obtains an opinion that such failure to comply will not
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adversely affect the excludability for federal income tax purposes from gross income of the
interest.
e) The City covenants that the projects funded with the proceeds of the Bonds will not
be sold or otherwise disposed in a transaction resulting in the receipt by the City of cash or other
compensation, unless the City obtains an opinion of nationally-recognized bond counsel that such
sale or other disposition will not adversely affect the tax-exempt status of the Bonds. For purposes
of the foregoing, the portion of the property comprising personal property and disposed in the
ordinary course shall not be treated as a transaction resulting in the receipt of cash or other
compensation. For purposes hereof, the City shall not be obligated to comply with this covenant
if it obtains a legal opinion that such failure to comply will not adversely affect the excludability
for federal income tax proposes from gross income of the interest.
ARTICLE VIII
LIABILITY OF CITY
Section 8.1. Liability of City.
a) Neither the full faith and credit nor the general taxing power of the City is pledged
to the payment of the Bonds, and, except for the Trust Estate, no City taxes, fee or revenues from
any source are pledged to the payment of, or available to pay any portion of, the Bonds or any
other obligations relating to the District. The City shall never be liable for any obligations relating
to the Bonds or other obligations relating to the District, other than as specifically provided for in
this Indenture.
b) The City shall not incur any responsibility in respect of the Bonds or this Indenture
other than in connection with the duties or obligations explicitly herein or in the Bonds assigned
to or imposed upon it. The City shall not be liable in connection with the performance of its duties
hereunder, except for its own willful default or act of bad faith. The City shall not be bound to
ascertain or inquire as to the performance or observance of any of the terms, conditions covenants
or agreements of the Trustee herein or of any of the documents executed by the Trustee in
connection with the Bonds, or as to the existence of a default or event of default thereunder.
c) In the absence of bad faith, the City may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon certificates or opinions
furnished to the City and conforming to the requirements of this Indenture. The City shall not be
liable for any error of judgment made in good faith unless it shall be proved that it was negligent
in ascertaining the pertinent facts.
d) No provision of this Indenture, the Bonds, the Assessment Ordinance, or any
agreement, document, instrument, or certificate executed, delivered or approved in connection
with the issuance, sale, delivery, or administration of the Bonds (collectively, the "Bond
Documents"), shall require the City to expend or risk its own general funds or other funds or
otherwise incur any financial liability (other than with respect to the Trust Estate) in the
performance of any of its obligations hereunder, or in the exercise of any of its rights or powers,
if in the judgment of the City there are reasonable grounds for believing that the repayment of such
funds or liability is not reasonably assured to it.
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e) Neither the Owners nor any other Person shall have any claim against the City or
any of its officers, officials, agents, or employees for damages suffered as a result of the City's
failure to perform in any respect any covenant, undertaking, or obligation under any Bond
Documents or as a result of the incorrectness of any representation in, or omission from, any of
the Bond Documents, except to the extent that any such claim relates to an obligation, undertaking,
representation, or covenant of the City, in accordance with the Bond Documents and the PID Act.
Any such claim shall be payable only from the Trust Estate. Nothing contained in any of the Bond
Documents shall be construed to preclude any action or proceeding in any court or before any
governmental body, agency, or instrumentality against the City or any of its officers, officials,
agents, or employees to enforce the provisions of any of the Bond Documents or to enforce all
rights of the Owners of the Bonds by mandamus or other proceeding at law or in equity.
f) The City may rely on and shall be protected in acting or refraining from acting upon
any notice, resolution, request, consent, order, certificate, report, warrant, bond, or other paper or
document believed by it to be genuine and to have been signed or presented by the proper party or
proper parties. The City may consult with counsel with regard to legal questions, and the opinion
of such counsel shall be full and complete authorization and protection in respect of any action
taken or suffered by it hereunder in good faith and in accordance therewith. Whenever in the
administration of its duties under this Indenture the City shall deem it necessary or desirable that
a matter be proved or established prior to taking or suffering any action hereunder, such matter
unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of
willful misconduct on the part of the City, be deemed to be conclusively proved and established
by a certificate of the Trustee, an Independent Financial Consultant, an independent inspector or
City Manager or other person designated by the City Council to so act on behalf of the City, and
such certificate shall be full warrant to the City for any action taken or suffered under the
provisions of this Indenture upon the faith thereof, but in its discretion the City may, in lieu thereof,
accept other evidence of such matter or may require such additional evidence as to it may deem
reasonable.
g) In order to perform its duties and obligations hereunder, the City may employ such
persons or entities as it deems necessary or advisable. The City shall not be liable for any of the
acts or omissions of such persons or entities employed by it in good faith hereunder, and shall be
entitled to rely, and shall be fully protected in doing so, upon the opinions, calculations,
determinations, and directions of such persons or entities.
ARTICLE IX
THE TRUSTEE
Section 9.1. Acceptance of Trust; Trustee as Registrar and Paying Agent.
a) The Trustee accepts and agrees to execute the respective trusts imposed upon it by
this Indenture, but only upon the terms and conditions and subject to the provisions of this
Indenture to all of which the parties hereto and the respective Owners of the Bonds agree. No
implied covenants or obligations shall be read into this Indenture against the Trustee.
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b) The Trustee is hereby designated and agrees to act as Paying Agent/Registrar for
and with respect to the Bonds.
Section 9.2. Trustee Entitled to Indemnity.
The Trustee shall be under no obligation to institute any suit, or to undertake any
proceeding under this Indenture, or to enter any appearance or in any way defend in any suit in
which it may be made defendant, or to take any steps in the execution of the trusts hereby created
or in the enforcement of any rights and powers hereunder, until it shall be indemnified, to the
extent permitted by law, to its satisfaction against any and all costs and expenses, outlays, and
counsel fees and other reasonable disbursements, and against all liability except as a consequence
of its own negligence or willful misconduct; provided, however, that in no event shall the Trustee
request or require indemnification as a condition to making any deposits, payments or transfers
provided such payment or transfer is prior to an Event of Default) when required hereunder, or to
deliver any notice when required hereunder. To the extent permitted by law and during the
occurrence of an Event of Default, the Trustee shall be entitled to indemnification as a condition
to making any deposits, payments or transfers when required hereunder, or to delivering any notice
when required hereunder. Nevertheless, the Trustee may begin suit, or appear in and defend suit,
or exercise any such rights and powers as Trustee, and in such case the Trustee may make transfers
from the Administrative Fund, and to the extent money in the Administrative Fund is insufficient,
from the Pledged Revenue Fund, to pay all fees, costs and expenses, outlays, and counsel fees and
other reasonable disbursements properly incurred in connection therewith and shall, to the extent
permitted by law, be entitled to a preference therefor over any Bonds Outstanding hereunder.
Section 9.3. Responsibilities of the Trustee.
a) The recitals contained in this Indenture and in the Bonds shall be taken as the
statements of the City and the Trustee assumes no responsibility for and undertakes no duty to
verify the correctness of the same. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or the Bonds or with respect to the security afforded by this Indenture,
and the Trustee shall incur no liability with respect thereto. Except as otherwise expressly provided
in this Indenture, the Trustee shall have no responsibility or duty with respect to: (i) the issuance
of Bonds for value; (ii) the application of the proceeds thereof, except to the extent that such
proceeds are received by it in its capacity as Trustee; (iii) the application of any moneys paid to
the City or others in accordance with this Indenture, except as to the application of any moneys
paid to it in its capacity as Trustee; (iv) any calculation of arbitrage or rebate under the Code; (v)
any loss suffered in connection with any investment of funds in accordance with this Indenture; or
vi) to undertake any other action unless specifically authorized pursuant to a written direction by
the City or pursuant to this Indenture.
b) The duties and obligations of the Trustee shall be determined by the express
provisions of this Indenture, and the Trustee shall not be liable except for the performance of such
duties and obligations as are specifically set forth in this Indenture. The Trustee will, prior to any
Event of Default and after curing of any Event of Default, perform such duties and only such duties
as are specifically set forth herein. The Trustee will, during the existence of an Event of Default,
exercise such rights and powers vested in it by this Indenture and use the same degree of care and
skill in its exercise as a prudent person would exercise or use under the circumstances in the
conduct of his/her own affairs.
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c) The Trustee shall not be liable for any action taken or omitted by it in the
performance of its duties under this Indenture, except for its own negligence or willful misconduct.
In no event shall the Trustee be liable for incidental, indirect, special or consequential damages in
connection with or arising from this Indenture for the existence, furnishing or use of the
Improvement Areas #2-4 Improvements. The Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with the direction of the Owners of
not less than a majority in principal amount of the Bonds then Outstanding relating to the time,
method and place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Indenture.
d) The Trustee shall not be liable for any error of judgment made in good faith by any
one of its officers, unless it shall be established that the Trustee was negligent in ascertaining the
pertinent facts.
e) The Trustee's immunities and protections from liability and its right to
indemnification in connection with the performance of its duties under this Indenture shall extend
to the Trustee's officers, directors, agents, attorneys and employees. Such immunities and
protections and rights to indemnification, together with the Trustee's right to compensation, shall
survive the Trustee's resignation or removal, the discharge of this Indenture.
f) The Trustee may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or through agents, attorneys, or receivers, and shall not be
responsible for any misconduct or negligence on the part of any agent, attorney, or receiver
appointed or chosen by it with due care, and the Trustee shall be entitled to rely and act upon the
opinion or advice of counsel, who may be counsel to the City, concerning all matters of trust hereof
and the duties hereunder, and may in all cases pay such reasonable compensation to all such agents,
attorneys, and receivers as may reasonably be employed in connection with the trusts hereof. The
Trustee shall not be responsible for any loss or damage resulting from any action or nonaction by
it taken or omitted to be taken in good faith in reliance upon such opinion or advice of counsel.
g) The Trustee shall not be responsible for any recital herein (except with respect to
the authentication certificate of the Trustee endorsed on the Bonds) or for the recording, filing, or
refiling of this Indenture in connection therewith, or for the validity of the execution by the City
of this Indenture or of any Supplemental Indentures or instruments of further assurance, or for the
sufficiency or security of the Bonds. The Trustee shall not be responsible or liable for any loss
suffered in connection with any investment of funds made by it in accordance with this Indenture.
h) The Trustee makes no representations as to the value or condition of the Trust
Estate or any part thereof, or as to the validity or sufficiency of this Indenture or of the Bonds. The
Trustee shall not be accountable for the use or application of any Bonds or the proceeds thereof or
of any money paid to or upon the order of the City under any provision of this Indenture.
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Section 9.4. Property Held in Trust.
All moneys and securities held by the Trustee at any time pursuant to the terms of this
Indenture shall be held by the Trustee in trust for the purposes and under the terms and conditions
of this Indenture.
Section 9.5. Trustee Protected in Relying on Certain Documents.
a) The Trustee may conclusively rely upon any order, notice, request, consent, waiver,
certificate, statement, affidavit, requisition, bond, or other document provided to the Trustee in
accordance with the terms of this Indenture that it shall in good faith reasonably believe to be
genuine and to have been adopted or signed by the proper board or Person or to have been prepared
and furnished pursuant to any of the provisions of this Indenture, or upon the written opinion of
any counsel, architect, engineer, insurance consultant, management consultant, or accountant that
the Trustee shall in good faith reasonably believe to be qualified in relation to the subject matter
or is selected by the City in accordance with this Indenture, and the Trustee shall be under no duty
to make any investigation or inquiry into, and shall not be deemed to have knowledge of, any
statements contained or matters referred to in any such instrument. The Trustee may consult with
counsel selected by the Trustee with due care that is nationally recognized in the field of municipal
bond law, who may or may not be Bond Counsel, and any advice from such counsel with respect
to compliance with the provisions of this Indenture shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted to be taken by it hereunder, reasonably
and in good faith, in accordance with such advice.
b) Whenever the Trustee shall deem it necessary or desirable that a matter be proved
or established prior to taking or suffering any action under this Indenture, such matter may be
deemed to be conclusively proved and established by a City Order, unless other evidence in respect
thereof be hereby specifically prescribed. Such City Order shall be full warrant for any action taken
or suffered in good faith under the provisions hereof, but the Trustee may in lieu thereof accept
other evidence of such fact or matter or may require such further or additional evidence as it may
deem reasonable. Except as otherwise expressly provided herein, any request, order, notice, or
other direction required or permitted to be furnished pursuant to any provision hereof by the City
to the Trustee shall be sufficiently executed if executed in the name of the City by the City
Representative. The Trustee shall be entitled to conclusively rely upon the foregoing as sufficient
evidence of the facts set forth herein. The execution of any City Order shall constitute, unto the
Trustee, an irrevocable determination that all conditions precedent thereto have occurred.
c) The Trustee shall not be under any obligation to see to the recording or filing of
this Indenture, or otherwise to the giving to any Person of notice of the provisions hereof except
as expressly required in Section 9.13.
Section 9.6. Compensation.
Unless otherwise provided by contract with the Trustee, the Trustee, at the written direction
of the City, shall transfer from the Administrative Fund, the previously determined and agreed
upon, reasonable compensation for all services rendered by it hereunder, including its services as
Paying Agent/Registrar and extraordinary services rendered, together with all its reasonable
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expenses, charges, and other disbursements and those of its counsel, agents and employees,
incurred in and about the administration and execution of the trusts hereby created and the exercise
of its powers and the performance of its duties hereunder, all pursuant to a City Order and subject
to any limit on the amount of such compensation or recovery of expenses or other charges as shall
be prescribed by such City Order, and the Trustee shall have a lien therefor on any and all funds
at any time held by it hereunder prior to any Bonds Outstanding. None of the provisions contained
in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur
financial liability in the performance of any of its duties or in the exercise of any of its rights or
powers, if the Trustee has reasonable grounds for believing that the repayment of such funds or
liability is not reasonably assured to it. If the City shall fail to make any payment required by this
Section, the Trustee shall make such payment from lawfully available funds in the Administrative
Fund, and to the extent moneys in the Administrative Fund are insufficient then from any moneys
in its possession under the provision of this Indenture and shall be entitled to a preference therefor
over any Bonds Outstanding hereunder. The right of the Trustee to fees, expense, and
indemnification, to the extent permitted by law, shall survive the release, discharge, and
satisfaction of the Indenture.
Section 9.7. Permitted Acts.
The Trustee and its directors, officers, employees, or agents may become the owner of or
may in good faith buy, sell, own, hold and deal in Bonds and may join in any action that any Owner
of Bonds may be entitled to take as fully and with the same rights as if it were not the Trustee. The
Trustee may act as depository, and permit any of its officers or directors to act as a member of, or
in any other capacity with respect to, the City or any committee formed to protect the rights of
holders of Bonds or to effect or aid in any reorganization growing out of the enforcement of the
Bonds or this Indenture, whether or not such committee shall represent the holders of a majority
of the Bonds. The permissive right of the Trustee to do things enumerated in this Indenture shall
not be construed as a duty, and the Trustee shall not be liable for any permissive actions taken
except as a consequence of its own negligence or misconduct.
Section 9.8. Resignation of Trustee.
The Trustee may at any time resign and be discharged of its duties and obligations
hereunder by giving not fewer than 60 days' written notice, specifying the date when such
resignation shall take effect, to the City and each Owner of any Outstanding Bond. Such
resignation shall take effect upon the appointment of a successor as provided in Section 9.10 and
the acceptance of such appointment by such successor. Notwithstanding the foregoing, if, after 60
days following receipt of the notice, the City has not appointed a successor Trustee, the Trustee
may apply to a court of competent jurisdiction to appoint a successor Trustee, at no expense to the
City, and such resignation shall take effect upon the court's appointment of a successor Trustee.
Section 9.9. Removal of Trustee.
The Trustee may be removed at any time by (i) the Owners of at least a majority in
aggregate Outstanding principal amount of the Bonds by an instrument or concurrent instruments
in writing signed and acknowledged by such Owners or by their attorneys-in-fact, duly authorized
and delivered to the City, or (ii) so long as the City is not in default under this Indenture, the City.
Copies of each such instrument shall be delivered by the City to the Trustee and any successor
thereof. The Trustee may also be removed at any time for any breach of trust or for acting or
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proceeding in violation of, or for failing to act or proceed in accordance with, any provision of this
Indenture with respect to the duties and obligations of the Trustee by any court of competent
jurisdiction upon the application of the City or the Owners of not less than 10% in aggregate
Outstanding principal amount of the Bonds.
Section 9.10. Successor Trustee.
a) If the Trustee shall resign, be removed, be dissolved, or become incapable of acting,
or shall be adjudged a bankrupt or insolvent, or if a receiver, liquidator, or conservator of the
Trustee or of its property shall be appointed, or if any public officer shall take charge or control of
the Trustee or of its property or affairs, the position of the Trustee hereunder shall thereupon
become vacant.
b) If the position of Trustee shall become vacant for any of the foregoing reasons or
for any other reason, a successor Trustee may be appointed within one year after any such vacancy
shall have occurred by the Owners of at least 50% of the aggregate Outstanding principal amount
of the Bonds by an instrument or concurrent instruments in writing signed and acknowledged by
such Owners or their attorneys-in-fact, duly authorized and delivered to such successor Trustee,
with notification thereof being given to the predecessor Trustee and the City.
c) Until such successor Trustee shall have been appointed by the Owners of the Bonds,
the City shall forthwith (and in no event in excess of 30 days after such vacancy occurs) appoint a
Trustee to act hereunder. Copies of any instrument of the City providing for any such appointment
shall be delivered by the City to the Trustee so appointed. The City shall mail notice of any such
appointment to each Owner of any Outstanding Bonds within 30 days after such appointment. Any
appointment of a successor Trustee made by the City immediately and without further act shall be
superseded and revoked by an appointment subsequently made by the Owners.
d) If in a proper case no appointment of a successor Trustee shall be made within 60
days after the giving by any Trustee of any notice of resignation in accordance with Section 9.8 or
after the occurrence of any other event requiring or authorizing such appointment, the Trustee or
any Owner of Bonds may apply to any court of competent jurisdiction for the appointment of such
a successor, and the court may thereupon, after such notice, if any, as the court may deem proper,
appoint such successor and the City shall be responsible for the costs of such appointment process.
e) Any successor Trustee appointed under the provisions of this Section shall be a
commercial bank or trust company or national banking association (i) having a capital and surplus
and undivided profits aggregating at least $50,000,000, if there be such a commercial bank or trust
company or national banking association willing and able to accept the appointment on reasonable
and customary terms, and (ii) authorized by law to perform all the duties of the Trustee required
by this Indenture.
f) Each successor Trustee shall mail, in accordance with the provisions of the Bonds,
notice of its appointment to the Trustee, any rating agency which, at the time of such appointment,
is providing a rating on the Bonds and each of the Owners of the Bonds.
Section 9.11. Transfer of Rights and Property to Successor Trustee.
Any successor Trustee appointed under the provisions of Section 9.10 shall execute,
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acknowledge, and deliver to its predecessor and the City an instrument in writing accepting such
appointment, and thereupon such successor, without any further act, deed, or conveyance, shall
become fully vested with all moneys, estates, properties, rights, immunities, powers, duties,
obligations, and trusts of its predecessor hereunder, with like effect as if originally appointed as
Trustee. However, the Trustee then ceasing to act shall nevertheless, on request of the City or of
such successor, execute, acknowledge, and deliver such instruments of conveyance and further
assurance and do such other things as may reasonably be required for more fully and certainly
vesting and confirming in such successor all the rights, immunities, powers, and trusts of such
Trustee and all the right, title, and interest of such Trustee in and to the Trust Estate, and, upon the
receipt of payment of its outstanding charges, shall pay over, assign, and deliver to such successor
any moneys or other properties subject to the trusts and conditions herein set forth. Should any
deed, conveyance, or instrument in writing from the City be required by such successor for more
fully and certainly vesting in and confirming to it any such moneys, estates, properties, rights,
powers, duties, or obligations, any and all such deeds, conveyances, and instruments in writing, on
request and so far as may be authorized by law, shall be executed, acknowledged, and delivered
by the City.
Section 9.12. Merger, Conversion or Consolidation of Trustee.
Any corporation or association into which the Trustee may be merged or with which it may
be consolidated or any corporation or association resulting from any merger, conversion or
consolidation to which it shall be a party or any corporation or association to which the Trustee
may sell or transfer all or substantially all of its corporate trust business shall be the successor to
such Trustee hereunder, without any further act, deed or conveyance, provided that such
corporation or association shall be a commercial bank or trust company or national banking
association qualified to be a successor to such Trustee under the provisions of Section 9.10, or a
trust company that is a wholly-owned subsidiary of any of the foregoing.
Section 9.13. Trustee To File Continuation Statements.
Chapter 1208, Texas Government Code, applies to the issuance of the Bonds and the pledge
of the Trust Estate provided herein, and such pledge is, under current law, valid, effective and
perfected. If necessary, the Trustee shall file or cause to be filed, at the City's expense, such
continuation statements as may be delivered to the Trustee and which may be required by the
Texas Uniform Commercial Code, as from time to time in effect (the "UCC"), in order to continue
perfection of the security interest of the Trustee in such items of tangible or intangible personal
property and any fixtures as may have been granted to the Trustee pursuant to this Indenture in the
time, place and manner required by the UCC; provided unless the Trustee is otherwise notified by
the City, the Trustee may conclusively rely upon the initial filing statements delivered to it in filing
any continuation statements hereunder. The Trustee is not responsible for the initial filing of any
financing statements.
Section 9.14. Accounts, Periodic Reports and Certificates.
The Trustee shall keep or cause to be kept proper books of record and account (separate
from all other records and accounts) in which complete and correct entries shall be made of its
transactions relating to the Funds and Accounts established by this Indenture and which shall at
all times be subject to inspection by the City, and the Owner or Owners of not less than 10% in
principal amount of the Bonds then Outstanding or their representatives duly authorized in writing.
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Section 9.15. Construction of Indenture.
The Trustee may construe any of the provisions of this Indenture insofar as the same may
appear to be ambiguous or inconsistent with any other provision hereof, and any construction of
any such provisions hereof by the Trustee in good faith shall be binding upon the Owners of the
Bonds.
Section 9.16. Offering Documentation.
The Trustee shall have no responsibility with respect to any information, statement, or
recital in any official statement, offering memorandum, or any other disclosure material prepared
or distributed with respect to the Bonds and, except as otherwise provided in the Continuing
Disclosure Agreement of the Issuer approved in the Bond Ordinance, shall have no responsibility
for compliance with any State or federal securities laws in connection with the Bonds.
ARTICLE X
MODIFICATION OR AMENDMENT OF THIS INDENTURE
Section 10.1. Amendments Permitted.
a) This Indenture and the rights and obligations of the City and of the Owners of the
Bonds may be modified or amended at any time by a Supplemental Indenture, except as provided
below, pursuant to the affirmative vote at a meeting of Owners of the Bonds, or with the written
consent without a meeting, of the Owners of the Bonds of at least fifty-one percent (51%) of the
aggregate principal amount of the Bonds then Outstanding and City approval of such modification
or amendment. No such modification or amendment shall (i) extend the maturity of any Bond or
reduce the principal of or interest rate thereon, or otherwise alter or impair the obligation of the
City to pay the principal of, and the interest and any premium on, any Bond, without the express
consent of the Owner of such Bond, (ii) permit the creation by the City of any pledge or lien upon
the Trust Estate, or any portion thereof, superior to or on a parity with the pledge and lien created
for the benefit of the Bonds (except for the issuance of Refunding Bonds or as otherwise permitted
by Applicable Laws or this Indenture), or (iii) reduce the percentage of Owners of the Bonds
required for the amendment hereof. Any such amendment shall not modify any of the rights or
obligations of the Trustee without its written consent.
b) This Indenture and the rights and obligations of the City and of the Owners may
also be modified or amended at any time by a Supplemental Indenture, without the consent of any
Owners, only to the extent permitted by law, and only for anyone or more of the following
purposes:
i) to add to the covenants and agreements of the City in this Indenture
contained, other covenants and agreements thereafter to be observed, or to limit or
surrender any right or power herein reserved to or conferred upon the City;
ii) to make modifications not adversely affecting any Outstanding Bonds in
any material respect;
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iii) to make such provisions for the purpose of curing any ambiguity, or of
curing, correcting or supplementing any defective provision contained in this Indenture,
or in regard to questions arising under this Indenture, as the City and the Trustee may
deem necessary or desirable and not inconsistent with this Indenture, and that shall not
adversely affect the rights of the Owners of the Bonds;
iv) to authorize the issuance of Refunding Bonds pursuant to Section 13.2
hereof; and
v) to make such additions, deletions or modifications as may be necessary or
desirable to assure exemption from federal income taxation of interest on the Bonds.
Section 10.2. Owners' Meetings.
The City may at any time call a meeting of the Owners of the Bonds. In such event the City
is authorized to fix the time and place of said meeting and to provide for the giving of notice
thereof, and to fix and adopt reasonable rules and regulations for the conduct of said meeting;
provided, however, that the same may not conflict with the terms of this Indenture. Without
limiting the generality of the immediately preceding sentence, such rules and regulations may not
reduce the percentage of Owners of Bonds required for the amendment of this Indenture as
provided herein.
Section 10.3. Procedure for Amendment with Written Consent of Owners.
a) The City and the Trustee may at any time adopt a Supplemental Indenture amending
the provisions of the Bonds or of this Indenture, to the extent that such amendment is permitted by
Section 10.1, to take effect when and as provided in this Section. A copy of such Supplemental
Indenture, together with a request to Owners for their consent thereto, if such consent is required
pursuant to Section 10.1, shall be mailed by first class mail, by the Trustee to each Owner of Bonds
from whom consent is required under this Indenture, but failure to mail copies of such
Supplemental Indenture and request shall not affect the validity of the Supplemental Indenture
when assented to as in this Section provided.
b) Such Supplemental Indenture shall not become effective unless there shall be filed
with the Trustee the written consents of the Owners as required by this Indenture and a notice shall
have been mailed as hereinafter in this Section provided and the City has delivered to the Trustee
an opinion of Bond Counsel to the effect that such amendment is permitted and will not adversely
affect the exclusion of interest on the Bonds from gross income for purposes of federal income
taxation. Each such consent shall be effective only if accompanied by proof of ownership of the
Bonds for which such consent is given, which proof shall be such as is permitted by Section 11.6.
Any such consent shall be binding upon the Owner of the Bonds giving such consent and on any
subsequent Owner (whether or not such subsequent Owner has notice thereof), unless such consent
is revoked in writing by the Owner giving such consent or a subsequent Owner by filing such
revocation with the Trustee prior to the date when the notice hereinafter in this Section provided
for has been mailed.
c) After the Owners of the required percentage of Bonds shall have filed their consents
to the Supplemental Indenture, the City shall mail a notice to the Owners in the manner
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hereinbefore provided in this Section for the mailing of the Supplemental Indenture, stating in
substance that the Supplemental Indenture has been consented to by the Owners of the required
percentage of Bonds and will be effective as provided in this Section (but failure to mail copies of
said notice shall not affect the validity of the Supplemental Indenture or consents thereto). Proof
of the mailing of such notice shall be filed with the Trustee. A record, consisting of the papers
required by this Section 10.3 to be filed with the Trustee, shall be proof of the matters therein
stated until the contrary is proved. The Supplemental Indenture shall become effective upon the
filing with the Trustee of the proof of mailing of such notice, and the Supplemental Indenture shall
be deemed conclusively binding (except as otherwise hereinabove specifically provided in this
Article) upon the City and the Owners of all Bonds at the expiration of sixty (60) days after such
filing, except in the event of a final decree of a court of competent jurisdiction setting aside such
consent in a legal action or equitable proceeding for such purpose commenced within such sixty-
day period.
Section 10.4. Procedure for Amendment Not Requiring Owner Consent.
a) The City and the Trustee may at any time adopt a Supplemental Indenture amending
the provisions of the Bonds or of this Indenture, to the extent that such amendment is permitted by
Section 10.1, to take effect when and as provided in this Section. The City shall direct the Trustee
to provide a copy of such Supplemental Indenture, together with a notice stating that the
Supplemental Indenture does not require Owner consent, mailed by first class mail to each Owner
of Bonds, but failure to mail copies of such Supplemental Indenture shall not affect the validity of
the Supplemental Indenture. The Trustee shall retain the proof of its mailing of such notice. A
record, consisting of the papers required by this Section 10.4, shall be proof of the matters therein
stated until the contrary is proved.
b) The Supplemental Indenture shall become effective upon the execution and
delivery of such Supplemental Indenture by the Trustee and the City, and the Supplemental
Indenture shall be deemed conclusively binding upon the City, the Trustee and the Owners of all
Bonds as of the date of such execution and delivery.
Section 10.5. Effect of Supplemental Indenture.
From and after the time any Supplemental Indenture becomes effective pursuant to this
Article X, this Indenture shall be deemed to be modified and amended in accordance therewith,
the respective rights, duties, and obligations under this Indenture of the City, the Trustee and all
Owners of Bonds Outstanding shall thereafter be determined, exercised and enforced hereunder
subject in all respects to such modifications and amendments, and all the terms and conditions of
any such Supplemental Indenture shall be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.
Section 10.6. Endorsement or Replacement of Bonds Issued After Amendments.
The City may determine that Bonds issued and delivered after the effective date of any
action taken as provided in this Article X shall bear a notation, by endorsement or otherwise, in
form approved by the City, as to such action. In that case, upon demand of the Owner of any Bond
Outstanding at such effective date and presentation of his Bond for that purpose at the designated
office of the Trustee or at such other office as the City may select and designate for that purpose,
a suitable notation shall be made on such Bond. The City may determine that new Bonds, so
modified as in the opinion of the City is necessary to conform to such Owners' action, shall be
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prepared, executed, and delivered. In that case, upon demand of the Owner of any Bonds then
Outstanding, such new Bonds shall be exchanged at the designated office of the Trustee without
cost to any Owner, for Bonds then Outstanding, upon surrender of such Bonds.
Section 10.7. Amendatory Endorsement of Bonds.
The provisions of this Article X shall not prevent any Owner from accepting any
amendment as to the particular Bonds held by such Owner, provided that due notation thereof is
made on such Bonds.
Section 10.8. Waiver of Default.
With the written consent of the Owners of at least fifty-one percent (51%) of the aggregate
principal amount of the Bonds then Outstanding, the Owners may waive compliance by the City
with certain past defaults under this Indenture and their consequences. Any such consent shall be
conclusive and binding upon the Owners and upon all future Owners.
Section 10.9. Execution of Supplemental Indenture.
a) In executing, or accepting the additional trusts created by, any Supplemental
Indenture permitted by this Article or the modification thereby of the trusts created by this
Indenture, the Trustee shall receive, and shall be fully protected in relying upon, an opinion of
counsel addressed and delivered to the Trustee and the City stating that the execution of such
Supplemental Indenture is permitted by and in compliance with this Indenture. The Trustee may,
but shall not be obligated to, enter into any such Supplemental Indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.
b) No such amendment shall modify any of the rights or obligations of the Trustee
without its written consent. In executing or accepting any Supplemental Indenture, the Trustee
shall be fully protected in relying upon an opinion of qualified counsel addressed and delivered to
the Trustee stating that (i) the execution of such Supplemental Indenture is permitted by and in
compliance with this Indenture, (ii) the execution and delivery of the Supplemental Indenture will
not adversely affect the exclusion from federal gross income of the interest on the Bonds, and (iii)
such Supplemental Indenture will, upon the execution and delivery thereof, to be a valid and
binding obligation of the City.
ARTICLE XI
DEFAULT AND REMEDIES
Section 11.1. Events of Default.
Each of the following occurrences or events shall be and is hereby declared to be an "Event
of Default," to wit:
i) The failure of the City to deposit the Pledged Revenues to the Pledged
Revenue Fund;
ii) The failure of the City to enforce the collection of each Assessment
including the prosecution of foreclosure proceedings, in accordance with Section 7.2; and
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iii) Default in the performance or observance of any covenant, agreement or
obligation of the City under this Indenture, other than a default under (iv) below, and the
continuation thereof for a period of ninety (90) days after written notice specifying such
default and requiring same to be remedied shall have been given to the City by the Trustee,
which shall give such notice at the written request of the Owners of not less than fifty-one
percent (51%) in principal amount of the Bonds then Outstanding; provided, however, if
the default stated in the notice is capable of cure but cannot reasonably be cured within the
applicable period, the City shall be entitled to a further extension of time reasonably
necessary to remedy such default so long as corrective action is instituted by the City within
the applicable period and is diligently pursued until such failure is corrected, but in no
event for a period of time of more than one hundred eighty (180) days after such notice.
iv) The failure to make payment of the principal of or interest on any of the
Bonds when the same becomes due and payable and such failure is not remedied within
thirty (30) days thereafter.
Section 11.2. Immediate Remedies for Default.
a) Subject to Article VIII, upon the happening and continuance of any of the Events
of Default described in Section 11.1, then and in every such case the Trustee may proceed, and
upon the written request of the Owners of not less than fifty-one percent (51%) in principal amount
of the Bonds then Outstanding hereunder shall proceed, to protect and enforce the rights of the
Owners under this Indenture, by action seeking mandamus or by other suit, action, or special
proceeding in equity or at law, in any court of competent jurisdiction, for any relief to the extent
permitted by Applicable Laws, including, but not limited to, the specific performance of any
covenant or agreement contained herein, or injunction; provided, however, that no action for
money damages against the City may be sought or shall be permitted.
b) PURSUANT TO SECTION 11.7, THE PRINCIPAL OF THE BONDS SHALL
NOT BE SUBJECT TO ACCELERATION UNDER ANY CIRCUMSTANCES.
c) If the assets of the Trust Estate are sufficient to pay all amounts due with respect to
Outstanding Bonds, in the selection of Trust Estate assets to be used in the payment of Bonds due
under this Article, the City shall determine, in its absolute discretion, and shall instruct the Trustee
by City Order, which Trust Estate assets shall be applied to such payment and shall not be liable
to any Owner or other Person by reason of such selection and application. In the event that the
City shall fail to deliver to the Trustee such City Order, the Trustee shall select and liquidate or
sell Trust Estate assets as provided in the following paragraph, and shall not be liable to any Owner,
or other Person, or the City by reason of such selection, liquidation or sale.
d) Whenever moneys are to be applied pursuant to this Article XI, irrespective of and
whether other remedies authorized under this Indenture shall have been pursued in whole or in
part, the Trustee may cause any or all of the assets of the Trust Estate, including Investment
Securities, to be sold. The Trustee may so sell the assets of the Trust Estate and all right, title,
interest, claim and demand thereto and the right of redemption thereof, in one or more parts, at any
such place or places, and at such time or times and upon such notice and terms, specifically, in
inverse order of value pursuant to a certified appraisal of real or personal property or market value
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of investments as set forth in the U.S. Stock Exchange, and as may be required by law and apply
the proceeds thereof in accordance with the provisions of this Section. Upon such sale, the Trustee
may make and deliver to the purchaser or purchasers a good and sufficient assignment or
conveyance for the same, which sale shall be a perpetual bar both at law and in equity against the
City, and all other Persons claiming such properties. No purchaser at any sale shall be bound to
see to the application of the purchase money proceeds thereof or to inquire as to the authorization,
necessity, expediency, or regularity of any such sale. Nevertheless, if so requested by the Trustee,
the City shall ratify and confirm any sale or sales by executing and delivering to the Trustee or to
such purchaser or purchasers all such instruments as may be necessary or, in the reasonable
judgment of the Trustee, proper for the purpose which may be designated in such request.
Section 11.3. Restriction on Owner's Action.
a) No Owner shall have any right to institute any action, suit or proceeding at law or
in equity for the enforcement of this Indenture or for the execution of any trust thereof or any other
remedy hereunder, unless (i) a default has occurred and is continuing of which the Trustee has
been notified in writing as provided in Section 11.1, or of which by such Section it is deemed to
have notice, (ii) such default has become an Event of Default and the Owners of not less than fifty-
one percent (51%) of the aggregate principal amount of the Bonds then Outstanding have made
written request to the Trustee and offered it reasonable opportunity either to proceed to exercise
the powers hereinbefore granted or to institute such action, suit or proceeding in its own name, (iii)
the Owners have furnished to the Trustee written evidence of indemnity as provided in Section
9.2, (iv) the Trustee has for 60 days after such notice failed or refused to exercise the powers
hereinbefore granted, or to institute such action, suit, or proceeding in its own name, (v) no
direction inconsistent with such written request has been given to the Trustee during such 60-day
period by the Owners of not less than fifty-one percent (51%) of the aggregate principal amount
of the Bonds then Outstanding, and (vi) notice of such action, suit, or proceeding is given to the
Trustee; however, no one or more Owners of the Bonds shall have any right in any manner
whatsoever to affect, disturb, or prejudice this Indenture by its, his or their action or to enforce any
right hereunder except in the manner provided herein, and that all proceedings at law or in equity
shall be instituted and maintained in the manner provided herein and for the equal benefit of the
Owners of all Bonds then Outstanding. The notification, request and furnishing of indemnity set
forth above shall be conditions precedent to the execution of the powers and trusts of this Indenture
and to any action or cause of action for the enforcement of this Indenture or for any other remedy
hereunder.
b) Subject to Article VIII, nothing in this Indenture shall affect or impair the right of
any Owner to enforce, by action at law, payment of any Bond at and after the maturity thereof, or
on the date fixed for redemption or the obligation of the City to pay each Bond issued hereunder
to the respective Owners thereof at the time and place, from the source and in the manner expressed
herein and in the Bonds.
c) In case the Trustee or any Owners of Bonds shall have proceeded to enforce any
right under this Indenture and such proceedings shall have been discontinued or abandoned for
any reason or shall have been determined adversely to the Trustee or any Owners of Bonds, then
and in every such case the City, the Trustee and the Owners of Bonds shall be restored to their
former positions and rights hereunder, and all rights, remedies and powers of the Trustee shall
continue as if no such proceedings had been taken.
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Section 11.4. Application of Revenues and Other Moneys After Default.
a) All moneys, securities, funds and Pledged Revenues and the income therefrom
received by the Trustee pursuant to any right given or action taken under the provisions of this
Article shall, after payment of the cost and expenses of the proceedings resulting in the collection
of such amounts, the expenses (including its counsel), liabilities, and advances incurred or made
by the Trustee and the fees of the Trustee in carrying out this Indenture, during the continuance of
an Event of Default, notwithstanding Section 11.2, be applied by the Trustee, on behalf of the City,
to the payment of interest and principal or Redemption Price then due on Bonds, as follows:
FIRST: To the payment to the Owners entitled thereto all installments of interest then due
in the direct order of maturity of such installments, and, if the amount available shall not
be sufficient to pay in full any installment, then to the payment thereof ratably, according
to the amounts due on such installment, to the Owners entitled thereto, without any
discrimination or preference; and
SECOND: To the payment to the Owners entitled thereto of the unpaid principal of
Outstanding Bonds, or Redemption Price of any Bonds which shall have become due,
whether at maturity or by call for redemption, in the direct order of their due dates and, if
the amounts available shall not be sufficient to pay in full all the Bonds due on any date,
then to the payment thereof ratably, according to the amounts of principal due and to the
Owners entitled thereto, without any discrimination or preference.
The Trustee shall make payments to the Owners of Bonds pursuant to this Section 11.4
within thirty (30) days of receipt of such good and available funds, and the record date shall be the
date the Trustee receives such good and available funds.
b) In the event funds are not adequate to cure any of the Events of Default described
in Section 11.1, the available funds shall be allocated to the Bonds that are Outstanding in
proportion to the quantity of Bonds that are currently due and in default under the terms of this
Indenture.
c) The restoration of the City to its prior position after any and all defaults have been
cured, as provided in Section 11.3, shall not extend to or affect any subsequent default under this
Indenture or impair any right consequent thereon.
Section 11.5. Effect of Waiver.
No delay or omission of the Trustee, or any Owner, to exercise any right or power accruing
upon any default shall impair any such right or power or shall be construed to be a waiver of any
such default or an acquiescence therein; and every power and remedy given by this Indenture to
the Trustee or the Owners, respectively, may be exercised from time to time and as often as may
be deemed expedient.
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Section 11.6. Evidence of Ownership of Bonds.
a) Any request, consent, revocation of consent or other instrument which this
Indenture may require or permit to be signed and executed by the Owners of Bonds may be in one
or more instruments of similar tenor, and shall be signed or executed by such Owners in person or
by their attorneys duly appointed in writing. Proof of the execution of any such instrument, or of
any instrument appointing any such attorney, or the holding by any Person of the Bonds shall be
sufficient for any purpose of this Indenture (except as otherwise herein expressly provided) if made
in the following manner:
i) The fact and date of the execution of such instruments by any Owner of
Bonds or the duly appointed attorney authorized to act on behalf of such Owner may be
provided by a guarantee of the signature thereon by a bank or trust company or by the
certificate of any notary public or other officer authorized to take acknowledgments of
deeds, that the Person signing such request or other instrument acknowledged to him the
execution thereof, or by an affidavit of a witness of such execution, duly sworn to before
such notary public or other officer. Where such execution is by an officer of a corporation
or association or a member of a partnership, on behalf of such corporation, association or
partnership, such signature guarantee, certificate, or affidavit shall also constitute sufficient
proof of his authority.
ii) The ownership of Bonds and the amount, numbers and other identification
and date of holding the same shall be proved by the Register.
b) Except as otherwise provided in this Indenture with respect to revocation of a
consent, any request or consent by an Owner of any Bond shall bind all future Owners of the same
Bond in respect of anything done or suffered to be done by the City or the Trustee in accordance
therewith.
Section 11.7. No Acceleration.
In the event of the occurrence of an Event of Default under Section 11.1, the right of
acceleration of any Stated Maturity is not granted as a remedy hereunder and the right of
acceleration under this Indenture is expressly denied.
Section 11.8. Mailing of Notice.
Any provision in this Article for the mailing of a notice or other document to Owners shall
be fully complied with if it is mailed, first class postage prepaid, only to each Owner at the address
appearing upon the Register.
Section 11.9. Exclusion of Bonds.
Bonds owned or held by or for the account of the City will not be deemed Outstanding for
the purpose of consent or other action or any calculation of Outstanding Bonds provided for in this
Indenture, and the City shall not be entitled with respect to such Bonds to give any consent or take
any other action provided for in this Indenture.
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ARTICLE XII
GENERAL COVENANTS AND REPRESENTATIONS
Section 12.1. Representations as to Trust Estate.
a) The City represents and warrants that it is authorized by Applicable Laws to
authorize and issue the Bonds, to execute and deliver this Indenture and to pledge the Trust Estate
in the manner and to the extent provided in this Indenture, and that the Trust Estate is and will be
and remain free and clear of any pledge, lien, charge, or encumbrance thereon or with respect
thereto prior to, or of equal rank with, the pledge and lien created in or authorized by this Indenture
except as expressly provided herein.
b) The City shall at all times, to the extent permitted by Applicable Laws, defend,
preserve and protect the pledge of the Trust Estate and all the rights of the Owners and the Trustee,
under this Indenture against all claims and demands of all Persons whomsoever.
c) Subject to Section 7.2(d), the City will take all steps reasonably necessary and
appropriate, and will provide written direction to the Trustee to take all steps reasonably necessary
and appropriate, to collect all delinquencies in the collection of each Assessment and any other
amounts pledged to the payment of the Bonds to the fullest extent permitted by the PID Act and
other Applicable Laws.
Section 12.2. General.
The City shall do and perform or cause to be done and performed all acts and things
required to be done or performed by or on behalf of the City under the provisions of this Indenture.
ARTICLE XIII
SPECIAL COVENANTS
Section 13.1. Further Assurances; Due Performance.
a) At any and all times the City will duly execute, acknowledge and deliver, or will
cause to be done, executed and delivered, all and every such further acts, conveyances, transfers,
and assurances in a manner as the Trustee shall reasonably require for better conveying,
transferring, pledging, and confirming unto the Trustee, all and singular, the revenues, Funds,
Accounts and properties constituting the Pledged Revenues, and the Trust Estate hereby
transferred and pledged, or intended so to be transferred and pledged.
b) The City will duly and punctually keep, observe and perform each and every term,
covenant and condition on its part to be kept, observed and performed, contained in this Indenture.
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Section 13.2. Other Obligations or Other Liens; Refunding Bonds.
a) The City reserves the right to issue obligations under other indentures, assessment
ordinances, or similar agreements or other obligations which do not constitute or create a lien on
the Trust Estate and are not payable from Trust Estate, or any portion thereof.
b) Other than Refunding Bonds, the City will not create or voluntarily permit to be
created any debt, lien or charge on the Trust Estate, or any portion thereof, and will not do or omit
to do or suffer to be done or omit to be done any matter or things whatsoever whereby the lien of
this Indenture or the priority hereof might or could be lost or impaired; provided, however, that
the City has reserved the right to issue bonds or other obligations secured by and payable from the
Trust Estate so long as such pledge is subordinate to the pledge of the Trust Estate securing
payment of the Bonds.
c) Notwithstanding any contrary provision of this Indenture, but subject to Section
7.3, the City shall not issue additional bonds, notes or other obligations under this Indenture,
secured by any pledge of or other lien or charge on the Trust Estate or other property pledged under
this Indenture, other than Refunding Bonds. The City reserves the right to issue Refunding Bonds,
the proceeds of which would be utilized to refund all or any portion of the Outstanding Bonds or
Outstanding Refunding Bonds and to pay all costs incident to the Refunding Bonds, as authorized
by the laws of the State.
Section 13.3. Books of Record.
a) The City shall cause to be kept full and proper books of record and accounts, in
which full, true and proper entries will be made of all dealings, business and affairs of the City,
which relate to the Trust Estate and the Bonds.
b) The Trustee shall have no responsibility with respect to the financial and other
information received by it pursuant to this Section 13.3 except to receive and retain same, subject
to the Trustee's document retention policies, and to distribute the same in accordance with the
provisions of this Indenture.
ARTICLE XIV
PAYMENT AND CANCELLATION OF THE BONDS AND SATISFACTION OF THE
INDENTURE
Section 14.1. Trust Irrevocable.
The trust created by the terms and provisions of this Indenture is irrevocable until the Bonds
secured hereby are fully paid or provision is made for their payment as provided in this Article.
Section 14.2. Satisfaction of Indenture.
If the City shall pay or cause to be paid, or there shall otherwise be paid to the Owners,
principal of and interest on all of the Bonds, at the times and in the manner stipulated in this
Indenture, and all amounts due and owing with respect to the Bonds have been paid or provided
for, then the pledge of the Trust Estate and all covenants, agreements, and other obligations of the
City to the Owners of such Bonds, shall thereupon cease, terminate, and become void and be
discharged and satisfied. In such event, the Trustee shall execute and deliver to the City copies of
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all such documents as it may have evidencing that principal of and interest on all of the Bonds has
been paid so that the City may determine if this Indenture is satisfied; if so, the Trustee shall pay
over or deliver all moneys held by it in the Funds and Accounts held hereunder to the Person
entitled to receive such amounts, or, if no Person is entitled to receive such amounts, then to the
City.
Section 14.3. Bonds Deemed Paid.
a) Any Outstanding Bonds shall, prior to the Stated Maturity or redemption date
thereof, be deemed to have been paid and no longer Outstanding within the meaning of this
Indenture (a "Defeased Debt"), and particularly this Article XIV, when payment of the principal
of, premium, if any, on such Defeased Debt, plus interest thereon to the due date thereof (whether
such due date be by reason of maturity, redemption, or otherwise), either (1) shall have been made
in accordance with the terms thereof, or (2) shall have been provided by irrevocably depositing
with the Trustee, in trust, and irrevocably set aside exclusively for such payment, (A) money
sufficient to make such payment or (B) Defeasance Securities that mature as to principal and
interest in such amount and at such times as will insure the availability, without reinvestment, of
sufficient money to make such payment, and all necessary and proper fees, compensation, and
expenses of the Trustee pertaining to the Bonds with respect to which such deposit is made shall
have been paid or the payment thereof provided for to the satisfaction of the Trustee. Neither
Defeasance Securities nor moneys deposited with the Trustee pursuant to this Section nor principal
or interest payments on any such Defeasance Securities shall be withdrawn or used for any purpose
other than, and shall be held in trust for, the payment of the principal of and interest on the Bonds.
Any cash received from such principal of and interest on such Defeasance Securities deposited
with the Trustee, if not then needed for such purpose, shall be reinvested in Defeasance Securities
as directed by the City maturing at times and in amounts sufficient to pay when due the principal
of and interest on the Bonds on and prior to such redemption date or maturity date thereof, as the
case may be. Any payment for Defeasance Securities purchased for the purpose of reinvesting
cash as aforesaid shall be made only against delivery of such Defeasance Securities.
b) Any determination not to redeem Defeased Debt that is made in conjunction with
the payment arrangements specified in Sections 14.3(a)(1) or 14.3(a)(2) shall not be irrevocable,
provided that: (1) in the proceedings providing for such defeasance, the City expressly reserves
the right to call the Defeased Debt for redemption; (2) the City gives notice of the reservation of
that right to the Owners of the Defeased Debt immediately following the defeasance; (3) the City
directs that notice of the reservation be included in any defeasance or redemption notices that it
authorizes; and (4) at or prior to the time of the redemption, the City satisfies the conditions of
clause (a) of this Section 14.3 with respect to such Defeased Debt as though it was being defeased
at the time of the exercise of the option to redeem the Defeased Debt, after taking the redemption
into account in determining the sufficiency of the provisions made for the payment of the Defeased
Debt.
c) Until all Defeased Debt shall have become due and payable, the Trustee and the
Paying Agent/Registrar each shall perform the services of Trustee and Paying Agent/Registrar for
such Defeased Debt the same as if they had not been defeased, and the City shall make proper
arrangements to provide and pay for such services as required by this Indenture.
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ARTICLE XV
MISCELLANEOUS
Section 15.1. Benefits of Indenture Limited to Parties.
Nothing in this Indenture, expressed or implied, is intended to give to any Person other
than the City, the Trustee and the Owners, any right, remedy, or claim under or by reason of this
Indenture. Any covenants, stipulations, promises or agreements in this Indenture by and on behalf
of the City shall be for the sole and exclusive benefit of the Owners and the Trustee.
Section 15.2. Successor is Deemed Included in All References to Predecessor.
Whenever in this Indenture or any Supplemental Indenture either the City or the Trustee is
named or referred to, such reference shall be deemed to include the successors or assigns thereof,
and all the covenants and agreements in this Indenture contained by or on behalf of the City or the
Trustee shall bind and inure to the benefit of the respective successors and assigns thereof whether
so expressed or not.
Section 15.3. Execution of Documents and Proof of Ownership by Owners.
a) Any request, declaration, or other instrument which this Indenture may require or
permit to be executed by Owners may be in one or more instruments of similar tenor, and shall be
executed by Owners in person or by their attorneys duly appointed in writing.
b) Except as otherwise expressly provided herein, the fact and date of the execution
by any Owner or his attorney of such request, declaration, or other instrument, or of such writing
appointing such attorney, may be proved by the certificate of any notary public or other officer
authorized to take acknowledgments of deeds to be recorded in the state in which he purports to
act, that the Person signing such request, declaration, or other instrument or writing acknowledged
to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before
such notary public or other officer.
c) Except as otherwise herein expressly provided, the ownership of registered Bonds
and the amount, maturity, number, and date of holding the same shall be proved by the Register.
d) Any request, declaration or other instrument or writing of the Owner of any Bond
shall bind all future Owners of such Bond in respect of anything done or suffered to be done by
the City or the Trustee in good faith and in accordance therewith.
Section 15.4. No Waiver of Personal Liability.
No member, officer, agent, or employee of the City shall be individually or personally
liable for the payment of the principal of, or interest or any premium on, the Bonds; but nothing
herein contained shall relieve any such member, officer, agent, or employee from the performance
of any official duty provided by law.
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Section 15.5. Notices to and Demands on City and Trustee.
a) Except as otherwise expressly provided herein, all notices or other instruments
required or permitted under this Indenture shall be in writing and shall be delivered by hand, or
mailed by first class mail, postage prepaid, and addressed as follows:
If to the City City of Anna, Texas
120 W. 7th St.
Anna, Texas 75409
Attn: City Manager
Telephone: (972) 924-3325
If to the Trustee, initially also acting in
the capacity of Paying Agent/Registrar
Regions Bank
1717 McKinney Avenue
Dallas, Texas 75202
Attn: Corporate Trust Services
Telephone: (214) 220-6158
b) Any such notice, demand, or request may also be transmitted to the appropriate
party by telegram or telephone and shall be deemed to be properly given or made at the time of
such transmission if, and only if, such transmission of notice shall be confirmed in writing and
sent as specified above.
c) Any of such addresses may be changed at any time upon written notice of such
change given to the other party by the party effecting the change. Notices and consents given by
mail in accordance with this Section shall be deemed to have been given five Business Days after
the date of dispatch; notices and consents given by any other means shall be deemed to have been
given when received.
d) The Trustee shall mail to each Owner of a Bond notice of the redemption or
defeasance of all Bonds Outstanding.
Section 15.6. Partial Invalidity.
If any Section, paragraph, sentence, clause, or phrase of this Indenture shall for any reason
be held illegal or unenforceable, such holding shall not affect the validity of the remaining portions
of this Indenture. The City hereby declares that it would have adopted this Indenture and each and
every other Section, paragraph, sentence, clause, or phrase hereof and authorized the issue of the
Bonds pursuant thereto irrespective of the fact that anyone or more Sections, paragraphs,
sentences, clauses, or phrases of this Indenture may be held illegal, invalid, or unenforceable.
Section 15.7. Applicable Laws.
This Indenture shall be governed by and enforced in accordance with the laws of the State
applicable to contracts made and performed in the State.
Section 15.8. Payment on Business Day.
In any case where the date of the maturity of interest or of principal (and premium, if any)
of the Bonds or the date fixed for redemption of any Bonds or the date any action is to be taken
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pursuant to this Indenture is other than a Business Day, the payment of interest or principal (and
premium, if any) or the action need not be made on such date but may be made on the next
succeeding day that is a Business Day with the same force and effect as if made on the date required
and no interest shall accrue for the period from and after such date.
Section 15.9. Counterparts.
This Indenture may be executed in counterparts, each of which shall be deemed an original.
Section 15.10. Texas Government Code Verifications.
a) The Trustee makes the following representations and covenants pursuant to
Chapters 2252, 2271, 2274, and 2276, Texas Government Code, as amended (the "Government
Code"), in entering into this Indenture. As used in such verifications, "affiliate" means an entity
that controls, is controlled by, or is under common control with the Trustee within the meaning of
SEC Rule 405, 17 C.F.R. § 230.405, and exists to make a profit. Liability for breach of any such
verification during the term of this Indenture shall survive until barred by the applicable statute of
limitations, and shall not be liquidated or otherwise limited by any provision of this Indenture,
notwithstanding anything in this Indenture to the contrary.
1) Not a Sanctioned Company. The Trustee represents that neither it nor any
of its parent company, wholly- or majority-owned subsidiaries, and other affiliates is a
company identified on a list prepared and maintained by the Texas Comptroller of Public
Accounts under Section 2252.153 or Section 2270.0201, Government Code. The foregoing
representation excludes the Trustee and each of its parent company, wholly- or majority-
owned subsidiaries, and other affiliates, if any, that the United States government has
affirmatively declared to be excluded from its federal sanctions regime relating to Sudan
or Iran or any federal sanctions regime relating to a foreign terrorist organization.
2) No Boycott of Israel. The Trustee hereby verifies that it and its parent
company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not
boycott Israel and will not boycott Israel during the term of this Indenture. As used in the
foregoing verification, "boycott Israel" has the meaning provided in Section 2271.001,
Government Code.
3) No Discrimination Against Firearm Entities. The Trustee hereby verifies
that it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates,
if any, do not have a practice, policy, guidance, or directive that discriminates against a
firearm entity or firearm trade association and will not discriminate against a firearm entity
or firearm trade association during the term of this Indenture. As used in the foregoing
verification, "discriminate against a firearm entity or firearm trade association" has the
meaning provided in Section 2274.001(3), Government Code.
4) No Boycott of Energy Companies. The Trustee hereby verifies that it and
its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do
not boycott energy companies and will not boycott energy companies during the term of
this Indenture. As used in the foregoing verification, "boycott energy companies" has the
meaning provided in Section 2276.001(1), Government Code.
REGIONS BANK
as Trustee
By: ___________________________
Authorized Officer
Trustee Signature Page to Indenture of Trust
718073468v5
10,016,000
CITY OF ANNA, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2026
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 IMPROVEMENT
AREAS #2-4 PROJECTS)
BOND PURCHASE AGREEMENT
May 26, 2026
City of Anna, Texas
120 W. 7th Street
Anna, Texas 75409
Ladies and Gentlemen:
The undersigned, FMSbonds, Inc. (the “Underwriter”), offers to enter into this Bond
Purchase Agreement (this “Agreement”) with the City of Anna, Texas (the “City”), which will be
binding upon the City and the Underwriter upon the acceptance of this Agreement by the City.
This offer is made subject to its acceptance by the City by execution of this Agreement and its
delivery to the Underwriter on or before 10:00 p.m., Central Time, on the date hereof and, if not
so accepted, will be subject to withdrawal by the Underwriter upon written notice delivered to the
City at any time prior to the acceptance hereof by the City. All capitalized terms not otherwise
defined herein shall have the meanings given to such terms in the Indenture (defined herein)
between the City and Regions Bank, an Alabama state banking corporation with offices in
Houston, Texas, as trustee (the “Trustee”), authorizing the issuance of the Bonds (defined herein),
and in the Limited Offering Memorandum (defined herein).
1. Purchase and Sale of the Bonds. Upon the terms and conditions and upon the basis
of representations, warranties, and agreements hereinafter set forth, the Underwriter hereby agrees
to purchase from the City, and the City hereby agrees to sell to the Underwriter, all (but not less
than all) of the $10,016,000 aggregate principal amount of the “City of Anna, Texas, Special
Assessment Revenue Bonds, Series 2026 (Sherley Tract Public Improvement District No. 2
Improvement Areas #2-4 Projects)” (the “Bonds”), at a purchase price of $9,666,736.84
representing the aggregate principal amount of the Bonds less an original issue discount of
48,783.16 and less an Underwriter’s discount of $300,480.00).
Inasmuch as the purchase and sale represents a negotiated transaction, the City
understands, and hereby confirms, that the Underwriter is not acting as a municipal advisor or
fiduciary of the City (including, without limitation, a Municipal Advisor (as such term is defined
in Section 975(e) of the Dodd Frank Wall Street Reform and Consumer Protection Act)), but rather
is acting solely in its capacity as Underwriter for its own account. The City acknowledges and
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agrees that (i) the purchase and sale of the Bonds pursuant to this Agreement is an arm’s length
commercial transaction between the City and the Underwriter and the Underwriter has financial
and other interests that differ from any other party to this Agreement, (ii) in connection therewith
and with the discussions, undertakings, and procedures leading up to the consummation of this
transaction, the Underwriter is and has been acting solely as a principal and is not acting as the
agent, municipal advisor, financial advisor, or fiduciary of the City, (iii) the Underwriter has not
assumed an advisory or fiduciary responsibility in favor of the City with respect to the offering
described herein or the discussions, undertakings, and procedures leading thereto (regardless of
whether the Underwriter has provided other services or is currently providing other services to the
City on other matters) and the Underwriter has no obligation to the City with respect to the offering
described herein except the obligations expressly set forth in this Agreement, (iv) the City has
consulted its own legal, financial and other advisors to the extent it has deemed appropriate, (v)
the Underwriter has financial and other interests that differ from those of the City, and (vi) the
Underwriter has provided to the City prior disclosures under Rule G-17 of the Municipal Securities
Rulemaking Board (“MSRB”), which have been received by the City. The City further
acknowledges and agrees that following the issuance and delivery of the Bonds, the Underwriter
has indicated that it may have periodic discussions with the City regarding the expenditure of Bond
proceeds and the construction of the Improvement Areas #2-4 Improvements (as defined in the
Service and Assessment Plan) financed with the Bonds and, in connection with such discussions,
the Underwriter shall be acting solely as a principal and will not be acting as the agent or fiduciary
of, and will not be assuming an advisory or fiduciary responsibility in favor of, the City.
The Bonds shall be dated June 23, 2026 and shall have the maturities and redemption
features, if any, and bear interest at the rates per annum shown on Schedule I hereto. Payment for
and delivery of the Bonds, and the other actions described herein, shall take place on June 23, 2026
or such other date as may be agreed to by the City and the Underwriter) (the “Closing Date”).
2. Authorization Instruments and Law. The Bonds were authorized by an Ordinance
enacted by the City Council of the City (the “City Council”) on May 26, 2026 (the “Bond
Ordinance”) and shall be issued pursuant to the provisions of Subchapter A of Chapter 372, Texas
Local Government Code, as amended (the “Act”), and the Indenture of Trust, dated as of June 1,
2026, between the City and the Trustee, authorizing the issuance of the Bonds (the “Indenture”).
The Bonds shall be substantially in the form described in, and shall be secured under the provisions
of, the Indenture.
The Bonds and interest thereon shall be secured by the proceeds of Assessments (as such
term is defined in the Limited Offering Memorandum) levied on the assessable parcels within
Improvement Areas #2-4 of the Sherley Tract Public Improvement District No. 2 (the “District”).
The District was established by a resolution enacted by the City Council on December 8, 2020 (the
Creation Resolution”), in accordance with the Act. A 2026 Amended and Restated Service and
Assessment Plan (the “Service and Assessment Plan”) which sets forth the costs of the
Improvement Areas #2-4 Improvements and the method of payment of the Assessments was
adopted pursuant to an ordinance of the City Council on May 26, 2026 (the “Assessment
Ordinance” and, together with the Creation Resolution, the Indenture, and the Bond Ordinance,
the “Authorizing Documents”). The Bonds shall be further secured by certain applicable funds
and accounts created under the Indenture.
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The Bonds shall be as described in Schedule I, the Indenture, and the Limited Offering
Memorandum. The proceeds of the Bonds shall be used for (i) paying a portion of the costs of the
Improvement Areas #2-4 Improvements, (ii) paying a portion of the interest on the Bonds during
and after the period of acquisition and construction of the Improvement Areas #2-4 Improvements,
iii) funding a reserve fund for payment of principal and interest on the Bonds, (iv) paying a portion
of the costs incidental to the organization of the District, and (v) paying the costs of issuance of
the Bonds.
3. Limited Public Offering. The Underwriter agrees to make a bona fide limited
public offering of all of the Bonds in accordance with Section 11 hereof. On or before the third
3rd) business day prior to the Closing Date, the Underwriter shall execute and deliver to Bond
Counsel the Issue Price Certificate, in substantially the form attached hereto as Appendix B.
4. Limited Offering Memorandum.
a) Delivery of Limited Offering Memorandum. The City previously has
delivered, or caused to be delivered, to the Underwriter the Preliminary Limited Offering
Memorandum for the Bonds dated May 13, 2026, (the “Preliminary Limited Offering
Memorandum”), in a “designated electronic format,” as defined in the MSRB Rule G-32
Rule G-32”). The City will prepare, or cause to be prepared, a final Limited Offering
Memorandum relating to the Bonds (the “Limited Offering Memorandum”) which will be
i) dated the date of this Agreement, (ii) complete within the meaning of the United States
Securities and Exchange Commission’s Rule 15c2-12, as amended (“Rule 15c2-12”), (iii)
in a “designated electronic format,” and (iv) substantially in the form of the most recent
version of the Preliminary Limited Offering Memorandum provided to the Underwriter
before the execution hereof, except for the inclusion of the information permitted to be
excluded from the Preliminary Limited Offering Memorandum by Section (b)(1) of Rule
15c2-12. The Limited Offering Memorandum, including the cover page thereto, all
exhibits, schedules, appendices, maps, charts, pictures, diagrams, reports, and statements
included or incorporated therein or attached thereto, and all amendments and supplements
thereto that may be authorized for use with respect to the Bonds are collectively referred
to herein as the “Limited Offering Memorandum.” Until the Limited Offering
Memorandum has been prepared and is available for distribution, the City shall provide to
the Underwriter, upon request, sufficient quantities (which may be in electronic format) of
the Preliminary Limited Offering Memorandum as the Underwriter reasonably deems
necessary to satisfy the obligation of the Underwriter under Rule 15c2-12 with respect to
distribution to each potential customer.
b) Preliminary Limited Offering Memorandum Deemed Final. The
Preliminary Limited Offering Memorandum has been prepared for use by the Underwriter
in connection with the offering, sale, and distribution of the Bonds. The City hereby
represents and warrants that the Preliminary Limited Offering Memorandum has been
deemed final by the City as of its date, except for the omission of such information which
is dependent upon the final pricing of the Bonds for completion, all as permitted to be
excluded by Section (b)(1) of Rule 15c2-12.
c) Use of Limited Offering Memorandum in Offering and Sale. The City
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hereby authorizes the Limited Offering Memorandum and the information therein
contained to be used by the Underwriter in connection with the offering and the sale of the
Bonds. The City consents to the use by the Underwriter prior to the date hereof of the
Preliminary Limited Offering Memorandum in connection with the offering of the Bonds.
The City shall provide, or cause to be provided, to the Underwriter as soon as practicable
after the date of the City’s acceptance of this Agreement (but, in any event, not later than
the earlier of the Closing Date or seven (7) business days after the City’s acceptance of this
Agreement) copies of the Limited Offering Memorandum which is complete as of the date
of its delivery to the Underwriter. The City shall provide the Limited Offering
Memorandum, or cause the Limited Offering Memorandum to be provided, (i) in a
designated electronic format” consistent with the requirements of Rule G-32 and (ii) in a
printed format in such quantity as the Underwriter shall reasonably request in order for the
Underwriter to comply with Section (b)(4) of Rule 15c2-12 and the rules of the MSRB.
d) Updating of Limited Offering Memorandum. If, after the date of this
Agreement, up to and including the date the Underwriter is no longer required to provide
a Limited Offering Memorandum to potential customers who request the same pursuant to
Rule 15c2-12 (the earlier of (i) ninety (90) days from the “end of the underwriting period”
as defined in Rule 15c2-12) and (ii) the time when the Limited Offering Memorandum is
available to any person from the MSRB, but in no case less than the 25th day after the “end
of the underwriting period” for the Bonds), the City becomes aware of any fact or event
which might or would cause the Limited Offering Memorandum, as then supplemented or
amended, to contain any untrue statement of a material fact or to omit to state a material
fact required to be stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, or if it is necessary to amend
or supplement the Limited Offering Memorandum to comply with law, the City will notify
the Underwriter (and for the purposes of this clause provide the Underwriter with such
information as it may from time to time reasonably request), and if, in the reasonable
judgment of the Underwriter, such fact or event requires preparation and publication of a
supplement or amendment to the Limited Offering Memorandum, the City will forthwith
prepare and furnish, at no expense to the Underwriter (in a form and manner approved by
the Underwriter), either an amendment or a supplement to the Limited Offering
Memorandum so that the statements therein as so amended and supplemented will not
contain any untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading or so that the Limited Offering Memorandum
will comply with law; provided, however, that for all purposes of this Agreement and any
certificate delivered by the City in accordance herewith, (i) the City makes no
representations with respect to the descriptions in the Preliminary Limited Offering
Memorandum or the Limited Offering Memorandum of The Depository Trust Company,
New York, New York (“DTC”), or its book-entry-only system, and (ii) the City makes no
representation with respect to the information in the Preliminary Limited Offering
Memorandum or the Limited Offering Memorandum under the captions and subcaptions
PLAN OF FINANCE — Development Plan and Status of Development in Improvement
Areas #2-4,” “BOOK-ENTRY ONLY SYSTEM,” “THE IMPROVEMENT AREAS #2-4
IMPROVEMENTS,” “THE DEVELOPMENT,” “THE DEVELOPER,”
BONDHOLDERS' RISKS” (only as it pertains to the Developer, the Improvement Areas
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2-4 Improvements and the Development), “THE ADMINISTRATOR,” “LEGAL
MATTERS — Litigation — The Developer,” “CONTINUING DISCLOSURE – The
Developer,” “CONTINUING DISCLOSURE – The Developer’s Compliance with Prior
Undertakings,” and “INFORMATION RELATING TO THE TRUSTEE.” If such
notification shall be subsequent to the Closing Date, the City, at no expense to the
Underwriter, shall furnish such legal opinions, certificates, instruments, and other
documents as the Underwriter may reasonably deem necessary to evidence the truth and
accuracy of such supplement or amendment to the Limited Offering Memorandum. The
City shall provide any such amendment or supplement, or cause any such amendment or
supplement to be provided, (i) in a “designated electronic format” consistent with the
requirements of Rule G-32 and (ii) in a printed format in such quantity as the Underwriter
shall reasonably request in order for the Underwriter to comply with Section (b)(4) of Rule
15c2-12 and the rules of the MSRB.
e) Filing with MSRB. The Underwriter hereby agrees to timely file the
Limited Offering Memorandum with the MSRB through its Electronic Municipal Market
Access (“EMMA”) system within one business day after receipt but no later than the
Closing Date. Unless otherwise notified in writing by the Underwriter, the City can assume
that the “end of the underwriting period” for purposes of Rule 15c2-12 is the Closing Date.
f) Limited Offering. The Underwriter hereby represents, warrants and
covenants that the bonds were initially sold pursuant to a limited offering. The Bonds were
sold to not more than thirty-five (35) persons that qualify as “Accredited Investors” (as
defined in Rule 501 of Regulation D under the Securities Act (as defined herein)) or
Qualified Institutional Buyers” (within the meaning of Rule 144A under the Securities
Act).
5. City Representations, Warranties and Covenants. The City represents, warrants and
covenants that:
a) Due Organization, Existence and Authority. The City is a political
subdivision of the State of Texas (the “State”), and has, and at the Closing Date will have,
full legal right, power and authority:
i) to enter into:
1) this Agreement;
2) the Indenture;
3) the Sherley Tract Subdivision Improvement Agreement
between the City, BFB Ana 40 Acres, LLC (“BFB Ana”) and MM Anna
325, LLC, a Texas limited liability company (the “Developer”) effective as
of June 9, 2020, as amended by the First Amended Sherley Tract
Subdivision Improvement Agreement effective as of July 14, 2020, as
amended by the Second Amended Sherley Tract Subdivision Improvement
Agreement, effective as of October 11, 2022, as amended by the Third
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Amendment to Sherley Tract Subdivision Improvement Agreement,
effective as of June 24, 2025 (together, the “Development Agreement”);
4) the Remainder Area Funding and Reimbursement
Agreement, Sherley Tract Public Improvement District No. 2, entered into
and effective as of February 10, 2026 between the City and the Developer,
as may be amended and/or supplemented from time to time (the
Reimbursement Agreement”);
5) the Continuing Disclosure Agreement of Issuer with respect
to the Bonds, dated as of June 1, 2026 (the “City Continuing Disclosure
Agreement”), executed and delivered by the City, P3Works, LLC (the
Administrator”), and Regions Bank, an Alabama state banking
corporation, as Dissemination Agent; and
ii) to issue, sell, and deliver the Bonds to the Underwriter as provided
herein; and
iii) to carry out and consummate the transactions on its part described in
1) the Authorizing Documents, (2) this Agreement, (3) the Development
Agreement, (4) the Reimbursement Agreement, (5) the City Continuing Disclosure
Agreement, (6) the Limited Offering Memorandum, and (7) any other documents
and certificates described in any of the foregoing (the documents described by
subclauses (1) through (7) being referred to collectively herein as the “City
Documents”).
b) Due Authorization and Approval of City. By all necessary official action of
the City, the City has duly authorized and approved the adoption or execution and delivery
by the City of, and the performance by the City of the obligations on its part contained in,
the City Documents and, as of the date hereof, such authorizations and approvals are in full
force and effect and have not been amended, modified or rescinded, except as may have
been approved by the Underwriter. When validly executed and delivered by the other
parties thereto, the City Documents will constitute the legally valid and binding obligations
of the City enforceable upon the City in accordance with their respective terms, except
insofar as enforcement may be limited by principles of sovereign immunity, bankruptcy,
insolvency, reorganization, moratorium, or similar laws or equitable principles relating to
or affecting creditors’ rights generally. The City has complied, and will at the Closing (as
defined herein) be in compliance, in all material respects, with the obligations on its part
to be performed on or prior to the Closing Date under the City Documents.
c) Due Authorization for Issuance of the Bonds. The City has duly authorized
the issuance and sale of the Bonds pursuant to the Bond Ordinance, the Indenture, and the
Act. The City has, and at the Closing Date will have, full legal right, power and authority
i) to enter into, execute, deliver, and perform its obligations under this Agreement and the
other City Documents, (ii) to issue, sell, and deliver the Bonds to the Underwriter pursuant
to the Indenture, the Bond Ordinance, the Act, and as provided herein, and (iii) to carry
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out, give effect to and consummate the transactions on the part of the City described by the
City Documents and the Bond Ordinance.
d) No Breach or Default. As of the time of acceptance hereof, and to the best
of its knowledge, the City is not, and as of the Closing Date the City will not be, in material
breach of or in default in any material respect under any applicable constitutional provision,
law or administrative rule or regulation of the State or the United States, or any applicable
judgment or decree or any trust agreement, loan agreement, bond, note, resolution,
ordinance, agreement or other instrument related to the Bonds and to which the City is a
party or is otherwise subject, and no event has occurred and is continuing which, with the
passage of time or the giving of notice, or both, would constitute a default or event of
default under any such instrument which breach, default or event could have a material
adverse effect on the City’s ability to perform its obligations under the Bonds or the City
Documents; and, as of such times, the authorization, execution and delivery of the Bonds
and the City Documents and compliance by the City with obligations on its part to be
performed in each of such agreements or instruments does not and will not conflict with or
constitute a material breach of or default under any applicable constitutional provision, law
or administrative rule or regulation of the State or the United States, or any applicable
judgment, decree, license, permit, trust agreement, loan agreement, bond, note, resolution,
ordinance, agreement or other instrument to which the City (or any of its officers in their
respective capacities as such) is subject, or by which it or any of its properties are bound,
nor will any such authorization, execution, delivery or compliance result in the creation or
imposition of any lien, charge or other security interest or encumbrance of any nature
whatsoever upon any of its assets or properties securing the Bonds or under the terms of
any such law, regulation or instrument, except as may be permitted by the City Documents.
e) No Litigation. At the time of acceptance hereof there is no action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by any court, government
agency, public board or body (collectively and individually, an “Action”) pending against
the City with respect to which the City has been served with process, nor to the knowledge
of the City is any Action threatened against the City, in which any such Action (i) in any
way questions the existence of the City or the rights of the members of the City Council to
hold their respective positions, (ii) in any way questions the formation or existence of the
District, (iii) affects, contests or seeks to prohibit, restrain or enjoin the issuance or delivery
of any of the Bonds, or the payment or collection of any amounts pledged or to be pledged
to pay the principal and interest on the Bonds, or in any way contests or affects the validity
of the City Documents or the consummation of the transactions on the part of the City
described therein, or contests the exclusion of the interest on the Bonds from federal
income taxation, or (iv) which may result in any material adverse change in the financial
condition of the City; and, as of the time of acceptance hereof, to the City’s knowledge,
there is no basis for any action, suit, proceeding, inquiry, or investigation of the nature
described in clauses (i) through (iv) of this sentence.
f) Bonds Issued Pursuant to Indenture. The City represents that the Bonds,
when issued, executed, and delivered in accordance with the Indenture and sold to the
Underwriter as provided herein, will be validly issued and outstanding obligations of the
City subject to the terms of the Indenture, entitled to the benefits of the Indenture and the
8
security of the pledge of the proceeds of the levy of the Assessments received by the City,
all to the extent provided for in the Indenture. The Indenture creates a valid pledge of the
monies in certain funds and accounts established pursuant to the Indenture to the extent
provided for in the Indenture, including the investments thereof, subject in all cases to the
provisions of the Indenture permitting the application thereof for the purposes and on the
terms and conditions set forth therein.
g) Assessments. The Assessments constituting the security for the Bonds have
been or will be levied by the City on the date hereof in accordance with the Act on those
parcels of land identified in the Assessment Rolls for Improvement Areas #2-4 (as defined
in the Service and Assessment Plan). According to the Act, such Assessments constitute a
valid and legally binding first and prior lien against the properties assessed, superior to all
other liens and claims, except liens or claims for state, county, school district, or
municipality ad valorem taxes.
h) Consents and Approvals. All authorizations, approvals, licenses, permits,
consents, elections, and orders of or filings with any governmental authority, legislative
body, board, agency, or commission having jurisdiction in the matters which are required
by the Closing Date for the due authorization of, which would constitute a condition
precedent to or the absence of which would adversely affect the due performance by the
City of, its obligations in connection with the City Documents have been duly obtained or
made and are in full force and effect, except the approval of the Bonds by the Attorney
General of the State, registration of the Bonds by the Comptroller of Public Accounts of
the State, and the approvals, consents and orders as may be required under Blue Sky or
securities laws of any jurisdiction.
i) Public Debt. Prior to the Closing, the City will not offer or issue any bonds,
notes or other obligations for borrowed money or incur any material liabilities, direct or
contingent, payable from or secured by a pledge of the Assessments which secure the
Bonds without the prior approval of the Underwriter.
j) Preliminary Limited Offering Memorandum. The information contained in
the Preliminary Limited Offering Memorandum is true and correct in all material respects,
and such information does not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading;
provided, however, that the City makes no representations with respect to (i) the
descriptions in the Preliminary Limited Offering Memorandum or the Limited Offering
Memorandum of DTC, or its book-entry-only system, and (ii) the City makes no
representation with respect to the information in the Preliminary Limited Offering
Memorandum or the Limited Offering Memorandum in any maps included therein under
the captions and subcaptions “PLAN OF FINANCE — Development Plan and Status of
Development in Improvement Areas #2-4,” “BOOK-ENTRY ONLY SYSTEM,” “THE
IMPROVEMENT AREAS #2-4 IMPROVEMENTS,” “THE DEVELOPMENT,” “THE
DEVELOPER,” “BONDHOLDERS' RISKS” (only as it pertains to the Developer, the
Improvement Areas #2-4 Improvements and the Development), “THE
ADMINISTRATOR,” “LEGAL MATTERS — Litigation — The Developer,” and
9
CONTINUING DISCLOSURE – The Developer,” “CONTINUING DISCLOSURE –
The Developer’s Compliance with Prior Undertakings,” and “INFORMATION
RELATING TO THE TRUSTEE.”
k) Limited Offering Memorandum. At the time of the City’s acceptance hereof
and (unless the Limited Offering Memorandum is amended or supplemented pursuant to
paragraph (d) of Section 4 of this Agreement) at all times subsequent thereto during the
period up to and including the 25th day subsequent to the “end of the underwriting period,”
the information contained in the Limited Offering Memorandum does not and will not
contain any untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading; provided, however, that the City makes no
representations with respect to (i) the descriptions in the Preliminary Limited Offering
Memorandum or the Limited Offering Memorandum of DTC, or its book-entry-only
system, and (ii) the City makes no representation with respect to the information in the
Preliminary Limited Offering Memorandum or the Limited Offering Memorandum in any
maps included therein under the captions and subcaptions “PLAN OF FINANCE —
Development Plan and Status of Development in Improvement Areas #2-4,” “BOOK-
ENTRY ONLY SYSTEM,” “THE IMPROVEMENT AREAS #2-4 IMPROVEMENTS,”
THE DEVELOPMENT,” “THE DEVELOPER,” “BONDHOLDERS' RISKS” (only as it
pertains to the Developer, the Improvement Areas #2-4 Improvements and the
Development), “THE ADMINISTRATOR,” “LEGAL MATTERS — Litigation — The
Developer,” and “CONTINUING DISCLOSURE – The Developer,” “CONTINUING
DISCLOSURE – The Developer’s Compliance with Prior Undertakings,” and
INFORMATION RELATING TO THE TRUSTEE;” and further provided, however, that
if the City notifies the Underwriter of any fact or event as required by Section 4(d) hereof,
and the Underwriter determines that such fact or event does not require preparation and
publication of a supplement or amendment to the Limited Offering Memorandum, then the
Limited Offering Memorandum in its then-current form shall be conclusively deemed to
be complete and correct in all material respects.
l) Supplements or Amendments to Limited Offering Memorandum. If the
Limited Offering Memorandum is supplemented or amended pursuant to paragraph (d) of
Section 4 of this Agreement, at the time of each supplement or amendment thereto and
unless subsequently again supplemented or amended pursuant to such paragraph) at all
times subsequent thereto during the period up to and including the 25th day subsequent to
the “end of the underwriting period,” the Limited Offering Memorandum as so
supplemented or amended will not contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading;
provided, however, that if the City notifies the Underwriter of any fact or event as required
by Section 4(d) hereof, and the Underwriter determines that such fact or event does not
require preparation and publication of a supplement or amendment to the Limited Offering
Memorandum, then the Limited Offering Memorandum in its then-current form shall be
conclusively deemed to be complete and correct in all material respects.
10
m) Compliance with Rule 15c2-12. During the past five years, the City has
substantially complied in all material respects with its previous continuing disclosure
undertakings made by it in accordance with Rule 15c2-12, except as described in the
Limited Offering Memorandum.
n) Use of Bond Proceeds. The City will apply, or cause to be applied, the
proceeds from the sale of the Bonds as provided in and subject to all of the terms and
provisions of the Indenture and will not take or omit to take any action which action or
omission will adversely affect the exclusion from gross income for federal income tax
purposes of the interest on the Bonds.
o) Blue Sky and Securities Laws and Regulations. The City will furnish such
information and execute such instruments and take such action in cooperation with the
Underwriter as the Underwriter may reasonably request, at no expense to the City, (i) to
y) qualify the Bonds for offer and sale under the Blue Sky or other securities laws and
regulations of such states and other jurisdictions in the United States as the Underwriter
may designate and (z) determine the eligibility of the Bonds for investment under the laws
of such states and other jurisdictions and (ii) to continue such qualifications in effect so
long as required for the initial distribution of the Bonds by the Underwriter (provided,
however, that the City will not be required to qualify as a foreign corporation or to file any
general or special consents to service of process under the laws of any jurisdiction) and
will advise the Underwriter immediately of receipt by the City of any notification with
respect to the suspension of the qualification of the Bonds for sale in any jurisdiction or the
initiation or threat of any proceeding for that purpose.
p) Certificates of the City. Any certificate signed by any official of the City
authorized to do so in connection with the transactions described in this Agreement shall
be deemed a representation and warranty by the City to the Underwriter as to the statements
made therein and can be relied upon by the Underwriter as to the statements made therein.
q) Intentional Actions Regarding Representations and Warranties. The City
covenants that between the date hereof and the Closing Date it will not intentionally take
actions which will cause the representations and warranties made in this Section to be
untrue as of the Closing.
r) Municipal Advisor. The City has engaged Hilltop Securities Inc. as its
Municipal advisor in connection with its offering and issuance of the Bonds.
By delivering the Limited Offering Memorandum to the Underwriter, the City shall be
deemed to have reaffirmed, with respect to the Limited Offering Memorandum, the
representations, warranties and covenants set forth above.
6. Developer Letter of Representations. At the signing of this Agreement, the City
and Underwriter shall receive from the Developer an executed Developer Letter of Representations
the “Developer Letter of Representations”) in the form of Appendix A hereto, and at the Closing,
a certificate signed by the Developer as set forth in Section 9(e) hereof.
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7. The Closing. At 10:00 a.m., Central time, on the Closing Date, or at such other
time or on such earlier or later business day as shall have been mutually agreed upon by the City
and the Underwriter, (i) the City will deliver or cause to be delivered to DTC through its “FAST”
System, the Bonds in the form of one fully registered Bond for each maturity, registered in the
name of Cede & Co., as nominee for DTC, duly executed by the City and authenticated by the
Trustee as provided in the Indenture, and (ii) the City will deliver the closing documents
hereinafter mentioned to McCall, Parkhurst & Horton L.L.P. (“Bond Counsel”), or a place to be
mutually agreed upon by the City and the Underwriter. Settlement will be through the facilities of
DTC. The Underwriter will accept delivery and pay the purchase price of the Bonds as set forth
in Section 1 hereof by wire transfer in federal funds payable to the order of the City or its designee.
These payments and deliveries, together with the delivery of the aforementioned documents, are
herein called the “Closing.” The Bonds will be made available to the Underwriter for inspection
not less than twenty-four (24) hours prior to the Closing.
8. Underwriter’s Closing Conditions. The Underwriter has entered into this
Agreement in reliance upon the representations and covenants herein and the performance by the
City of its obligations under this Agreement, both as of the date hereof and as of the date of the
Closing. Accordingly, the Underwriter’s obligations under this Agreement shall be conditioned
upon the performance by the City of its obligations to be performed hereunder at or prior to Closing
and shall also be subject to the following additional conditions:
a) Bring-Down Representations of the City. The representations and
covenants of the City contained in this Agreement shall be true and correct in all material
respects as of the date hereof and at the time of the Closing, as if made on the Closing Date.
b) Executed Agreements and Performance Thereunder. At the time of the
Closing (i) the City Documents shall be in full force and effect, and shall not have been
amended, modified, or supplemented except with the written consent of the Underwriter;
ii) the Authorizing Documents shall be in full force and effect; (iii) there shall be in full
force and effect such other resolutions or actions of the City as, in the opinion of Bond
Counsel and Counsel to the Underwriter, shall be necessary on or prior to the Closing Date
in connection with the transactions on the part of the City described in this Agreement and
the City Documents; (iv) there shall be in full force and effect such other resolutions or
actions of the Developer as, in the opinion of Boghetich Law, PLLC (“Developer’s
Counsel”), shall be necessary on or prior to the Closing Date in connection with the
transactions on the part of the Developer described in the Developer Letter of
Representations, the Development Agreement, the Reimbursement Agreement, the
Continuing Disclosure Agreement of the Developer with respect to the Bonds, dated as of
June 1, 2026 (the “Continuing Disclosure Agreement of the Developer”) executed and
delivered by the Developer, Regions Bank, as Dissemination Agent, and P3Works, LLC
collectively, the “Developer Documents”); and (v) the City shall perform or have
performed its obligations required or specified in the City Documents to be performed at
or prior to Closing.
c) No Default. At the time of the Closing, no default shall have occurred or be
existing and no circumstances or occurrences that, with the passage of time or giving of
notice, shall constitute an event of default under this Agreement, the Indenture, the City
12
Documents, the Developer Documents or other documents relating to the financing and
construction of the Improvement Areas #2-4 Improvements and the Development, and the
Developer shall not be in default in the payment of principal or interest on any of its
indebtedness which default shall materially adversely impact the ability of such Developer
to pay the Assessments when due.
d) Closing Documents. At or prior to the Closing, the Underwriter shall have
received each of the documents required under Section 9 below.
e) Termination Events. The Underwriter shall have the right to cancel its
obligation to purchase the Bonds and to terminate this Agreement without liability therefor
by written notification to the City if, between the date of this Agreement and the Closing,
in the Underwriter’s reasonable judgment, any of the following shall have occurred:
i) the market price or marketability of the Bonds, or the ability of the
Underwriter to enforce contracts for the sale of the Bonds, shall be materially
adversely affected by the occurrence of any of the following:
1) legislation shall have been introduced in or enacted by the
Congress of the United States or adopted by either House thereof, or
legislation pending in the Congress of the United States shall have been
amended, or legislation shall have been recommended to the Congress of
the United States or otherwise endorsed for passage (by press release, other
form of notice, or otherwise) by the President of the United States, the
Treasury Department of the United States, or the Internal Revenue Service
or legislation shall have been proposed for consideration by either the U.S.
Senate Committee on Finance or the U.S. House of Representatives
Committee on Ways and Means or legislation shall have been favorably
reported for passage to either House of the Congress of the United States by
a Committee of such House to which such legislation has been referred for
consideration, or a decision by a court of the United States or the Tax Court
of the United States shall be rendered or a ruling, regulation, or order (final,
temporary, or proposed) by or on behalf of the Treasury Department of the
United States, the Internal Revenue Service, or other federal agency shall
be made, which would result in federal taxation of revenues or other income
of the general character expected to be derived by the City or upon interest
on securities of the general character of the Bonds or which would have the
effect of changing, directly or indirectly, the federal income tax
consequences of receipt of interest on securities of the general character of
the Bonds in the hands of the holders thereof; or
2) legislation shall be enacted by the Congress of the United
States, or a decision by a court of the United States shall be rendered, or a
stop order, ruling, regulation or no-action letter by, or on behalf of, the
Securities and Exchange Commission or any other governmental agency
having jurisdiction of the subject matter shall be issued or made to the effect
that the issuance, offering or sale of obligations of the general character of
13
the Bonds, or the issuance, offering or sale of the Bonds, including all
underlying obligations, as described herein or by the Limited Offering
Memorandum, is in violation or would be in violation of, or that obligations
of the general character of the Bonds, or the Bonds, are not exempt from
registration under, any provision of the federal securities laws, including the
Securities Act of 1933, amended and then in effect, or that the Indenture
needs to be qualified under the Trust Indenture Act of 1939, as amended and
as then in effect (the “Trust Indenture Act”); or
3) a general suspension of trading in securities on the New York
Stock Exchange, the establishment of minimum prices on such exchange,
the establishment of material restrictions (not in force as of the date hereof)
upon trading securities generally by any governmental authority or any
national securities exchange, a general banking moratorium declared by
federal, State of New York, or State officials authorized to do so; provided,
however that such suspension in trading or any disruption in securities
settlement, payment or clearance services is not in force on the date hereof;
or
4) there shall have occurred any outbreak of hostilities
including, without limitation, an act of terrorism) or other national or
international calamity or crisis, including, but not limited to, an escalation
of hostilities that existed prior to the date hereof, and the effect of any such
event on the financial markets of the United States; or
5) there shall have occurred since the date of this Agreement
any materially adverse change in the affairs or financial condition of the
City, except as disclosed in or described in the Limited Offering
Memorandum; or
6) any state blue sky or securities commission or other
governmental agency or body in any state in which more than 10% of the
Bonds have been offered and sold shall have withheld registration,
exemption or clearance of the offering of the Bonds as described herein, or
issued a stop order or similar ruling relating thereto; or
7) any amendment to the federal or state Constitution or action
by any federal or state court, legislative body, regulatory body, or other
authority materially adversely affecting the tax status of the City, its
property, income, securities (or interest thereon), or the validity or
enforceability of the Assessments to pay principal or interest on the Bonds;
or
ii) the New York Stock Exchange or other national securities exchange
or any governmental authority shall impose, as to the Bonds or as to obligations of
the general character of the Bonds, any material restrictions not now in force, or
14
increase materially those now in force, with respect to the extension of credit by, or
the charge to the net capital requirements of, the Underwriter; or
iii) any event occurring, or information becoming known which, in the
reasonable judgment of the Underwriter, makes untrue in any material respect any
statement or information contained in the Limited Offering Memorandum, or has
the effect that the Limited Offering Memorandum contains any untrue statement of
material fact or omits to state a material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under which they
were made, not misleading, which change shall occur subsequent to the date of this
Agreement and shall not be due to the malfeasance, misfeasance or nonfeasance of
the Underwriter; or
iv) any fact or event shall exist or have existed that, in the Underwriter’s
reasonable judgment, requires or has required an amendment of or supplement to
the Limited Offering Memorandum; or
v) a general banking moratorium shall have been declared by federal or
State authorities having jurisdiction and be in force; or
vi) a material disruption in securities settlement, payment or clearance
services shall have occurred;
vii) a decision by a court of the United States shall be rendered, or a stop
order, release, regulation or no-action letter by or on behalf of the United States
Securities and Exchange Commission (the “SEC”) or any other governmental
agency having jurisdiction of the subject matter shall have been issued or made, to
the effect that the issuance, offering or sale of the Bonds, including the underlying
obligations as described in this Agreement or in the Limited Offering Memorandum,
or any document relating to the issuance, offering or sale of the Bonds, is or would
be in violation of any provision of the federal securities laws on the Closing Date,
including the Securities Act, the Securities Exchange Act of 1934 (the “Securities
Exchange Act”) and the Trust Indenture Act; or
viii) the purchase of and payment for the Bonds by the Underwriter, or the
resale of the Bonds by the Underwriter, on the terms and conditions herein provided
shall be prohibited by any applicable law, governmental authority, board, agency or
commission, which prohibition shall occur subsequent to the date hereof and shall
not be due to the malfeasance, misfeasance, or nonfeasance of the Underwriter.
With respect to the conditions described in subparagraphs (ii) and (viii) above, the
Underwriter is not aware of any current, pending or proposed law or government inquiry
or investigation as of the date of execution of this Agreement which would permit the
Underwriter to invoke its termination rights hereunder.
15
9. Closing Documents. At or prior to the Closing Date, the Underwriter (or
Underwriter’s Counsel on behalf of the Underwriter) shall receive the following documents:
a) Bond Opinion. The approving opinion of Bond Counsel, dated the Closing
Date and substantially in the form included as Appendix C to the Limited Offering
Memorandum, dated as of the Closing Date and addressed to the Underwriter.
b) Supplemental Opinion. A supplemental opinion of Bond Counsel dated the
Closing Date and addressed to the City and the Underwriter, which provides that the
Underwriter may rely upon the opinion of Bond Counsel delivered in accordance with the
provisions of Section 9(a) hereof, in form and substance acceptable to counsel for the
Underwriter, to the following effect:
i) Except to the extent noted therein, Bond Counsel has not verified and
is not passing upon, and does not assume any responsibility for, the accuracy,
completeness or fairness of the statements and information contained in the
Preliminary Limited Offering Memorandum or in the Limited Offering
Memorandum but that such firm has reviewed the information describing the Bonds
in the Limited Offering Memorandum under the captions or subcaptions “PLAN OF
FINANCE — The Bonds,” “DESCRIPTION OF THE BONDS,” “SECURITY FOR
THE BONDS SIMILARLY SECURED” (except for the second paragraph under the
subcaption “General”), “ASSESSMENT PROCEDURES” (except for the
subcaptions “Assessment Methodology” and “Assessment Amounts”), “THE
DISTRICT,” “TAX MATTERS,” “LEGAL MATTERS — Legal Proceedings,”
LEGAL MATTERS — Legal Opinions,” “CONTINUING DISCLOSURE – The
City,” “REGISTRATION AND QUALIFICATION OF BONDS FOR SALE,”
LEGAL INVESTMENTS AND ELIGIBILITY TO SECURE PUBLIC FUNDS IN
TEXAS,” and “APPENDIX A – Form of Indenture” and Bond Counsel is of the
opinion that the information relating to the Bonds and legal issues contained under
such captions and subcaptions is an accurate and fair description of the laws and
legal issues addressed therein and, with respect to the Bonds, such information
conforms to the Bond Ordinance, the Assessment Ordinance, and the Indenture;
ii) The Bonds are not subject to the registration requirements of the
Securities Act, and the Indenture is exempt from qualification pursuant to the Trust
Indenture Act;
iii) The City has, or at the time of the adoption thereof had, full power
and authority to adopt the Creation Resolution, the Assessment Ordinance and the
Bond Ordinance (collectively, the foregoing documents are referred to herein as the
City Actions”) and perform its obligations thereunder and the City Actions have
been duly adopted, are in full force and effect and have not been modified, amended
or rescinded; and
iv) The Indenture, the Development Agreement, the Reimbursement
Agreement, the City Continuing Disclosure Agreement and this Agreement have
been duly authorized, executed and delivered by the City and, assuming the due
16
authorization, execution and delivery of such instruments, documents, and
agreements by the other parties thereto, constitute the legal, valid, and binding
agreements of the City, enforceable in accordance with their respective terms, except
as enforcement thereof may be limited by bankruptcy, insolvency, or other laws
affecting enforcement of creditors’ rights, or by the application of equitable
principles if equitable remedies are sought and to the application of Texas law
relating to governmental immunity applicable to local governmental entities.
c) City Legal Opinion. An opinion of Wolfe, Tidwell & McCoy, LLC (the
City Attorney”), dated the Closing Date and addressed to the Underwriter, the
Underwriter’s Counsel, the City and the Trustee, with respect to matters relating to the City,
substantially in the form of Appendix C hereto or in form otherwise agreed upon by the
Underwriter.
d) Opinion of Developer’s Counsel. An opinion of Developer’s Counsel,
substantially in the form of Appendix D hereto, dated the Closing Date and addressed to
the City, Bond Counsel, the City Attorney, the Underwriter, Underwriter’s Counsel and the
Trustee.
e) Developer Certificate. The certificate of the Developer dated as of the
Closing Date, signed by an authorized officer of Developer in substantially the form of
Appendix E hereto.
f) City Certificate. A certificate of the City, dated the Closing Date, to the
effect that, to the best of an authorized City official’s knowledge:
i) the representations and warranties of the City contained herein and
in the City Documents are true and correct in all material respects on and as of the
Closing Date as if made on the date thereof;
ii) the Authorizing Documents and City Documents are in full force and
effect and have not been amended, modified, or supplemented;
iii) except as disclosed in the Limited Offering Memorandum, no
litigation or proceeding against the City is pending or, to the knowledge of such
persons, threatened in any court or administrative body nor is there a basis for
litigation which would (a) contest the right of the members or officials of the City to
hold and exercise their respective positions, (b) contest the due organization and
valid existence of the City or the establishment of the District, (c) contest the
validity, due authorization and execution of the Bonds or the City Documents, or (d)
attempt to limit, enjoin or otherwise restrict or prevent the City from levying and
collecting the Improvement Areas #2-4 Assessments pledged to pay the principal of
and interest on the Bonds, or the pledge thereof; and
iv) the City has, to the best of such person’s knowledge, complied with
all agreements and covenants and satisfied all conditions set forth in the City
Documents, on its part to be complied with or satisfied hereunder at or prior to the
Closing.
17
g) Trustee’s Certificate. A certificate of the Trustee, dated the date of Closing,
in form and substance acceptable to counsel for the Underwriter to the following effect:
i) The Trustee was founded as an Alabama state banking corporation
organized under the laws of the State of Alabama, and has not been dissolved,
cancelled, or terminated, and has the full power and authority, including trust
powers, to accept and perform its duties under the Indenture; and
ii) No consent, approval, authorization or other action by any
governmental authority having jurisdiction over the Trustee that has not been
obtained is or will be required for the authentication of the Bonds or the
consummation by the Trustee of the other transactions contemplated to be performed
by the Trustee in connection with the authentication of the Bonds and the acceptance
and performance of the obligations created by the Indenture.
h) Underwriter Counsel’s Opinion. An opinion, dated the Closing Date and
addressed to the Underwriter, of Greenberg Traurig, LLP, counsel to the Underwriter, to
the effect that:
i) based on (A) such counsel’s review of the Bond Ordinance, the
Indenture, and the Limited Offering Memorandum; (B) its discussions with Bond
Counsel and with the Underwriter; (C) its review of the documents, certificates,
opinions and other instruments delivered at the closing of the sale of the Bonds on
the date hereof; and (D) such other matters as it deems relevant, such counsel is of
the opinion that the Bonds are exempt securities under the Securities Act, and the
Trust Indenture Act, and it is not necessary, in connection with the offering and sale
of the Bonds, to register the Bonds under the Securities Act and the Indenture is not
required to be qualified under the Trust Indenture Act;
ii) based upon (A) such counsel’s review of Rule 15c2-12 and
interpretive guidance published by the SEC relating thereto; (B) its review of the
continuing disclosure undertaking of the City contained in the City Continuing
Disclosure Agreement; and (C) the inclusion in the Limited Offering Memorandum
of a description of the specifics of such undertaking, and assuming that the Bond
Ordinance, the Indenture, and the City Continuing Disclosure Agreement have been
duly adopted by the City and are in full force and effect, such undertaking provides
a suitable basis for the Underwriter, to make a reasonable determination that the City
has met the qualifications of paragraph (b)(5)(i) of Rule 15c2-12; and
iii) although such counsel has not verified and is not passing upon, and
does not assume any responsibility for, the accuracy, completeness or fairness of the
information contained in the Limited Offering Memorandum, it has participated in
the preparation of the Limited Offering Memorandum and without independent
verification, no facts came to its attention that caused it to believe that the Limited
Offering Memorandum (except for the Appendices as well as any other financial,
engineering and statistical data contained therein or included therein by reference or
any litigation disclosed therein, as to which it expresses no view) as of its date
18
contained any untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading.
i) Limited Offering Memorandum. The Limited Offering Memorandum and
each supplement or amendment, if any, thereto.
j) Delivery of City Documents and Developer Documents. The City
Documents and Developer Documents shall have been executed and delivered in form and
content satisfactory to the Underwriter.
k) Form 8038-G. Evidence that the federal tax information form 8038-G has
been prepared by Bond Counsel for filing.
l) Federal Tax Certificate. A certificate of the City in form and substance
satisfactory to Bond Counsel and counsel to the Underwriter setting forth the facts,
estimates and circumstances in existence on the Closing Date, which establish that it is not
expected that the proceeds of the Bonds will be used in a manner that would cause the
Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Internal Revenue
Code of 1986, as amended (the “Code”), and any applicable regulations (whether final,
temporary or proposed), issued pursuant to the Code.
m) Attorney General Opinion and Comptroller Registration. The approving
opinion of the Attorney General of the State regarding the Bonds and the Comptroller of
the State’s Certificate of Registration for the Initial Bond.
n) Continuing Disclosure Agreements. The City Continuing Disclosure
Agreement and the Continuing Disclosure Agreement of the Developer, shall have been
executed by the parties thereto in substantially the forms attached to the Preliminary
Limited Offering Memorandum as Appendix D-1 and Appendix D-2.
o) Letter of Representation of the Appraiser. (i) Letter of Representation of
the Appraiser, substantially in the form of Appendix F hereto addressed to the City, Bond
Counsel, the Underwriter, counsel to the Underwriter and the Trustee, or in form otherwise
agreed upon by the Underwriter, and (ii) a copy of the real estate appraisal of the property
within Improvement Areas #2-4 of the District.
p) Letter of Representation of Administrator. Letter of Representation of the
Administrator, substantially in the form of Appendix G hereto, addressed to the City, Bond
Counsel, the Underwriter, counsel to the Underwriter, and the Trustee or in form otherwise
agreed upon by the Underwriter.
q) Evidence of Filing of Assessment Ordinance. Evidence that the Assessment
Ordinance, including the Assessment Rolls for Improvement Areas #2-4 of the District, has
been filed of record in the real property records of Collin County, Texas.
r) Lender Consent Certificate. Lender Consent Certificate of International
Bank of Commerce consenting to and acknowledging the creation of the District, the
19
adoption of the Assessment Ordinance, the Levy of Assessments, and the subordination of
its lien to the lien created by the Assessments in a form acceptable to the Underwriter.
s) Rule 15c2-12 Certification. A resolution or certificate of the City (which
may be included in the Bond Ordinance) whereby the City has deemed the Preliminary
Limited Offering Memorandum final as of its date, except for permitted omissions, as
contemplated by Rule 15c2-12 in connection with the offering of the Bonds.
t) Dissemination Agent. Evidence acceptable to the Underwriter in its sole
discretion that the City has engaged a dissemination agent acceptable to the Underwriter
for the Bonds, with the execution of the City Continuing Disclosure Agreement and the
Continuing Disclosure Agreement of the Developer by other parties thereto being
conclusive evidence of such acceptance by the Underwriter.
u) BLOR. A copy of the Blanket Issuer Letter of Representation to DTC
relating to the Bonds and signed by the City.
v) Additional Documents. Such additional legal opinions, certificates,
instruments, and other documents as the Underwriter or their counsel may reasonably deem
necessary.
10. City’s Closing Conditions. The obligation of the City hereunder to deliver the
Bonds shall be subject to receipt on or before the date of the Closing of the purchase price set forth
in Section 1 hereof, the opinion of Bond Counsel described in Section 9(a) hereof, the opinion of
the Attorney General described in Section 9(m) hereof, and any documents required to be delivered
by the Developer.
11. Establishment of Issue Price.
a) Notwithstanding any provision of this Agreement to the contrary, the
following provisions related to the establishment of the issue price of the Bonds apply:
i) Definitions. For purposes of this Section, the following definitions
apply:
1) “Public” means any person (including an individual, trust,
estate, partnership, association, company or corporation) other than a
Participating Underwriter or a Related Party to a Participating Underwriter.
2) “Participating Underwriter” means (A) any person that
agrees pursuant to a written contract with the City (or with the Underwriter
to form an underwriting syndicate) to participate in the initial sale of the
Bonds to the Public and (B) any person that agrees pursuant to a written
contract directly or indirectly with a person described in clause (A) to
participate in the initial sale of the Bonds to the Public (including a member
of a selling group or a party to a third-party distribution agreement
participating in the initial sale of the Bonds to the public).
20
3) “Related Party” means any two or more persons who are
subject, directly or indirectly, to (A) more than 50% common ownership of
the voting power or the total value of their stock, if both entities are
corporations (including direct ownership by one corporation of another),
B) more than 50% common ownership of their capital interests or profits
interests, if both entities are partnerships (including direct ownership by one
partnership of another) or (C) more than 50% common ownership of the
value of the outstanding stock of the corporation or the capital interest or
profits interest of the partnership, as applicable, if one entity is a corporation
and the other entity is a partnership (including direct ownership of the
applicable stock or interests by one entity of the other).
4) “Sale Date” means the date of execution of this Agreement
by all parties.
ii) Issue Price Certificate. The Underwriter agrees to assist the City in
establishing the issue price of the Bonds and to execute and deliver to the City at
Closing an Issue Price Certificate, together with the supporting pricing wires or
equivalent communications, substantially in the form attached hereto as Appendix
B, with such modifications as may be appropriate or necessary, in the reasonable
judgment of the Underwriter, the City and Bond Counsel, to accurately reflect, as
applicable, the initial offering price (the “Initial Offering Price”) or prices or the
sales price or prices to the Public of the Bonds. As applicable, all actions to be taken
by the City under this section to establish the issue price of the Bonds may be taken
on behalf of the City by the City's municipal advisor and any notice or report to be
provided to the City may be provided to the City's municipal advisor.
iii) Substantial Amount Test. Other than those maturities of the Bonds
which are designated by the Underwriter in writing in the attached Schedule I (the
Hold-the-Price Maturities”), the City will treat the Initial Offering Price at which
at least ten percent (a “Substantial Amount”) in principal amount of each maturity
of the Bonds is sold to the Public as of the Sale Date (the “Substantial Amount Test”)
as the issue price of that maturity (or each separate CUSIP number within that
maturity). At or promptly after the execution of this Agreement, the Underwriter
will report to the City the price or prices at which the Participating Underwriters
have offered and sold to the Public each maturity of the Bonds. If at that time the
Substantial Amount Test has not been satisfied as to any maturity of the Bonds, the
Underwriter agrees to promptly report to the City the prices at which the Bonds have
been sold by the Participating Underwriters to the Public. That reporting obligation
will continue, whether or not the Closing Date has occurred, until the Substantial
Amount Test has been satisfied as to the Bonds of that maturity or until all Bonds of
that maturity have been sold to the Public.
iv) Hold-The-Price Restriction. The Underwriter agrees that it will
neither offer nor sell any of the Hold-the-Price Maturities to any person at a price
that is higher than the applicable Initial Offering Price for such maturity during the
period starting on the Sale Date and ending on the earlier of (i) the close of the fifth
21
business day after the Sale Date or (ii) the date on which the Underwriter has sold a
Substantial Amount of such Hold-the-Price Maturity to the Public at a price that is
no higher than the Initial Offering Price of such Hold-the-Price Maturity (the “Hold-
the-Price Restriction”). The Initial Offering Price of the Hold-the-Price Maturities
shall be the issue price for such maturities.
The Underwriter shall promptly advise the City when the Participating
Underwriters have sold a Substantial Amount of each such Hold-the-Price Maturity to the
Public at a price that is no higher than the applicable Initial Offering Price of such Hold-
the-Price Maturity, if that occurs prior to the close of the fifth business day after the Sale
Date.
The City acknowledges that, in making the representation set forth in this
subparagraph (4), the Underwriter will rely on (A) the agreement of each Participating
Underwriter to comply with the Hold-the-Price Restriction, as set forth in an agreement
among underwriters and the related pricing wires, (B) in the event a selling group has been
created in connection with the sale of the Bonds to the Public, the agreement of each dealer
who is a member of the selling group to comply with the Hold-the-Price Restriction, as set
forth in a selling group agreement and the related pricing wires, and (C) in the event that a
Participating Underwriter is a party to a third-party distribution agreement that was
employed in connection with the sale of the Bonds, the agreement of each such underwriter,
dealer or broker-dealer that is a party to such agreement to comply with the Hold-the-Price
Restriction, as set forth in the third-party distribution agreement and the related pricing
wires. The City further acknowledges that each Participating Underwriter will be solely
liable for its failure to comply with its agreement regarding the Hold-the-Price Restriction
and that no Participating Underwriter will be liable for the failure of any other Participating
Underwriter to comply with its corresponding agreement regarding the Hold-the-Price
Restriction as applicable to the Bonds.
v) Agreements Among Participating Underwriters. The Underwriter
confirms that:
1) any agreement among underwriters, any selling group
agreement and each third- party distribution agreement to which the
Underwriter is a party relating to the initial sale of the Bonds to the Public,
together with related pricing wires, contains or will contain language
obligating each Participating Underwriter, each dealer who is a member of
any selling group, and each broker-dealer that is a party to any such third-
party distribution agreement, as applicable, to (A) report the prices at which
it sells to the Public the unsold Bonds of each maturity allocated to it until
it is notified by the Underwriter that either the Substantial Amount Test has
been satisfied as to the Bonds of that maturity or all Bonds of that maturity
have been sold to the Public, (B) comply with the Hold-the-Price
Restriction, if applicable, in each case if and for so long as directed by the
Underwriter and as set forth in the related pricing wires and (C)
acknowledge that, unless otherwise advised by the Participating
Underwriter, the Underwriter will assume that based on such agreement
22
each order submitted by the underwriter, dealer or broker-dealer is a sale to
the Public, and
2) any agreement among underwriters relating to the initial sale
of the Bonds to the Public, together with related pricing wires, contains or
will contain language obligating each Participating Underwriter that is a
party to a third-party distribution agreement to be employed in connection
with the initial sale of the Bonds to the Public to require each underwriter,
dealer or broker-dealer that is a party to such third-party distribution
agreement to (A) report the prices at which it sells to the Public the unsold
Bonds of each maturity allotted to it until it is notified by the Underwriter
or the applicable Participating Underwriter that either the Substantial
Amount Test has been satisfied as to the Bonds of that maturity or all Bonds
of that maturity have been sold to the Public and (B) comply with the Hold-
the-Price Restriction, if applicable, in each case if and for so long as directed
by the Underwriter or the applicable Participating Underwriter and as set
forth in the related pricing wires.
b) Sale to Related Party not a Sale to the Public. The Participating
Underwriters acknowledge that sales of any Bonds to any person that is a Related Party to
a Participating Underwriter do not constitute sales to the Public for purposes of this Section.
If a Related Party to a Participating Underwriter purchases during the initial offering period
all of a Hold-the-Price Maturity, the related Participating Underwriter will notify the
Underwriter and will take steps to confirm in writing that such Related Party will either (i)
hold such Bonds for its own account, without present intention to sell, reoffer or otherwise
dispose of such Bonds for at least five business days from the Sale Date, or (ii) comply
with the Hold-the-Price Restriction.
12. Consequences of Termination. If the City shall be unable to satisfy the conditions
contained in this Agreement or if the obligations of the Underwriter shall be terminated for any
reason permitted by this Agreement, this Agreement shall terminate and the Underwriter and the
City shall have no further obligation hereunder, except as further set forth in Sections 13, 15 and
16 hereof.
13. Costs and Expenses.
a) The Underwriter shall be under no obligation to pay, and the City shall cause
to be paid from proceeds of the Bonds the following expenses incident to the issuance of
the Bonds and performance of the City’s obligations hereunder: (i) the costs of the
preparation and printing of the Bonds; (ii) the cost of preparation, printing, and mailing of
the Preliminary Limited Offering Memorandum, the final Limited Offering Memorandum
and any supplements and amendments thereto; (iii) the fees and disbursements of the City’s
municipal advisor and legal counsel, the Trustee’s counsel, Bond Counsel, and the Trustee
relating to the issuance of the Bonds, (iv) the Attorney General’s review fees, (v) the fees
and disbursements of accountants, advisers and any other experts or consultants retained
by the City or for the benefit of the City, including but not limited to the fees and expenses
of the Administrator, and (vi) the expenses incurred by or on behalf of City employees and
23
representatives that are incidental to the issuance of the Bonds and the performance by the
City of its obligations under this Agreement.
b) The Underwriter shall pay the following expenses: (i) all advertising
expenses in connection with the offering of the Bonds; (ii) fees of Underwriter’s Counsel;
and (iii) all other expenses, including CUSIP fees (including out-of-pocket expenses and
related regulatory expenses), incurred by it in connection with its public offering and
distribution of the Bonds, except as noted in Subsection 13(a) above.
c) The City acknowledges that the Underwriter will pay from the
Underwriter’s fee applicable per bond assessment charged by the Municipal Advisory
Council of Texas, a nonprofit corporation whose purpose is to collect, maintain and
distribute information relating to issuing entities of municipal securities.
14. Notice. Any notice or other communication to be given to the City under this
Agreement may be given by delivering the same in writing to: City of Anna, Texas, 120 W. 7th
Street, Anna, Texas 75409, Attention: City Manager. Any notice or other communication to be
given to the Underwriter under this Agreement may be given by delivering the same in writing to:
FMSbonds, Inc., 5 Cowboys Way, Suite 300-25, Frisco, Texas 75034, Attention: Tripp Davenport,
Director.
15. Entire Agreement. This Agreement is made solely for the benefit of the City and
the Underwriter (including their respective successors and assigns), and no other person shall
acquire or have any right hereunder or by virtue hereof. All of the City’s representations,
warranties, and agreements contained in this Agreement shall remain operative and in full force
and effect regardless of: (i) any investigations made by or on behalf of the Underwriter, provided
the City shall have no liability with respect to any matter of which the Underwriter has actual
knowledge prior to the purchase of the Bonds; or (ii) delivery of any payment for the Bonds
pursuant to this Agreement. The agreements contained in this Section and in Sections 16, 18 and
23 shall survive any termination of this Agreement.
16. Survival of Representations and Warranties. All representations and warranties of
the parties made in, pursuant to or in connection with this Agreement shall survive the execution
and delivery of this Agreement, notwithstanding any investigation by the parties. All statements
contained in any certificate, instrument, or other writing delivered by a party to this Agreement or
in connection with the transactions described in by this Agreement constitute representations and
warranties by such party under this Agreement to the extent such statement is set forth as a
representation and warranty in the instrument in question.
17. Counterparts. This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute but one and the same instrument.
18. Severability. In case any one or more of the provisions contained herein shall for
any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality,
or unenforceability shall not affect any other provision hereof.
24
19. State Law and Venue Governs. The validity, interpretation, and performance of this
Agreement shall be governed by the laws of the State of Texas and venue shall lie in Collin County,
Texas.
20. No Assignment. The rights and obligations created by this Agreement shall not be
subject to assignment by the Underwriter or the City without the prior written consent of the other
parties hereto.
21. No Personal Liability. None of the members of the City Council, nor any officer,
representative, agent, or employee of the City, shall be charged personally by the Underwriter with
any liability, or be held liable to the Underwriter under any term or provision of this Agreement,
or because of execution or attempted execution, or because of any breach or attempted or alleged
breach of this Agreement.
22. Form 1295. Submitted herewith or on a date prior hereto is a completed Form 1295
in connection with the Underwriter’s participation in the execution of this Agreement generated
by the Texas Ethics Commission’s (the “TEC”) electronic filing application in accordance with the
provisions of Section 2252.908 of the Texas Government Code and the rules promulgated by the
TEC (the “Form 1295”). The City hereby confirms receipt of the Form 1295 from the Underwriter,
and the City agrees to acknowledge such form with the TEC through its electronic filing
application not later than the 30th day after the receipt of such form. The Underwriter and the City
understand and agree that, with the exception of information identifying the City and the contract
identification number, neither the City nor its consultants are responsible for the information
contained in the Form 1295; that the information contained in the Form 1295 has been provided
solely by the Underwriter; and, neither the City nor its consultants have verified such information.
23. Statutory Verifications. The Underwriter makes the following representations and
covenants pursuant to Chapters 2252, 2271, 2274, and 2276, Texas Government Code, as
heretofore amended (the “Government Code”), in entering into this Agreement. As used in such
verifications, “affiliate” means an entity that controls, is controlled by, or is under common control
with the Underwriter within the meaning of SEC Rule 405, 17 C.F.R. § 230.405, and exists to
make a profit. Liability for breach of any such verification during the term of this Agreement shall
survive until barred by the applicable statute of limitations, and shall not be liquidated or otherwise
limited by any provision of this Agreement, notwithstanding anything in this Agreement to the
contrary.
a) Not a Sanctioned Company. The Underwriter represents that neither it nor
any of its parent company, wholly- or majority-owned subsidiaries, and other affiliates is
a company identified on a list prepared and maintained by the Texas Comptroller of Public
Accounts under Section 2252.153 or Section 2270.0201, Government Code. The foregoing
representation excludes the Underwriter and each of its parent company, wholly- or
majority-owned subsidiaries, and other affiliates, if any, that the United States government
has affirmatively declared to be excluded from its federal sanctions regime relating to
Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization.
b) No Boycott of Israel. The Underwriter hereby verifies that it and its parent
company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not
25
boycott Israel and will not boycott Israel during the term of this Agreement. As used in
the foregoing verification, “boycott Israel” has the meaning provided in Section 2271.001,
Government Code.
c) No Discrimination Against Firearm Entities. The Underwriter hereby
verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other
affiliates, if any, do not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association and will not discriminate against a
firearm entity or firearm trade association during the term of this Agreement. As used in
the foregoing verification, “discriminate against a firearm entity or firearm trade
association” has the meaning provided in Section 2274.001(3), Government Code.
d) No Boycott of Energy Companies. The Underwriter hereby verifies that it
and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any,
do not boycott energy companies and will not boycott energy companies during the term
of this Agreement. As used in the foregoing verification, “boycott energy companies” has
the meaning provided in Section 2276.001(1), Government Code.
24. Term of this Agreement. Except for the representations and warranties designated
as surviving the term of the Agreement, the term of this Agreement shall end on the 25th day after
the end of the underwriting period.
Signatures to follow]
S-1
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the
date first set forth above.
FMSbonds, Inc.,
as Underwrite
B :
Name: Theodore A. Swinarski
Title: Senior Vice President – Tradin
Schedule I-1
SCHEDULE I
10,016,000
CITY OF ANNA, TEXAS
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2026
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 IMPROVEMENT AREAS #2-4
PROJECTS)
Interest Accrues From: Date of Delivery
1,840,000 4.625% Term Bonds, Due September 15, 2036, Priced to Yield 4.710% (a) (b) (c)
3,038,000 5.625% Term Bonds, Due September 15, 2046, Priced to Yield 5.625% (a) (b) (c)
5,138,000 6.000% Term Bonds, Due September 15, 2056, Priced to Yield 6.050% (a) (b) (c)
a) The initial prices or yields of the Bonds are furnished by the Underwriter, have been determined in accordance
with the “10% test”, and represent the initial offering prices or yields to the public, which may be changed
by the Underwriter at any time.
b) The Bonds are subject to redemption, in whole or in part, prior to stated maturity, at the option of the City,
on any date on or after September 15, 2034, at the redemption price of 100% of the principal amount plus
accrued interest to the date of redemption as described in the Limited Offering Memorandum under
DESCRIPTION OF THE BONDS — Redemption Provisions.”
c) The Bonds are also subject to extraordinary optional redemption as described in the Limited Offering
Memorandum under “DESCRIPTION OF THE BONDS — Redemption Provisions.”
The Term Bonds are subject to mandatory sinking fund redemption on the dates and in the respective Sinking
Fund Installments as set forth in the following schedule.
1,840,000 Term Bonds Maturing September 15, 2036
Redemption Date Sinking Fund Installment
September 15, 2027 $ 30,000
September 15, 2028 173,000
September 15, 2029 179,000
September 15, 2030 186,000
September 15, 2031 193,000
September 15, 2032 200,000
September 15, 2033 207,000
September 15, 2034 216,000
September 15, 2035 224,000
September 15, 2036† 232,000
3,038,000 Term Bonds Maturing September 15, 2046
Redemption Date Sinking Fund Installment
September 15, 2037 242,000
September 15, 2038 253,000
September 15, 2039 266,000
September 15, 2040 278,000
September 15, 2041 294,000
September 15, 2042 308,000
Schedule I-2
September 15, 2043 324,000
September 15, 2044 340,000
September 15, 2045 357,000
September 15, 2046† 376,000
5,138,000 Term Bonds Maturing September 15, 2056
Redemption Date Sinking Fund Installment
September 15, 2047 396,000
September 15, 2048 418,000
September 15, 2049 442,000
September 15, 2050 467,000
September 15, 2051 493,000
September 15, 2052 520,000
September 15, 2053 550,000
September 15, 2054 583,000
September 15, 2055 617,000
September 15, 2056† 652,000
Stated maturity.
A-1
APPENDIX A
FORM OF DEVELOPER LETTER OF REPRESENTATIONS
10,016,000
CITY OF ANNA, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2026
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 IMPROVEMENT
AREAS #2-4 PROJECTS)
DEVELOPER LETTER OF REPRESENTATIONS
May 26, 2026
City of Anna, Texas
120 W. 7th Street
Anna, Texas 75409
FMSbonds, Inc.
5 Cowboys Way, Suite 300-25
Frisco, Texas 75034
Ladies and Gentlemen:
This letter is being delivered to the City of Anna, Texas (the “City”) and FMSbonds, Inc.
the “Underwriter”), in consideration for your entering into the Bond Purchase Agreement dated
the date hereof (the “Bond Purchase Agreement”) for the sale and purchase of the $10,016,000
City of Anna, Texas, Special Assessment Revenue Bonds, Series 2026 (Sherley Tract Public
Improvement District No. 2 Improvement Areas #2-4 Projects)” (the “Bonds”). Pursuant to the
Bond Purchase Agreement, the Underwriter has agreed to purchase from the City, and the City has
agreed to sell to the Underwriter, the Bonds. In order to induce the City to enter into the Bond
Purchase Agreement and as consideration for the execution, delivery, and sale of the Bonds by the
City and the purchase of them by the Underwriter, the undersigned, MM Anna 325, LLC, a Texas
limited liability company (the “Developer”), makes the representations, warranties, and covenants
contained in this Developer Letter of Representations. Unless the context clearly indicates
otherwise, each capitalized term used in this Developer Letter of Representations will have the
meaning set forth in the Bond Purchase Agreement.
1. Purchase and Sale of Bonds. Inasmuch as the purchase and sale of the Bonds
represents a negotiated transaction, the Developer understands, and hereby confirms, that the
Underwriter is not acting as a fiduciary of the Developer, but rather is acting solely in its capacity
as Underwriter of the Bonds for its own account.
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2. Updating of the Limited Offering Memorandum. If, after the date of this Developer
Letter of Representations, up to and including the date the Underwriter is no longer required to
provide a Limited Offering Memorandum to potential customers who request the same pursuant
to Rule 15c2-12 (the earlier of (i) ninety (90) days from the “end of the underwriting period” (as
defined in Rule 15c2-12) and (ii) the time when the Limited Offering Memorandum is available
to any person from the MSRB, but in no case less than twenty-five (25) days after the “end of the
underwriting period” for the Bonds), the Developer becomes aware of any fact or event which
might or would cause the Limited Offering Memorandum, as then supplemented or amended, to
contain any untrue statement of a material fact or to omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, or if it is necessary to amend or supplement the Limited
Offering Memorandum to comply with law, the Developer will notify the Underwriter (and for the
purposes of this clause provide the Underwriter with such information as it may from time to time
request); however, that for the purposes of this Developer Letter of Representations and any
certificate delivered by the Developer in accordance with the Bond Purchase Agreement, the
Developer makes no representations with respect to (i) the descriptions in the Preliminary Limited
Offering Memorandum or the Limited Offering Memorandum of The Depository Trust Company,
New York, New York, or its book-entry-only system and (ii) the information in the Preliminary
Limited Offering Memorandum and the Limited Offering Memorandum under the captions “THE
CITY,” “THE DISTRICT,” “BONDHOLDERS’ RISKS” (except as it pertains to the Developer,
the Improvement Areas #2-4 Improvements and the Development, as defined in the Limited
Offering Memorandum), “TAX MATTERS,” “LEGAL MATTERS — Litigation — The City,”
CONTINUING DISCLOSURE — The City” and “— The City’s Compliance with Prior
Undertakings” and “INFORMATION RELATING TO THE TRUSTEE.”
3. Developer Documents. The Developer has executed or caused the execution of and
delivered each of the below listed documents (individually, a “Developer Document” and
collectively, the “Developer Documents”) in the capacity provided for in each such Developer
Document, and each such Developer Document constitutes a valid and binding obligation of
Developer, enforceable against the Developer in accordance with its terms:
a) this Developer Letter of Representations;
b) that certain Development Agreement;
c) that certain Reimbursement Agreement; and
d) that certain Continuing Disclosure Agreement of the Developer.
The Developer has complied in all material respects with all of the Developer’s agreements
and covenants and satisfied all conditions required to be complied with or satisfied by the
Developer under the Developer Documents on or prior to the date hereof.
The representations and warranties of the Developer set forth in the Developer Documents
are true and correct in all material respects on and as of the date hereof.
4. Developer Representations, Warranties and Covenants. The Developer represents,
warrants, and covenants to the City and the Underwriter that:
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a) Due Organization and Existence. The Developer is duly formed and validly
existing as a limited liability company under the laws of the State of Texas.
b) Organizational Documents. The copies of the organizational documents of
the Developer provided by the Developer (the “Developer Organizational Documents”) to
the City and the Underwriter are fully executed, true, correct, and complete copies of such
documents and such documents have not been amended or supplemented and are in full
force and effect as of the date hereof.
c) No Breach. The execution and delivery of the Developer Documents by
Developer does not violate any judgment, order, writ, injunction or decree binding on
Developer or any indenture, agreement, or other instrument to which Developer is a party.
d) No Litigation. Other than as described in the Preliminary Limited Offering
Memorandum, there are no proceedings pending or threatened in writing before any court
or administrative agency against Developer that is either not covered by insurance or which
singularly or collectively would have a material, adverse effect on the ability of Developer
to perform its obligations under the Developer Documents in all material respects or that
would reasonably be expected to prevent or prohibit the development of the Development
in accordance with the description thereof in the Preliminary Limited Offering
Memorandum.
e) Information. The information prepared and submitted by the Developer to
the City or the Underwriter in connection with the preparation of the Preliminary Limited
Offering Memorandum and the Limited Offering Memorandum was, and is, as of this date,
true and correct in all material respects.
f) Preliminary Limited Offering Memorandum. The Developer represents and
warrants that the information set forth in the Preliminary Limited Offering Memorandum
in the maps included therein and under the captions “PLAN OF FINANCE” (excluding the
subcaptions “– The Bonds” and “– Prior Bonds), THE IMPROVEMENT AREAS #2-4
IMPROVEMENTS,” “THE DEVELOPMENT,” “THE DEVELOPER,” “CONTINUING
DISCLOSURE – The Developer’s Compliance with Prior Undertakings,” “SOURCES OF
INFORMATION – Source of Certain Information,” “APPENDIX D-2,” “APPENDIX F”
and “APPENDIX G” and, to the best of the Developer’s knowledge after due inquiry, under
the captions “LEGAL MATTERS — Litigation — The Developer” and
BONDHOLDERS’ RISKS” (only as it pertains to the Developer, the Improvement Areas
2-4 Improvements and the Development) is true and correct and does not contain any
untrue statement of a material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not
misleading. The Developer agrees to provide a certificate dated the Closing Date
affirming, as of such date, the representations contained in this subsection (f) with respect
to the Preliminary Limited Offering Memorandum and the Limited Offering
Memorandum.
g) Events of Default. No “Event of Default” or “event of default” by the
Developer under any of the Developer Documents, any documents to which Developer is
A-4
a party described in the Preliminary Limited Offering Memorandum, or under any material
documents relating to the financing and construction of the Improvement Areas #2-4
Improvements to which the Developer is a party, or event that, with the passage of time or
the giving of notice or both, would constitute such “Event of Default” or “event of default,”
by the Developer has occurred and is continuing.
h) Assignment of Reimbursement Agreement. The Developer has not
assigned any of its rights under the Reimbursement Agreement to an out-of-state entity.
i) Extraterritorial Jurisdiction. None of the real property located within the
District has been removed from the extraterritorial jurisdiction of the City pursuant to
Chapter 42, Subchapter D, of the Texas Local Government Code, as amended.
5. Indemnification.
a) The Developer will indemnify and hold harmless the City and the
Underwriter and each of their officers, directors, employees and agents against any losses,
claims, damages or liabilities to which any of them may become subject, under the
Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon an untrue statement or alleged untrue
statement of a material fact contained or incorporated by reference in the Preliminary
Limited Offering Memorandum and the Limited Offering Memorandum in the maps
included therein or under the captions “PLAN OF FINANCE” (excluding the subcaptions
The Bonds” and “– Prior Bonds), THE IMPROVEMENT AREAS #2-4
IMPROVEMENTS,” “THE DEVELOPMENT,” “THE DEVELOPER,”
BONDHOLDERS’ RISKS” (only as it pertains to the Developer, the Improvement Areas
2-4 Improvements and the Development), “LEGAL MATTERS — Litigation — The
Developer,” “CONTINUING DISCLOSURE – The Developer’s Compliance with Prior
Undertakings,” “SOURCES OF INFORMATION – Source of Certain Information,”
APPENDIX D-2,” “APPENDIX F” and “APPENDIX G” or any amendment or
supplement to the Limited Offering Memorandum amending or supplementing the
information contained under the aforementioned captions (as qualified above), or arise out
of or are based upon the omission or alleged untrue statement or omission to state therein
a material fact necessary to make the statements under the aforementioned captions (as
qualified above) not misleading under the circumstances under which they were made and
will reimburse any indemnified party for any reasonable legal or other expenses reasonably
incurred by them in connection with investigating or defending any such action or claim as
such expenses are incurred.
b) Promptly after receipt by an indemnified party under subsection (a) above
of notice of the commencement of any action, such indemnified party shall, if a claim in
respect thereof is to be made against the indemnifying party under such subsection, notify
the indemnifying party in writing of the commencement thereof; but the omission so to
notify the indemnifying party shall not relieve the indemnifying party from any liability
which it may have to the indemnified party otherwise than under such subsection, unless
such indemnifying party was prejudiced by such delay or lack of notice. In case any such
action shall be brought against an indemnified party, it shall promptly notify the
A-5
indemnifying party of the commencement thereof, the indemnifying party shall be entitled
to participate therein and, to the extent that it shall wish, to assume the defense thereof,
with counsel reasonably satisfactory to such indemnified party (who shall not, except with
the consent of the indemnified party, be counsel to the indemnifying party), and, after
notice from the indemnifying party to such indemnified party of its election so to assume
the defense thereof, the indemnifying party shall not be liable to such indemnified party
under such subsection for any legal expenses of other counsel or any other expenses, in
each case subsequently incurred by such indemnified party, in connection with the defense
thereof other than reasonable costs of investigation. The indemnifying party shall not be
liable for any settlement of any such action effected without its consent, but if settled with
the consent of the indemnifying party or if there is a final judgment for the plaintiff in any
such action, the indemnifying party will indemnify and hold harmless any indemnified
party from and against any loss or liability by reason of such settlement or judgment. The
indemnity herein shall survive delivery of the Bonds and shall survive any investigation
made by or on behalf of the City, the Developer or the Underwriter.
6. Survival of Representations, Warranties and Covenants. All representations,
warranties, and agreements in this Developer Letter of Representations will survive regardless of
a) any investigation or any statement in respect thereof made by or on behalf of the Underwriter,
b) delivery of any payment by the Underwriter for the Bonds hereunder, and (c) any termination
of the Bond Purchase Agreement.
7. Binding on Successors and Assigns. This Developer Letter of Representations will
be binding upon the Developer and its successors and assigns and inure solely to the benefit of the
Underwriter and the City, and no other person or firm or entity will acquire or have any right under
or by virtue of this Developer Letter of Representations.
Signature page to follow]
A-6
DEVELOPER:
MM ANNA 325, LLC,
a Texas limited liability company
By: MMM Ventures, LLC,
a Texas limited liability company
Its Manager
By: 2M Ventures, LLC,
a Delaware limited liability company
Its Manager
By: ______________________________
Name: Mehrdad Moayedi
Its Manager
B-1
APPENDIX B
10,016,000
CITY OF ANNA, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2026
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 IMPROVEMENT AREAS #2-4
PROJECTS)
ISSUE PRICE CERTIFICATE
The undersigned, as the duly authorized representative of FMSbonds, Inc. (the
Purchaser”), hereby certifies with respect to the $10,016,000 City of Anna, Texas, Special
Assessment Revenue Bonds, Series 2026 (Sherley Tract Public Improvement District No. 2
Neighborhood Improvement Areas #2-4 Projects) (“the “Bonds”) issued by the City of Anna,
Texas (the “Issuer”), hereby certifies, based on its records and information, as follows:
a) [Other than the Bonds maturing in ____________ (the “Hold-the-Price
Maturities”), the][The first price at which at least ten percent (“Substantial Amount”) of the
principal amount of each maturity of the Bonds having the same credit and payment terms (a
Maturity”) was sold to a person (including an individual, trust, estate, partnership, association,
company, or corporation) other than an Underwriter (the “Public”) is set forth in the final Limited
Offering Memorandum relating to the Bonds.
Add (b) and (c) only if there are Hold-the-Price Maturities)
b) On or before the first day on which there is a binding contract (“Purchase Contract”)
in writing for the sale of the Bonds (the “Sale Date”), the Purchaser offered to the Public each
Maturity of the Hold-the-Price Maturities at their respective initial offering prices (the “Initial
Offering Prices”), as listed in the final Limited Offering Memorandum relating to the Bonds.
c) As set forth in the Purchase Contract, the Purchaser agreed in writing to neither
offer nor sell any of the Hold-the-Price Maturities to any person at any higher price than the
respective Initial Offering Price for such Hold-the-Price Maturities until a date that is the earlier
of the close of the fifth business day after the Sale Date or the date on which the Purchaser sells a
Substantial Amount of a Hold-the-Price Maturities of the Bonds to the Public at no higher price
than the Initial Offering Price for such Hold-the-Price Maturity.
A copy of the pricing wire or equivalent communication for the Bonds is attached to this
Certificate as Schedule A.
For purposes of this Issue Price Certificate, the term “Underwriter” means (1) (i) a person
that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an
underwriting syndicate) to participate in the initial sale of the Bonds to the Public, or (ii) any person
that agrees pursuant to a written contract directly or indirectly with a person described in clause
1)(i) of this paragraph (including a member of a selling group or a party to a retail distribution
agreement participating in the initial sale of the Bonds to the Public) to participate in the initial
sale of the Bonds to the Public, and (2) any person who has more than 50% common ownership,
directly or indirectly, with a person described in clause (1) of this paragraph.
B-2
The undersigned understands that the foregoing information will be relied upon by the
Issuer with respect to certain of the representations set forth in the Federal Tax Certificate and with
respect to compliance with the federal income tax rules affecting the Bonds, and by McCall,
Parkhurst & Horton L.L.P. in connection with rendering its opinion that the interest on the Bonds
is excluded from gross income for federal income tax purposes, the preparation of the Internal
Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer
from time to time relating to the Bonds. Notwithstanding anything set forth herein, the Purchaser
is not engaged in the practice of law and makes no representation as to the legal sufficiency of the
factual matters set forth herein.
EXECUTED and DELIVERED this _______________, 2026.
FMSbonds, Inc.
By:
Name:
Title:
SCHEDULE A
PRICING WIRE OR EQUIVALENT COMMUNICATION
Attached)
C-1
APPENDIX C
LETTERHEAD OF THE CITY ATTORNEY]
May 26, 2026
FMSbonds, Inc.
5 Cowboys Way, Suite 300-25
Frisco, Texas 75034
Regions Bank
3773 Richmond Avenue, Suite 1100
Houston, Texas 77046
Greenberg Traurig, LLP
2021 McKinney Avenue, Suite 2000
Dallas, Texas 75201
City of Anna
120 W. 7th Street
Anna, Texas 75409
10,016,000
CITY OF ANNA, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2026
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 IMPROVEMENT AREAS
2-4 PROJECTS)
Ladies and Gentlemen:
We are the City Attorney of the City of Anna, Texas (the “City”) and render this opinion in
connection with the issuance and sale of $10,016,000 “City of Anna, Texas, Special Assessment
Revenue Bonds, Series 2026 (Sherley Tract Public Improvement District No. 2 Improvement
Areas #2-4 Projects)” (the “Bonds”), by the City, a political subdivision of the State of Texas (the
State”).
The Bonds are authorized pursuant to Ordinance No. [_________] and enacted by the City
Council of the City (the “City Council”) on May 26, 2026 (the “Bond Ordinance”) and shall be
issued pursuant to the provisions of Subchapter A of the Public Improvement District Assessment
Act, Chapter 372, Texas Local Government Code, as amended (the “Act”) and the Amended and
Restated Indenture of Trust dated as of June 1, 2026 (the “Indenture”) by and between the City
and Regions Bank as trustee (the “Trustee”). The Bonds are being sold to FMSbonds, Inc. pursuant
to the Bond Purchase Agreement dated May 26, 2026 between the City and FMSbonds, Inc. (the
Bond Purchase Agreement”). This opinion is being delivered pursuant to Section 9(c) of the Bond
Purchase Agreement. Capitalized terms not defined herein shall have the same meanings as in the
Indenture, unless otherwise stated herein.
In connection with rendering this opinion, we have reviewed:
a) The Resolution No. [_____] enacted by the City Council on December 8, 2020, (the
Creation Resolution.”);
C-2
b) The Assessment Ordinance and the Service and Assessment Plan attached as an
exhibit thereto;
c) The Bond Ordinance;
d) The Indenture;
e) The Bond Purchase Agreement;
f) The Development Agreement;
g) The City Continuing Disclosure Agreement;
h) The Reimbursement Agreement; and
i) Such other documents, records, agreements or certificates as we have deemed
necessary or appropriate to enable us to render the opinions expressed below.
The Creation Resolution, the Assessment Ordinance, the Indenture, and the Bond
Ordinance shall hereinafter be collectively referred to as the “Authorizing Documents” and the
remaining documents shall hereinafter be collectively referred to as the “City Documents.”
In all such examinations, we have assumed that all signatures on documents and
instruments executed by the City are genuine and that all documents submitted to me as copies
conform to the originals. In addition, for purposes of this opinion, we have assumed the due
authorization, execution and delivery of the City Documents by all parties other than the City.
Based upon and subject to the foregoing and the additional qualifications and assumptions
set forth herein, we are of the opinion that:
1. The City is a Texas political subdivision and has all necessary power and authority
to enter into and perform its obligations under the Authorizing Documents and the City
Documents. The City has taken or obtained all actions, approvals, consents and authorizations
required of it by applicable laws in connection with the execution of the Authorizing Documents
and the City Documents and the performance of its obligations thereunder.
2. To the best of our knowledge, there is no action, suit, proceeding, inquiry or
investigation at law or in equity, before or by any court, public board or body, pending, or
threatened against the City: (a) affecting the existence of the City or the titles of its officers to their
respective offices, (b) in any way questioning the formation or existence of the District, (c)
affecting, contesting or seeking to prohibit, restrain or enjoin the delivery of any of the Bonds, or
the payment, collection or application of any amounts pledged or to be pledged to pay the principal
of and interest on the Bonds, including the Assessments in Improvement Areas #2-4 of the District
pursuant to the provisions of the Assessment Ordinance, and the Service and Assessment Plan
referenced therein, (d) contesting or affecting the validity or enforceability or the City’s
performance of the City Documents, (e) contesting the exclusion of the interest on the Bonds from
federal income taxation, or (f) which may result in any material adverse change relating to the
financial condition of the City.
3. The Authorizing Documents were duly enacted by the City and remain in full force
and effect on the date hereof.
C-3
4. The City Documents have been duly authorized, executed and delivered by the City
and are legal, valid and binding obligations of the City enforceable against the City in accordance
with their respective terms. However, the enforceability of the obligations of the City under such
City Documents may be limited or otherwise affected by (a) bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the rights of creditors generally, (b) principles
of equity, whether considered at law or in equity, or (c) the application of State law relating to
action by future councils and relating to governmental immunity applicable to governmental
entities.
5. No further consent, approval, authorization, or order of any court or governmental
agency or body or official is required to be obtained by the City as a condition precedent to the
performance by the City of its obligations under the Authorizing Documents and the City
Documents (other than those that have been or will be obtained prior to the delivery of the Bonds,
including the opinion of the Texas Attorney General).
6. The City has duly authorized and delivered the Preliminary Limited Offering
Memorandum and the Limited Offering Memorandum.
7. Based upon my limited participation in the preparation of the Preliminary Limited
Offering Memorandum and the Limited Offering Memorandum (collectively, the “Limited
Offering Memorandum”), the statements and information contained in the Preliminary Limited
Offering Memorandum and the Limited Offering Memorandum with respect to the City under the
captions and subcaptions “ASSESSMENT PROCEDURES – Assessment Methodology” and “ –
Assessment Amounts,” “THE CITY,” “THE DISTRICT,” “THE DEVELOPMENT –
Development Agreement,” “LEGAL MATTERS – Litigation – The City,” and “CONTINUING
DISCLOSURE – The City” are a fair and accurate summary of the laws and the documents and
facts summarized therein.
8. The adoption of the Authorizing Documents, the execution and delivery of the City
Documents and the compliance with the provisions of the Authorizing Documents and the City
Documents under the circumstances contemplated thereby, to the best of our knowledge: (a) do
not and will not in any material respect conflict with or constitute on the part of the City a breach
of or default under any agreement to which the City is a party or by which it is bound, and (b) do
not and will not in any material respect conflict with or constitute on the part of the City a violation,
breach of or default under any existing law, regulation, constitutional provision, court order or
consent decree to which the City is subject.
This opinion may not be relied upon by any other person except those specifically
addressed in this letter.
Very truly yours,
CITY ATTORNEY
D-1
APPENDIX D
LETTERHEAD OF BOGHETICH LAW]
June 23, 2026
City of Anna, Texas
120 W. 7th Street
Anna, Texas 75409
FMSbonds, Inc.
5 Cowboys Way, Suite 300-25
Frisco, Texas 75034
Regions Bank
3773 Richmond Avenue, Suite 1100
Dallas, Texas 75248
Wolfe, Tidwell & McCoy, LLP
2591 Dallas Parkway, Suite 300
Frisco, Texas 75034
McCall, Parkhurst & Horton L.L.P
717 North Harwood, Suite 900
Dallas, Texas 75201
Greenberg Traurig, LLP
2021 McKinney Avenue, Suite 2000
Dallas, Texas 75201
10,016,000
CITY OF ANNA, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2026
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 IMPROVEMENT
AREAS #2-4 PROJECTS)
Ladies & Gentlemen:
We have acted as special counsel to MM Anna 325, LLC, a Texas limited liability company
the “Developer”) in connection with the issuance and sale by the City of Anna, Texas (the
City”), of $10,016,000 City of Anna, Texas, Special Assessment Revenue Bonds, Series 2026
Sherley Tract Public Improvement District No. 2 Improvement Areas #2-4 Projects) (the
Bonds”), pursuant to the Indenture of Trust dated as of June 1, 2026 (the “Indenture”), by and
between the City and Regions Bank, as trustee (the “Trustee”). Proceeds from the sale of the
Bonds will be used, in part, to fund certain public infrastructure improvements in the Development
as defined in the Limited Offering Memorandum) located in the City.
The Bonds are being sold by FMSbonds, Inc. (the “Underwriter”), pursuant to that certain
Bond Purchase Agreement dated May 26, 2026 (the “Bond Purchase Agreement”), by and
between the City and the Underwriter.
All capitalized terms used herein and not otherwise defined shall have the meanings
ascribed thereto in the Bond Purchase Agreement.
D-2
In our capacity as special counsel to the Developer, and for purposes of rendering the
opinions set forth herein, we have examined originals or copies, certified or otherwise identified
to our satisfaction, of:
a) The following documents (collectively, the “Material Documents”):
1) the Development Agreement;
2) the Reimbursement Agreement;
3) the Continuing Disclosure Agreement of the Developer and
4) the Developer Letter of Representations;
b) General Certificate of the Developer and the Closing Certificate of the Developer, each
dated as of the date hereof (together, the “Developer Certificate”);
c) The Preliminary Limited Offering Memorandum, dated May 13, 2026, relating to the
issuance of the Bonds (the “Preliminary Limited Offering Memorandum”);
d) The final Limited Offering Memorandum, dated May 26, 2026, relating to the issuance
of the Bonds (collectively with the Preliminary Limited Offering Memorandum, the “Limited
Offering Memorandum”); and
e) Such other documents, records, agreements, and certificates of the Developer as we
have deemed necessary or appropriate to render the opinions expressed below.
In basing the opinions and other matters set forth herein on “our knowledge,” the words
our knowledge” signify that, in the course of our representation of the Developer, the principal
attorneys in this firm involved in the current actual transaction do not have actual knowledge or
actual notice that any such opinions or other matters are not accurate or that any of the documents,
certificates, reports and information on which we have relied are not accurate and complete.
Except as otherwise stated herein, we have undertaken no independent investigation or
certification of such matters. The words “our knowledge” and similar language used herein are
intended to be limited to the knowledge of the attorneys within our firm who have worked on the
matters contemplated by our representation as special counsel.
In rendering the opinions set forth herein, we have assumed, without independent
investigation (other than the Developer), that: (i) the due authorization, execution, and delivery of
each of the documents referred to in this opinion letter by all parties thereto and that each such
document constitutes a valid, binding, and enforceable obligation of each party thereto, (ii) all of
the parties to the documents referred to in this opinion letter are duly organized, validly existing,
in good standing and have the requisite power, authority (corporate, limited liability company,
partnership or other) and legal right to execute, deliver, and perform its obligations under such
documents (except to the extent set forth in our opinions set forth herein regarding valid existence
and power and authority of the Developer to execute, deliver, and perform its obligations under
the Material Documents), (iii) each certificate from governmental officials reviewed by us is
accurate, complete, and authentic, and all official public records are accurate and complete, (iv)
the legal capacity of all natural persons, (v) the genuineness of all signatures (other than those of
the Developer in respect of the Material Documents), (vi) the authenticity and accuracy of all
D-3
documents submitted to us as originals, (vii) the conformity to original documents of all documents
submitted to us as photostatic or certified copies, (viii) that no laws or judicial, administrative, or
other action of any governmental authority of any jurisdiction not expressly opined to herein would
adversely affect the opinions set forth herein, and (ix) that the execution and delivery by each party
of, and performance of its agreements in, the Material Documents do not breach or result in a
default under any existing obligation of such party under any agreements, contracts or instruments
to which such party is a party to or otherwise subject to or any order, writ, injunction or decree of
any court applicable to such party.
In addition, we have assumed that the Material Documents accurately reflect the complete
understanding of the parties with respect to the transactions contemplated thereby and the rights
and obligations of the parties thereunder. We have also assumed that the terms and conditions of
the transaction as reflected in the Material Documents have not been amended, modified or
supplemented, directly or indirectly, by any other agreement or understanding of the parties or
waiver of any of the material provisions of the Material Documents.
We assume that none of the parties to the Material Documents (other than the Developer)
is a party to any court or regulatory proceeding relating to or otherwise affecting the Material
Documents or is subject to any order, writ, injunction or decree of any court or federal, state or
local governmental agency or commission that would prohibit the execution and delivery of the
Material Documents, or the consummation of the transactions therein contemplated in the manner
therein provided, or impair the validity or enforceability thereof. We assume that each of the
parties to the Material Documents (other than Developer) has full authority to close this transaction
in accordance with the terms and provisions of the Material Documents.
We assume that neither the Underwriter nor the City nor their respective counsel has any
current actual knowledge of any facts not known to us or any law or judicial decision which would
make the opinions set forth herein incorrect, and that no party upon whom we have relied for
purposes of this opinion letter has perpetrated a fraud.
We have only been engaged by our clients in connection with the Material Documents (and
the transactions contemplated in the Material Documents) and do not represent these clients
generally.
Opinions and Assurances
Based solely upon the foregoing, and subject to the assumptions and limitations set forth
herein, we are of the opinion that:
1. The execution and delivery by the Developer of the Material Documents and the
performance by the Developer of its obligations under the Material Documents will not (i) violate
any applicable law; or (ii) conflict with or result in the breach of any court decree or order of any
governmental body identified in the Developer Certificate or otherwise actually known to the
lawyers who have provided substantive attention to the representation reflected in this opinion
binding upon or affecting the Developer, the conflict with which or breach of which would have a
material, adverse effect on the ability of the Developer to perform its obligations under the Material
Documents to which it is a party.
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2. To our knowledge, no governmental approval which has not been obtained or taken
is required to be obtained or taken by the Developer on or before the date hereof as a condition to
the performance by the Developer of its obligations under the Material Documents to which it is a
party, except for governmental approvals that may be required to comply with certain covenants
contained in the Material Documents (including, without limitation, covenants to comply with
applicable laws).
3. The Developer has duly executed and delivered each of the Material Documents
to which it is a party, and each of the Material Documents constitute the legal, valid, and binding
obligations of the Developer, enforceable against the Developer in accordance with their respective
terms, subject to the following qualifications: (i) the effect of applicable bankruptcy, insolvency,
reorganization, moratorium and other similar laws affecting the rights of creditors generally, (ii)
the effect of the exercise of judicial discretion in accordance with general principles of equity
whether applied by a court of law or of equity), and (iii) the effect that enforceability of the
indemnification provisions therein may be limited, in whole or in part. The execution, delivery,
and performance by the Developer of its obligations under the Material Documents do not violate
any existing laws of the State of Texas applicable to the Developer.
4. To our knowledge after reasonable inquiry, there are no actions, suits or
proceedings pending or threatened against the Developer identified in the Developer Certificate or
otherwise actually known to the lawyers who have provided substantive attention to the
representation reflected in this opinion in any court of law or equity, or before or by any
governmental instrumentality with respect to the validity or enforceability against it of such
Material Documents or the transactions described therein.
5. The execution and delivery of the Material Documents do not, and the transactions
described therein may be consummated and the terms and conditions thereof may be observed and
performed in a manner that does not, conflict with or constitute a breach of or default under any
loan agreement, Indenture, bond note, resolution, agreement or other instrument to which the
Developer is a party or is otherwise subject and which have been identified in the Developer
Certificate which violation, breach or default would materially adversely affect the Developer or
its performance of its obligations under the transactions described in the Material Documents; nor
will any such execution, delivery, adoption, fulfillment, or compliance result in the creation or
imposition of any lien, charge, or other security interest or encumbrance of any nature whatsoever
upon any of the property or assets of the Developer, except as expressly described in the Material
Documents (a) under applicable law or (b) under any such loan agreement, indenture, bond note,
resolution, agreement, or other instrument.
6. The information set forth in the Limited Offering Memorandum under the captions
PLAN OF FINANCE” (excluding the subcaptions “– The Bonds” and “– Prior Bonds), THE
IMPROVEMENT AREAS #2-4 IMPROVEMENTS,” “THE DEVELOPMENT,” “THE
DEVELOPER,” “BONDHOLDERS’ RISKS” (only as it pertains to the Developer, the
Improvement Areas #2-4 Improvements and the Development), “LEGAL MATTERS — Litigation
The Developer,” “CONTINUING DISCLOSURE – The Developer’s Compliance with Prior
Undertakings,” “SOURCES OF INFORMATION – Source of Certain Information,” “APPENDIX
D-2,” “APPENDIX F” and “APPENDIX G” adequately and fairly describe the information
summarized under such captions and are correct as to matters of law.
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7. Subject to the below qualifications and based upon our participation in the
preparation of the Limited Offering Memorandum and our participation at conferences with
representatives of the Underwriter and its counsel, of the City and its counsel, and with
representatives of the Developer and its lawyers, at which the Limited Offering Memorandum and
related matters were discussed, and although we have not independently verified the information
in the Limited Offering Memorandum and are not passing upon and do not assume any
responsibility for the accuracy, completeness or fairness of the statements contained in the Limited
Offering Memorandum and any amendment or supplement thereto, no facts have come to our
attention that lead us to believe that the information set forth under the captions referenced in the
preceding paragraph as of the date of the Limited Offering Memorandum and the date hereof,
contained or contains any untrue statement of a material fact, or omitted or omits to state any
material fact required to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading.
Qualifications
In addition to any assumptions, qualifications and other matters set forth elsewhere herein,
the opinions set forth above are subject to the following assumptions and qualifications:
a) We have not examined any court dockets, agency files or other public records
regarding the entry of any judgments, writs, decrees or orders or the pendency of any actions,
proceedings, investigations or litigation.
b) We have relied upon the Developer Certificate, as well as the representations of the
Developer contained in the Material Documents, with respect to certain facts material to our
opinion. Except as otherwise specifically indicated herein, we have made no independent
investigation regarding any of the foregoing documents or the representations contained therein.
c) Our opinion delivered pursuant to Section 3 above is subject to the effect of any
applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other
laws affecting creditors’ rights generally and to the effect of general principles of equity, including
without limitation) remedies of specific performance and injunctive relief and concepts of
materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a
proceeding in equity or at law).
d) Except for the Material Documents, we have not reviewed, and express no opinion
as to, any other contracts or agreements to which the Developer is a party or by which the
Developer is or may be bound.
e) The opinions expressed herein are based upon and limited to the applicable laws of
the State of Texas and the laws of the United States of America, excluding the principles of
conflicts of laws thereof, as in effect as of the date hereof, and our knowledge of the facts relevant
to such opinions on such date. In this regard, we note that we are members of the Bar of the State
of Texas, we do not express any opinion herein as to matters governed by the laws of any other
jurisdiction, except the United States of America, we do not purport to be experts in any other laws
and we can accept no responsibility for the applicability or effect of any such laws. In addition,
we assume no obligation to supplement the opinions expressed herein if any applicable laws
D-6
change after the date hereof, or if we become aware of any facts or circumstances that affect the
opinions expressed herein.
f) This letter is strictly limited to the matters expressly set forth herein and no
statements or opinions should be inferred beyond such matters.
g) Notwithstanding anything contained herein to the contrary, we express no opinion
whatsoever concerning the status of title to any real or personal property.
h) The opinions expressed herein regarding the enforceability of the Material
Documents are subject to the qualification that certain of the remedial, waiver or other provisions
thereof may not be enforceable; but such unenforceability will not, in our judgment, render the
Material Documents invalid as a whole or substantially interfere with the practical realization of
the principal legal benefits provided in the Material Documents, except to the extent of any
economic consequences of any procedural delays which may result therefrom.
i) The opinion expressed herein as to the enforceability of the Material Documents is
specifically subject to the qualification that enforceability of the Material Documents is limited by
the following: (i) the rights of the United States under the Federal Tax Lien Act of 1966, as
amended; (ii) principles of equity, public policy and unconscionability which may limit the
availability of certain remedies; (iii) bankruptcy, insolvency, reorganization, fraudulent
conveyance, liquidation, probate, conservatorship and other laws applicable to creditors’ rights or
the collection of debtors’ obligations generally; and (iv) requirements of due process under the
United States Constitution, the Constitution of the State of Texas and other laws or court decisions
limiting the rights of creditors to repossess, foreclose or otherwise realize upon the property of a
debtor without appropriate notice or hearing or both.
j) We express no opinion as to whether a court would grant specific performance or
any other equitable remedy with respect to the enforcement of the Material Documents.
k) We express no opinion as to the validity, binding effect, or enforceability of: (i)
provisions which purport to waive rights or notices, including rights to trial by jury, counterclaims
or defenses, jurisdiction or venue; (ii) provisions relating to consent judgments, waivers of
defenses or the benefits of statutes of limitations, marshaling of assets, the transferability of any
assets which by their nature are nontransferable, sales in inverse order of alienation, or severance;
iii) provisions purporting to waive the benefits of present or of future laws relating to exemptions,
appraisement, valuation, stay of execution, redemption, extension of time for payment, setoff and
similar debtor protection laws; or (iv) provisions requiring a party to pay fees and expenses
regardless of the circumstances giving rise to such fees or expenses or the reasonableness thereof.
l) The opinions expressed herein are subject to the effect of generally applicable rules
of law that provide that forum selection clauses in contracts are not necessarily binding on the
court(s) in the forum selected.
m) We express no opinion as to the enforceability of any provisions in the Material
Documents purporting to entitle a party to indemnification in respect of any matters arising in
whole or in part by reason of any negligent, illegal or wrongful act or omission of such party.
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This opinion is furnished to those parties addressed in this letter solely in connection with
the transactions, for the purposes and on the terms described above and may not be relied upon for
any other purpose or by any other person in any manner or for any purpose.
Very truly yours,
Boghetich Law, PLLC
By: __________________________
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APPENDIX E
CLOSING CERTIFICATE OF DEVELOPER
MM Anna 325, LLC, a Texas limited liability company (the “Developer”) DOES HEREBY
CERTIFY the following as of the date hereof. All capitalized terms not otherwise defined herein
shall have the meaning given to such term in the Limited Offering Memorandum.
1. The Developer is a limited liability company organized, validly existing and in
good standing under the laws of the State of Texas.
2. Representatives of the Developer have provided information to the City of Anna,
Texas (the “City”) and FMSbonds, Inc. (the “Underwriter”) to be used in connection with the
offering by the City of its $10,016,000 aggregate principal amount of Special Assessment Revenue
Bonds, Series 2026 (Sherley Tract Public Improvement District No. 2 Improvement Areas #2-4
Projects) (the “Bonds”), pursuant to the City’s Preliminary Limited Offering Memorandum, dated
May 13, 2026, and Limited Offering Memorandum dated May 26, 2026 (together, the “Limited
Offering Memorandum”).
3. The Developer has delivered to the Underwriter and the City true, correct, complete
and fully executed copies of the Developer’s organizational documents, and such documents have
not been amended or supplemented and are in full force and effect as of the date hereof.
4. The Developer has delivered to the Underwriter and the City a (i) Certificate of
Status from the Texas Secretary of State and (ii) verification of franchise tax account status from
the Texas Comptroller of Public Accounts for the Developer.
5. The Developer has executed or caused the execution of, and delivered each of the
below listed documents (individually, a “Developer Document” and collectively, the “Developer
Documents”) in the capacity provided for in each such Developer Document, and each such
Developer Document constitutes a valid and binding obligation of the Developer, enforceable
against the Developer in accordance with its terms:
a) that certain Developer Letter of Representations;
b) that certain Development Agreement; and
c) that certain Continuing Disclosure Agreement of the Developer; and
d) that certain Reimbursement Agreement.
6. The Developer has complied in all material respects with all of the Developer’s
agreements and covenants and satisfied all conditions required to be complied with or satisfied by
the Developer under the Developer Documents on or prior to the date hereof.
7. The representations and warranties of the Developer contained in the Developer
Documents are true and correct in all material respects as if made on the date thereof.
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8. The execution and delivery of the Developer Documents by Developer does not
violate any judgment, order, writ, injunction or decree binding on the Developer or any indenture,
agreement, or other instrument to which Developer is a party. To the Developer’s knowledge, after
due inquiry, there are no proceedings pending or threatened in writing before any court or
administrative agency against the Developer that is either not covered by insurance or which
singularly or collectively would have a material, adverse effect on the ability of the Developer to
perform its obligations under the Developer Documents in all material respects or that would
reasonably be expected to prevent or prohibit the development of the Development in accordance
with the description thereof in the Limited Offering Memorandum.
9. The Developer has reviewed and approved the information contained in the
Limited Offering Memorandum in the maps included therein and under the captions “PLAN OF
FINANCE” (excluding the subcaptions “– The Bonds” and “– Prior Bonds), THE
IMPROVEMENT AREAS #2-4 IMPROVEMENTS,” “THE DEVELOPMENT,” “THE
DEVELOPER,” “BONDHOLDERS’ RISKS” (only as it pertains to the Developer, the
Improvement Areas #2-4 Improvements and the Development), “LEGAL MATTERS — Litigation
The Developer,” “CONTINUING DISCLOSURE – The Developer’s Compliance with Prior
Undertakings,” “SOURCES OF INFORMATION – Source of Certain Information,” “APPENDIX
D-2,” “APPENDIX F” and “APPENDIX G” and certifies that the same does not contain any untrue
statement of a material fact or omit to state any material fact necessary in order to make the
statements made therein, in the light of the circumstances under which they are made, not
misleading respecting such Developer and the portion of the Development owned by such
Developer, provided, however, that the foregoing certification is not a certification as to the
accuracy, completeness or fairness of any of the other statements contained in the Limited Offering
Memorandum.
10. The Developer is in compliance in all material respects with all provisions of
applicable law in all material respects relating to the Developer in connection with the
Development. Except as otherwise described in the Limited Offering Memorandum: (a) there is
no default of any zoning condition, land use permit or development agreement binding upon the
Developer or any portion of the Development that would materially and adversely affect the
Developer’s ability to complete or cause to be completed the development of such portion of the
Development as described in the Limited Offering Memorandum; and (b) we have no reason to
believe that any additional permits, consents and licenses required to complete the Development
as and in the manner described in the Limited Offering Memorandum will not be reasonably
obtainable in due course.
11. The Developer is not insolvent and has not made an assignment for the benefit of
creditors, filed or consented to a petition in bankruptcy, petitioned or applied (or consented to any
third party petition or application) to any tribunal for the appointment of a custodian, receiver or
any trustee or commenced any proceeding under any bankruptcy, reorganization, arrangement,
readjustment of debt, dissolution or liquidation law or statute of any jurisdiction.
12. The levy of the Assessments (as defined in the Limited Offering Memorandum) on
property in Improvement Areas #2-4 of the District owned by Developer will not conflict with or
constitute a breach of or default under any agreement, indenture or other instrument to which the
Developer is a party or to which the Developer or any of its property or assets is subject.
E-3
13. The Developer is not in default under any mortgage, trust indenture, lease or other
instrument to which it or any of its assets is subject, which default would have a material and
adverse effect on the Bonds or the development of the Development.
14. The Developer has no knowledge of any physical condition of the Development
owned or to be developed by the Developer that currently requires, or currently is reasonably
expected to require in the process of development investigation or remediation under any
applicable federal, state or local governmental laws or regulations relating to the environment in
any material and adverse respect.
15. The Developer has not assigned any of its rights under the Reimbursement
Agreement to an out-of-state entity.
16. None of the real property located within the District has been removed from the
extraterritorial jurisdiction of the City pursuant to Chapter 42, Subchapter D, of the Texas Local
Government Code, as amended.
Dated: June 23, 2026
Signature page to follow]
E-1
DEVELOPER:
MM ANNA 325, LLC,
a Texas limited liability company
By: MMM Ventures, LLC,
a Texas limited liability company
Its Manager
By: 2M Ventures, LLC,
a Delaware limited liability company
Its Manager
By: ______________________________
Name: Mehrdad Moayedi
Its Manager
Signature page of Closing Certificate of Developer]
F-1
APPENDIX F
LETTERHEAD OF INTEGRA REALTY RESOURCES]
June 23, 2026
City of Anna, Texas
120 W. 7th Street
Anna, Texas 75409
FMSbonds, Inc.
5 Cowboys Way, Suite 300-25
Frisco, Texas 75034
McCall, Parkhurst & Horton L.L.P
717 North Harwood, Suite 900
Dallas, Texas 75201
Regions Bank
3773 Richmond Avenue, Suite 1100
Dallas, Texas 75248
Greenberg Traurig, LLP
2021 McKinney Avenue, Suite 2000
Dallas, Texas 75201
Re: City of Anna, Texas, Special Assessment Revenue Bonds, Series 2026 (Sherley
Tract Public Improvement District No. 2 Improvement Areas #2-4 Projects) (the
Bonds”)
Ladies and Gentlemen:
The undersigned, ________________, appraiser of the property contained in Improvement
Areas #2-4 of the Sherley Tract Public Improvement District No. 2 (the “District”), does hereby
represent the following:
1. On behalf of Integra Realty Resources – Dallas, I have supplied certain information
contained in the Preliminary Limited Offering Memorandum for the Bonds, dated May 13, 2026,
and the Limited Offering Memorandum for the Bonds, dated on or about May 26, 2026 (together,
the “Limited Offering Memorandum”), relating to the issuance of the Bonds by the City of Anna,
Texas, as described above. The information I have provided is the real estate appraisal of the
property in Improvement Areas #2-4 of the District, located in APPENDIX E to the Limited
Offering Memorandum, and the description thereof, set forth under the caption “APPRAISAL —
The Appraisal”.
2. To the best of my professional knowledge and belief, as of the date of my appraisal
report, the portion of the Limited Offering Memorandum described above does not contain an
untrue statement of a material fact as to the information and data set forth therein, and does not
omit to state a material fact necessary to make the statements made therein, in the light of the
circumstances under which they were made, not misleading.
3. I agree to the inclusion of the Appraisal in the Limited Offering Memorandum and
the use of the name of my firm in the Limited Offering Memorandum for the Bonds.
4. I agree that, to the best of my ability, I will inform you immediately should I learn
of any event(s) or information of which you are not aware subsequent to the date of this letter and
F-2
prior to the actual time of delivery of the Bonds (anticipated to occur on or about June 23, 2026)
which would render any such information in the Limited Offering Memorandum untrue,
incomplete, or incorrect, in any material fact or render any statement in the appraisal materially
misleading.
5. The undersigned hereby represents that he has been duly authorized to execute this
letter of representations.
Sincerely yours,
INTEGRA REALTY RESOURCES -
DALLAS
B :
Its:
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APPENDIX G
LETTERHEAD OF ADMINISTRATOR]
June 23, 2026
City of Anna, Texas
120 W. 7th Street
Anna, Texas 75409
FMSbonds, Inc.
5 Cowboys Way, Suite 300-25
Frisco, Texas 75034
McCall, Parkhurst & Horton L.L.P
717 North Harwood, Suite 900
Dallas, Texas 75201
Regions Bank
3773 Richmond Avenue, Suite 1100
Dallas, Texas 75248
Greenberg Traurig, LLP
2021 McKinney Avenue, Suite 2000
Dallas, Texas 75201
Re: City of Anna, Texas, Special Assessment Revenue Bonds, Series 2026 (Sherley
Tract Public Improvement District No. 2 Improvement Areas #2-4 Projects) (the
Bonds”)
Ladies and Gentlemen:
The undersigned, an authorized representative of P3Works, LLC (“P3Works”), consultant
in connection with the creation by the City of Anna, Texas (the “City”), of the Sherley Tract Public
Improvement District No. 2 (the “District”), does hereby represent the following:
1. P3Works has supplied certain information contained in the Preliminary Limited
Offering Memorandum, dated May 13, 2026 (the “Preliminary Limited Offering Memorandum”),
and the final Limited Offering Memorandum, dated on or about May 26, 2026 (together with the
Preliminary Limited Offering Memorandum, the “Limited Offering Memorandum”), both in
connection with the Bonds, relating to the issuance of the Bonds by the City, as described above.
The information P3Works provided for the Preliminary Limited Offering Memorandum and the
Limited Offering Memorandum is located (a) under the captions “ASSESSMENT PROCEDURES
Assessment Methodology” and “— Assessment Amounts,” “ASSESSMENT AND
COLLECTION DATA FOR THE DISTRICT,” and “THE ADMINISTRATOR,” and (b) in the
Service and Assessment Plan (the “SAP”) for the City located in APPENDIX B to the Limited
Offering Memorandum.
2. To our professional knowledge and belief, the portions of the Limited Offering
Memorandum described above do not contain an untrue statement of a material fact as to the
information and data set forth therein, and do not omit to state a material fact necessary to make
the statements made therein, in the light of the circumstances under which they were made, not
misleading.
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3. We agree to the inclusion of the SAP in the Preliminary Limited Offering
Memorandum and the Limited Offering Memorandum and to the use of the name of our firm in
the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum for the
Bonds.
4. We agree that, to the best of our ability, we will inform you immediately should we
learn of any event(s) or information of which you are not aware subsequent to the date of this letter
and prior to the actual time of delivery of the Bonds (anticipated to occur on or about June 23,
2026) which would render any such information in the Limited Offering Memorandum untrue,
incomplete, or incorrect, in any material fact or render any such information materially misleading.
5. The undersigned hereby represents that he or she has been duly authorized to
execute this letter of representation.
Sincerely yours,
P3WORKS, LLC
B :
Its:
718055159v3
CITY OF ANNA, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2026
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
IMPROVEMENT AREAS #2-4 PROJECT)
CONTINUING DISCLOSURE AGREEMENT OF ISSUER
This Continuing Disclosure Agreement of Issuer, dated as of June 1, 2026 (this “Disclosure
Agreement”), is executed and delivered by and among the City of Anna, Texas (the “Issuer”), P3Works,
LLC (the “Administrator”), and Regions Bank, an Alabama state banking corporation, acting solely in
its capacity as dissemination agent (the “Dissemination Agent”), with respect to the Issuer’s “Special
Assessment Revenue Bonds, Series 2026 (Sherley Tract Public Improvement District No. 2
Improvement Areas #2-4 Project)” (the “Bonds”). The Issuer, the Administrator, and the Dissemination
Agent covenant and agree as follows:
SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being
executed and delivered by the Issuer, the Administrator, and the Dissemination Agent for the benefit of
the Owners (defined below) and beneficial owners of the Bonds. Unless and until a different filing
location is designated by the MSRB (defined below) or the SEC (defined below), all filings made by the
Dissemination Agent pursuant to this Disclosure Agreement shall be filed with the MSRB through
EMMA (defined below).
SECTION 2. Definitions. In addition to the definitions set forth above and in the Indenture
of Trust dated as of June 1, 2026, relating to the Bonds (the “Indenture”), which apply to any capitalized
term used in this Disclosure Agreement, including the Exhibits hereto, the following capitalized terms
shall have the following meanings:
Administrator” shall have the meaning assigned to such term in the Indenture. The initial
Administrator is P3Works, LLC.
Annual Collection Costs” shall have the meaning assigned to such term in the Indenture.
Annual Collections Report” shall mean any Annual Collections Report provided by the Issuer
pursuant to, and as described in, Section 5 of this Disclosure Agreement.
Annual Collections Report Filing Date” shall mean, for each Fiscal Year succeeding the
reporting Fiscal Year, the date that is three (3) months after the Final Assessment Payment Date, which
Annual Collections Report Filing Date is currently April 30.
Annual Financial Information” shall mean annual financial information as such term is used in
paragraph (b)(5)(i) of the Rule and specified in subsection 4(a) of this Disclosure Agreement.
Annual Financial Statements” shall mean audited or unaudited financial statements of the Issuer
prepared in accordance with generally accepted accounting principles for governmental units as
prescribed by the Government Accounting Standards Board from time to time, or such other accounting
principles as the Issuer may be required to employ from time to time pursuant to state law or regulation.
2
Annual Financials Filing Date” shall mean, for each Fiscal Year, the date on which the Annual
Financial Statements must be filed with the MSRB, which date is twelve (12) months after the end of the
Issuer’s Fiscal Year. The Annual Financials Filing Date is currently September 30.
Annual Information Filing Date” shall mean, for each Fiscal Year, the date on which the Annual
Financial Information must be filed with the MSRB, which date is six (6) months after the end of the
Issuer’s Fiscal Year. The Annual Information Filing Date is currently March 31.
Annual Installment” shall have the meaning assigned to such term in the Indenture.
Annual Service Plan Update” shall have the meaning assigned to such term in the Indenture.
Assessments” shall mean, collectively, the Improvement Area #2 Assessment, the
Improvement Area #3 Assessment and the Improvement Area #4 Assessment.
Business Day” shall have the meaning assigned to such term in the Indenture.
Collections Reporting Date” shall mean, for each Tax Year, the date that is one (1) month after
the Delinquency Date, which Collections Reporting Date is currently March 1.
Delinquency Date” shall mean February 1 of the year following the year in which the
Assessments were billed or as may be otherwise defined in Section 31.02 of the Texas Tax Code, as
amended.
Developer” shall mean MM Anna 325, LLC, a Texas limited liability company.
Disclosure Agreement of Developer” shall mean the Continuing Disclosure Agreement of
Developer relating to the Bonds, dated as of June 1, 2026, executed and delivered by the Developer, the
Administrator, and the Dissemination Agent.
Disclosure Representative” shall mean the Finance Director of the Issuer or his or her designee
or such other officer or employee as the Issuer may designate in writing to the Dissemination Agent
from time to time.
Dissemination Agent” shall mean Regions Bank, an Alabama state banking corporation, acting
solely in its capacity as dissemination agent, or any successor Dissemination Agent designated in writing
by the Issuer and which has filed with the Trustee a written acceptance of such designation.
District” shall mean Sherley Tract Public Improvement District No. 2.
EMMA” shall mean the Electronic Municipal Market Access system currently available on the
internet at http://emma.msrb.org.
Filing Date” means, collectively, an Annual Financials Filing Date, an Annual Information
Filing Date and an Annual Collections Report Filing Date, or, individually, as the context requires, an
Annual Financials Filing Date, an Annual Information Filing Date or an Annual Collections Report
Filing Date.
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Final Assessment Payment Date” shall mean the calendar day preceding the Delinquency Date.
Financial Obligation” shall mean a (a) debt obligation; (b) derivative instrument entered into in
connection with, or pledged as security or a source of payment for, an existing or planned debt
obligation; or (c) guarantee of a debt obligation or any such derivative instrument; provided that
financial obligation” shall not include municipal securities (as defined in the Securities Exchange Act
of 1934, as amended) as to which a final official statement (as defined in the Rule) has been provided to
the MSRB consistent with the Rule.
Fiscal Year” shall mean the Issuer’s fiscal year, currently the twelve-month period from
October 1 through September 30.
Improvement Area #2” shall have the meaning assigned to such term in the Indenture.
Improvement Area #2 Assessment” shall have the meaning assigned to such term in the
Indenture.
Improvement Area #3” shall have the meaning assigned to such term in the Indenture.
Improvement Area #3 Assessment” shall have the meaning assigned to such term in the
Indenture.
Improvement Area #4” shall have the meaning assigned to such term in the Indenture.
Improvement Area #4 Assessment” shall have the meaning assigned to such term in the
Indenture.
Improvement Areas #2-4” shall mean, collectively, Improvement Area #2, Improvement Area
3 and Improvement Area #4.
Listed Events” shall mean any of the events listed in subsection 6(a) of this Disclosure
Agreement.
MSRB” shall mean the Municipal Securities Rulemaking Board or any other entity designated
or authorized by the SEC to receive continuing disclosure reports pursuant to the Rule.
Outstanding” shall have the meaning assigned to such term in the Indenture.
Owner” shall have the meaning assigned to such term in the Indenture.
Participating Underwriter” shall mean FMSbonds, Inc., and its successors and assigns.
PID Act” means Chapter 372, Texas Local Government Code, as amended.
Prepayment” shall mean the payment of all or a portion of an Assessment before the due date
thereof.
Rule” shall mean Rule 15c2-12 adopted by the SEC under the Securities Exchange Act of 1934,
as the same may be amended from time to time.
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SEC” shall mean the United States Securities and Exchange Commission.
Service and Assessment Plan” shall have the meaning assigned to such term in the Indenture.
Tax Year” means the calendar year, or as may be otherwise defined in Section 1.04 of the Texas
Tax Code, as amended.
Trust Estate” shall have the meaning assigned to such term in the Indenture.
Trustee” shall have the meaning assigned to such term in the Indenture.
SECTION 3. Provision of Annual Financial Information and Audited Financial Statements.
a) For each Fiscal Year, commencing with the Fiscal Year ending September 30, 2026, the
Issuer shall cause, pursuant to written direction, and hereby directs the Dissemination Agent to provide
or cause to be provided to the MSRB, in the electronic or other format required by the MSRB, the Annual
Financial Information and the Annual Financial Statements.
i) The Issuer shall provide or caused to be provided the Annual Financial
Information to the MSRB not later than the Annual Information Filing Date; and
ii) The Issuer shall provide or caused to be provided audited Annual Financial
Statements to the MSRB not later than the Annual Financials Filing Date, or if audited Annual
Financial Statements are not available by the Annual Financials Filing Date, unaudited Annual
Financial Statements, provided to the Dissemination Agent which is consistent with the
requirements specified in Section 4 of this Disclosure Agreement.
In each case, the Annual Financial Information and Annual Financial Statements may include by
reference other information as provided in Section 4 of this Disclosure Agreement. If the Issuer’s Fiscal
Year changes, it shall file notice of such change (including the date of the new Fiscal Year) with the
MSRB prior to the next Annual Information Filing Date. All documents provided to the MSRB shall be
accompanied by identifying information as prescribed by the MSRB.
b) Not later than ten (10) days prior to the applicable Filing Date, the Issuer shall provide
the Annual Financial Information or Annual Financial Statements, as applicable, to the Dissemination
Agent together with written direction to file such Annual Financial Information or Annual Financial
Statements with the MSRB. The Dissemination Agent shall provide such Annual Financial Information
or Annual Financial Statements to the MSRB not later than ten (10) days from receipt of such Annual
Financial Information or Annual Financial Statements from the Issuer, but in no event later than the
applicable Filing Date for such Fiscal Year.
If by the fifth (5th) day before the applicable Filing Date, the Dissemination Agent has not
received a copy of the Annual Financial Information or Annual Financial Statements, as applicable, the
Dissemination Agent shall contact the Disclosure Representative in writing (which may be by e-mail) to
remind the Issuer of its undertaking to provide the applicable Annual Financial Information or Annual
Financial Statements pursuant to subsection (a). Upon such reminder, the Disclosure Representative
shall either (i) provide the Dissemination Agent with an electronic copy of the Annual Financial
Information or Annual Financial Statements, as applicable, no later than two (2) Business Days prior to
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the applicable Filing Date; or (ii) instruct the Dissemination Agent in writing that the Issuer will not be
able to provide the Annual Financial Information by the Annual Information Filing Date or the Annual
Financial Statements by the Annual Financials Filing Date, as applicable, state the date by which the
Annual Financial Information or Annual Financial Statements for such year will be provided and instruct
the Dissemination Agent in writing to immediately send a notice to the MSRB in substantially the form
attached as Exhibit A; provided, however, that in the event the Disclosure Representative is required to
act under either (i) or (ii) described above, the Dissemination Agent still must file the Annual Financial
Information, Annual Financial Statements or the notice of failure to file, as applicable, to the MSRB, no
later than the applicable Filing Date; provided further, however, that in the event the Disclosure
Representative fails to act under either (i) or (ii) described above, the Dissemination Agent shall file a
notice of failure to file no later than the applicable Filing Date.
c) The Dissemination Agent, pursuant to written direction, shall:
i) determine the filing address or other filing location of the MSRB each year prior
to filing the Annual Financial Information and the Annual Financial Statements on the dates
required in subsection (a);
ii) on behalf of the Issuer, file the Annual Financial Information and the Annual
Financial Statements containing or incorporating by reference the information set forth in Section
4 hereof; and
iii) if the Issuer has provided the Dissemination Agent with the completed Annual
Financial Information and the Annual Financial Statements, as applicable, and the Dissemination
Agent has filed such Annual Financial Information or Annual Financial Statements with the
MSRB, then the Dissemination Agent shall provide written confirmation to the Issuer stating that
the Annual Financial Information or Annual Financial Statements has been provided pursuant to
this Disclosure Agreement, stating the date it was provided and that it was filed with the MSRB.
SECTION 4. Content of Annual Financial Information and Annual Financial Statements.
a) Annual Financial Information. The Annual Financial Information for the Bonds shall
contain or incorporate by reference, and the Issuer agrees to provide or cause to be provided to the
Dissemination Agent to file by the Annual Information Filing Date, the following Annual Financial
Information (any or all of which may be unaudited):
i) Tables setting forth the following information, as of the end of such Fiscal Year:
A) For the Bonds, the maturity date(s), the interest rate(s), the original
aggregate principal amount(s), the principal amount(s) remaining Outstanding, and the
total interest amount due on the aggregate principal amount Outstanding;
B) The amounts in the funds and accounts securing the Bonds and a
description of the related investments; and
C) The assets and liabilities of the Trust Estate;
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ii) Financial information and operating data with respect to the Issuer of the general
type and in substantially similar form to that shown in the tables provided under Section 4(a)(ii)
of Exhibit B attached hereto. Such information shall be provided as of the end of the Fiscal Year
to which the information being reported relates;
iii) Any updates to the Service and Assessment Plan, including the Annual Service
Plan Update; and
iv) A description of any amendment to this Disclosure Agreement and a copy of any
restatements to the Issuer’s audited financial statements during such Fiscal Year.
b) Annual Financial Statements. The Issuer agrees to provide or cause to be provided to the
Dissemination Agent to file by the Annual Financials Filing Date the audited Annual Financial
Statements of the Issuer for the most recently ended Fiscal Year, prepared in accordance with generally
accepted accounting principles applicable from time to time to the Issuer. If the audited Annual Financial
Statements of the Issuer are not available by the Annual Financials Filing Date, the Issuer shall provide
unaudited Annual Financial Statements of the Issuer no later than the Annual Financials Filing Date and
audited Annual Financial Statements when and if available.
c) See Exhibit B hereto for a form for submitting the information set forth in subsection 4(a)
above. The Issuer has designated P3Works, LLC as the initial Administrator. The Administrator, and if
no Administrator is designated, Issuer’s staff, shall prepare the Annual Financial Information. In all
cases, the Issuer shall have the sole responsibility for the content, design and other elements comprising
substantive contents of the Annual Financial Information under this Section 4.
Any or all of the items listed above may be included by specific reference to other documents,
including disclosure documents of debt issues of the Issuer, which have been submitted to and are
publicly accessible from the MSRB. If the document included by reference is a final offering document,
it must be available from the MSRB. The Issuer shall clearly identify each such other document so
included by reference. The Dissemination Agent has no duty or obligation to determine whether or not
the information contained in any completed forms containing financial information and operating data
as shown in Exhibit B provided to it has been accurately completed and shall only be required to file the
forms as completed and provided to it by either the Administrator or the Issuer.
SECTION 5. Annual Collections Report.
a) For each Fiscal Year succeeding the reporting Fiscal Year, the Issuer shall cause, pursuant
to written direction, and hereby directs the Dissemination Agent to provide or cause to be provided to
the MSRB, in the electronic or other format required by the MSRB, not later than the Annual Collections
Report Filing Date, an Annual Collections Report provided to the Dissemination Agent which complies
with the requirements specified in this Section 5; provided that the Issuer may provide the Annual
Collections Report as part of the Annual Financial Information, if such Annual Collections Report is
available when the Annual Financial Information is provided to the MSRB. All documents provided to
the MSRB shall be accompanied by identifying information as prescribed by the MSRB.
Not later than ten (10) days prior to the Annual Collections Report Filing Date, the Issuer shall
provide the Annual Collections Report to the Dissemination Agent together with written direction to file
such Annual Collections Report with the MSRB. The Dissemination Agent shall provide such Annual
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Collections Report to the MSRB not later than ten (10) days from the date of receipt of such Annual
Collections Report from the Issuer, but in no event later than the Annual Collections Report Filing Date.
If by the fifth (5th) day before the Annual Collections Report Filing Date, the Dissemination
Agent has not received a copy of the Annual Collections Report, the Dissemination Agent shall contact
the Disclosure Representative in writing (which may be by e-mail) to remind the Issuer of its undertaking
to provide the applicable Annual Collections Report pursuant to this subsection 5(a). Upon such
reminder, the Disclosure Representative shall either (i) provide the Dissemination Agent with an
electronic copy of the Annual Collections Report no later than two (2) Business Days prior to the Annual
Collections Report Filing Date; or (ii) instruct the Dissemination Agent in writing that the Issuer will
not be able to provide the Annual Collections Report by the Annual Collections Report Filing Date, state
the date by which the Annual Collections Report for such year will be provided and instruct the
Dissemination Agent to immediately send a notice to the MSRB in substantially the form attached as
Exhibit A; provided, however, that in the event the Disclosure Representative is required to act under
either (i) or (ii) described above, the Dissemination Agent still must file the Annual Collections Report
or the notice of failure to file, as applicable, to the MSRB, no later than the Annual Collections Report
Filing Date; provided further, however, that in the event the Disclosure Representative fails to act under
either (i) or (ii) described above, the Dissemination Agent shall file a notice of failure to file no later
than on the last Business Day prior to the Annual Collections Report Filing Date; or the Issuer will notify
the Dissemination Agent in writing that the Issuer will provide or cause to be provided the Annual
Collections Report to the MSRB through alternate means. If the Issuer so notifies the Dissemination
Agent, the Issuer will provide the Dissemination Agent with a written report certifying that the Annual
Collections Report has been provided to the MSRB pursuant to this Disclosure Agreement, and stating
the date it was provided and that it was filed with the MSRB prior to the second (2nd) Business Day
prior to the Annual Collections Report Filing Date. In the event the Issuer fails to provide the
Dissemination Agent with such a report, the Dissemination Agent shall file a notice of failure to file no
later than the applicable Annual Collections Report Filing Date.
b) The Annual Collections Report for the Bonds shall contain, and the Issuer agrees to
provide or cause to be provided to the Dissemination Agent to file by the Annual Collections Report
Filing Date, certain financial information and operating data with respect to collection of the
Assessments of the general type and in substantially similar form to that shown in the tables provided in
Exhibit C attached hereto. Such information shall cover the period beginning on the first (1st) day of the
Fiscal Year succeeding the reporting Fiscal Year through the Collections Reporting Date. If the State
Legislature amends the definition of Delinquency Date or Tax Year, the Issuer shall file notice of such
change or changes with the MSRB prior to the next Annual Collections Report Filing Date. The
Administrator, and if no Administrator is designated, Issuer’s staff, shall prepare the Annual Collections
Report. In all cases, the Issuer shall have the sole responsibility for the content, design, and other
elements comprising substantive contents of the Annual Collections Report under this Section 5.
SECTION 6. Reporting of Significant Events.
a) Pursuant to the provisions of this Section 6, each of the following is a Listed Event with
respect to the Bonds:
1. Principal and interest payment delinquencies.
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2. Non-payment related defaults, if material.
3. Unscheduled draws on debt service reserves reflecting financial difficulties.
4. Unscheduled draws on credit enhancements reflecting financial difficulties.
5. Substitution of credit or liquidity providers, or their failure to perform.
6. Adverse tax opinions, the issuance by the IRS of proposed or final determinations of
taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or
determinations with respect to the tax status of the Bonds, or other material events affecting the
tax status of the Bonds.
7. Modifications to rights of Owners, if material.
8. Bond calls, if material, and tender offers.
9. Defeasances.
10. Release, substitution, or sale of property securing repayment of the Bonds, if material.
11. Rating changes.
12. Bankruptcy, insolvency, receivership or similar event of the Issuer.
13. The consummation of a merger, consolidation, or acquisition of the Issuer, or the sale
of all or substantially all of the assets of the Issuer, other than in the ordinary course of business,
the entry into a definitive agreement to undertake such an action or the termination of a definitive
agreement relating to any such actions, other than pursuant to its terms, if material.
14. Appointment of a successor or additional trustee under the Indenture or the change of
name of a trustee, if material.
15. Incurrence of a Financial Obligation of the Issuer, if material, or agreement to
covenants, events of default, remedies, priority rights, or other similar terms of a Financial
Obligation of the Issuer, any of which affect security holders, if material.
16. Default, event of acceleration, termination event, modification of terms, or other
similar events under the terms of a Financial Obligation of the Issuer, any of which reflect
financial difficulties.
Any sale by the Developer of real property within Improvement Areas #2-4 will not constitute a
Listed Event for the purposes of paragraph (10) above.
For these purposes, any event described in paragraph (12) above is considered to occur when any
of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the Issuer in a
proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal
law in which a court or governmental authority has assumed jurisdiction over substantially all of the
assets or business of the Issuer, or if such jurisdiction has been assumed by leaving the existing governing
9
body and officials or officers in possession but subject to the supervision and orders of a court or
governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or
liquidation by a court or governmental authority having supervision or jurisdiction over substantially all
of the assets or business of the Issuer.
The Issuer intends the words used in paragraphs (15) and (16) above and the definition of
Financial Obligation to have the same meanings as when they are used in the Rule, as evidenced by SEC
Release No. 34-83885, dated August 20, 2018.
Upon the occurrence of a Listed Event, the Issuer shall promptly notify the Dissemination Agent
in writing and the Issuer shall direct the Dissemination Agent in writing to immediately file a notice of
such occurrence with the MSRB. The Dissemination Agent shall file such notice no later than the
Business Day immediately following the day on which it receives written notice of such occurrence from
the Issuer. Any such notice is required to be filed within ten (10) Business Days of the occurrence of
such Listed Event; provided, however, the failure of the Issuer to provide timely written notice to the
Dissemination Agent in accordance with this paragraph shall not constitute a failure of the Dissemination
Agent to comply with the MSRB’s ten (10) Business Day filing requirement.
Any notice under the preceding paragraphs shall be accompanied with the text of the disclosure
that the Issuer desires to make, the written direction of the Issuer for the Dissemination Agent to
disseminate such information as provided herein, and the date the Issuer desires for the Dissemination
Agent to disseminate the information.
In all cases, the Issuer shall have the sole responsibility for the content, design and other elements
comprising substantive contents of all disclosures made under this Section 6. In addition, the Issuer shall
have the sole responsibility to ensure that any notice required to be filed under this Section 6 is filed
within ten (10) Business Days of the occurrence of the Listed Event.
b) The Dissemination Agent shall, promptly, and not more than five (5) Business Days after
obtaining actual knowledge of the occurrence of any Listed Event with respect to the Bonds, notify the
Disclosure Representative in writing of such Listed Event. The Dissemination Agent shall not be
required to file a notice of the occurrence of such Listed Event with the MSRB unless and until it receives
written instructions from the Disclosure Representative to do so. If the Dissemination Agent has been
instructed in writing by the Disclosure Representative on behalf of the Issuer to report the occurrence of
a Listed Event under this subsection (b), the Dissemination Agent shall file a notice of such occurrence
with the MSRB no later than two (2) Business Days following the day on which it receives such written
instructions. It is agreed and understood that the duty to make or cause to be made the disclosures herein
is that of the Issuer and not that of the Trustee or the Dissemination Agent. It is agreed and understood
that the Dissemination Agent has agreed to give the foregoing notice to the Issuer as an accommodation
to assist it in monitoring the occurrence of such event, but is under no obligation to investigate whether
any such event has occurred. As used above, “actual knowledge” means the actual fact or statement of
knowing, without a duty to make any investigation with respect thereto. In no event shall the
Dissemination Agent be liable in damages or in tort to the Issuer, the Participating Underwriter, the
Trustee, or any Owner or beneficial owner of any interests in the Bonds, or any other party as a result of
its failure to give the foregoing notice or to give such notice in a timely fashion.
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c) If in response to a notice from the Dissemination Agent under subsection (b), the Issuer
determines that the Listed Event under number 2, 7, 8 (as to bond calls only), 10, 13, 14, or 15 of
subparagraph (a) above is not material under applicable federal securities laws, the Issuer shall promptly,
but in no case more than five (5) Business Days after the occurrence of the Listed Event, notify the
Dissemination Agent and the Trustee (if the Dissemination Agent is not the Trustee) in writing and
instruct the Dissemination Agent not to report the occurrence pursuant to subsection (b).
SECTION 7. Termination of Reporting Obligations. The obligations of the Issuer, the
Administrator, and the Dissemination Agent under this Disclosure Agreement shall terminate upon the
legal defeasance, prior redemption or payment in full of all of the Bonds, when the Issuer is no longer
an obligated person with respect to the Bonds, or upon delivery by the Disclosure Representative to the
Dissemination Agent and the Administrator of an opinion of nationally recognized bond counsel to the
effect that continuing disclosure is no longer required. So long as any of the Bonds remain Outstanding,
the Administrator and the Dissemination Agent may assume that the Issuer is an obligated person with
respect to the Bonds until they receive written notice from the Disclosure Representative stating that the
Issuer is no longer an obligated person with respect to the Bonds, and the Dissemination Agent and the
Administrator may conclusively rely upon such written notice with no duty to make investigation or
inquiry into any statements contained or matters referred to in such written notice. If such termination
occurs prior to the final maturity of the Bonds, the Issuer shall give notice of such termination in the
same manner as for a Listed Event with respect to the Bonds under Section 6(a).
SECTION 8. Dissemination Agent. The Issuer may, from time to time, appoint or engage
a Dissemination Agent or successor Dissemination Agent to assist it in carrying out its obligations under
this Disclosure Agreement, and may discharge such Dissemination Agent, with or without appointing a
successor Dissemination Agent. If the Issuer discharges the Dissemination Agent without appointing a
successor Dissemination Agent, the Issuer shall use best efforts to appoint a successor Dissemination
Agent within thirty (30) days of such discharge. If at any time there is not any other designated
Dissemination Agent, the Issuer shall be the Dissemination Agent. The initial Dissemination Agent
appointed hereunder shall be Regions Bank, an Alabama state banking corporation. The Issuer will give
prompt written notice to the Developer, or any other party responsible for providing quarterly
information pursuant to the Disclosure Agreement of Developer, of any change in the identity of the
Dissemination Agent under the Disclosure Agreement of Developer. The Dissemination Agent may
resign at any time with thirty (30) days’ written notice to the Issuer.
SECTION 9. Amendment; Waiver. Notwithstanding any other provisions of this
Disclosure Agreement, the Issuer, the Administrator, and the Dissemination Agent may amend this
Disclosure Agreement (and the Dissemination Agent shall not unreasonably withhold its consent to any
amendment so requested in writing by the Issuer or the Administrator), and any provision of this
Disclosure Agreement may be waived, provided that the following conditions are satisfied:
a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, 5, or 6(a), it may
only be made in connection with a change in circumstances that arises from a change in legal
requirements, change in law, or change in the identity, nature or status of an obligated person with respect
to the Bonds, or the type of business conducted;
b) The undertaking, as amended or taking into account such waiver, would, in the opinion
of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of
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the delivery of the Bonds, after taking into account any amendments or interpretations of the Rule, as
well as any change in circumstances; and
c) The amendment or waiver either (i) is approved by the Owners of the Bonds in the same
manner as provided in the Indenture for amendments to the Indenture with the consent of Owners, or
ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the
Owners or beneficial owners of the Bonds.
In the event of any amendment or waiver of a provision of this Disclosure Agreement, the Issuer
shall describe such amendment in the next related Annual Financial Information, and shall include, as
applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type
or in the case of a change of accounting principles, on the presentation) of financial information or
operating data being presented by the Issuer. In addition, if the amendment relates to the accounting
principles to be followed in preparing financial statements, (i) notice of such change shall be given in
the same manner as for a Listed Event under Section 6(a), and (ii) the Annual Financial Statements for
the Fiscal Year in which the change is made should present a comparison (in narrative form and also, if
feasible, in quantitative form) between the financial statements as prepared on the basis of the new
accounting principles and those prepared on the basis of the former accounting principles. No
amendment which adversely affects the Dissemination Agent may be made without its prior written
consent (which consent will not be unreasonably withheld or delayed).
SECTION 10. Additional Information. Nothing in this Disclosure Agreement shall be
deemed to prevent the Issuer from disseminating any other information, using the means of
dissemination set forth in this Disclosure Agreement or any other means of communication, or including
any other information in any Annual Financial Information, Annual Financial Statements, Annual
Collections Report or notice of occurrence of a Listed Event, in addition to that which is required by this
Disclosure Agreement. If the Issuer chooses to include any information in any Annual Financial
Information, Annual Financial Statements, Annual Collections Report or notice of occurrence of a Listed
Event in addition to that which is specifically required by this Disclosure Agreement, the Issuer shall
have no obligation under this Disclosure Agreement to update such information or include it in any
future Annual Financial Information, Annual Financial Statements, Annual Collections Report or notice
of occurrence of a Listed Event.
SECTION 11. Default. In the event of a failure of the Issuer to comply with any provision
of this Disclosure Agreement, the Dissemination Agent or any Owner or beneficial owner of the Bonds
may, and the Dissemination Agent (at the written request of any Participating Underwriter or the Owners
of at least twenty-five percent (25%) aggregate principal amount of Outstanding Bonds and upon being
indemnified to its satisfaction against all costs, fees, expenses and liabilities for such actions) shall, take
such actions as may be necessary and appropriate to cause the Issuer to comply with its obligations under
this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event of
Default under the Indenture with respect to the Bonds, and the sole remedy under this Disclosure
Agreement in the event of any failure of the Issuer to comply with this Disclosure Agreement shall be
an action for mandamus or specific performance. A default under this Disclosure Agreement shall not
be deemed a default under the Disclosure Agreement of Developer and a default under the Disclosure
Agreement of Developer shall not be deemed a default under this Disclosure Agreement.
SECTION 12. Duties, Immunities and Liabilities of Dissemination Agent and Administrator.
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a) The Dissemination Agent shall not have any duty with respect to the content of any
disclosures made pursuant to the terms hereof. The Dissemination Agent shall have only such duties as
are specifically set forth in this Disclosure Agreement, and no implied covenants shall be read into this
Disclosure Agreement with respect to the Dissemination Agent. To the extent permitted by law, the
Issuer agrees to indemnify and hold harmless the Dissemination Agent, its officers, directors, employees
and agents, but only from Annual Collection Costs collected from the property owners in Improvement
Areas #2-4, against any loss, expense and liabilities which it may incur arising out of or in the exercise
or performance of its powers and duties hereunder, including the costs and expenses (including
attorneys’ fees) of defending against any claim of liability, but excluding liabilities due to the
Dissemination Agent’s negligence or willful misconduct; provided, however, that nothing herein shall
be construed to require the Issuer to indemnify the Dissemination Agent for losses, expenses or liabilities
arising from information provided to the Dissemination Agent by the Developer or the failure of the
Developer to provide information to the Dissemination Agent as and when required under the Disclosure
Agreement of Developer. The obligations of the Issuer under this Section shall survive resignation or
removal of the Dissemination Agent and payment in full of the Bonds. Nothing in this Disclosure
Agreement shall be construed to mean or to imply that the Dissemination Agent is an “obligated person”
under the Rule. If the Issuer does not provide the Dissemination Agent with the Annual Financial
Information or Annual Financial Statements in accordance with Sections 3(a) and 3(b), respectively, or
the Annual Collections Report in accordance with Section 5(a), the Dissemination Agent shall not be
responsible for the failure to submit Annual Financial Information, Annual Financial Statements, or the
Annual Collections Report, as applicable, to the MSRB. The Dissemination Agent is not acting in a
fiduciary capacity in connection with the performance of its respective obligations hereunder. The fact
that the Dissemination Agent may have a banking or other business relationship with the Issuer or any
person with whom the Issuer contracts in connection with the transaction described in the Indenture,
apart from the relationship created by the Indenture or this Disclosure Agreement, shall not be construed
to mean the Dissemination Agent has actual knowledge of any event described in Section 6 above, except
as may be provided by written notice to the Dissemination Agent pursuant to this Disclosure Agreement.
The Dissemination Agent may, from time to time, consult with legal counsel of its own choosing
in the event of any disagreement or controversy, or question or doubt as to the construction of any of the
provisions hereof or its duties hereunder, and the Dissemination Agent shall not incur any liability and
shall be fully protected in acting in good faith upon the advice of such legal counsel.
The Issuer, the Administrator and the Dissemination Agent agree that the legal expenses of the
Dissemination Agent, which it is expressly entitled to be paid under this paragraph 12(a), are expenses
which may be paid from the Annual Collection Costs.
b) The Administrator shall not have any duty with respect to the content of any disclosures
made pursuant to the terms hereof. The Administrator shall have only such duties as are specifically set
forth in this Disclosure Agreement, and no implied covenants shall be read into this Disclosure
Agreement with respect to the Administrator. To the extent permitted by law, the Issuer agrees to hold
harmless the Administrator, its officers, directors, employees and agents, but only from Annual
Collection Costs collected from the property owners in Improvement Areas #2-4, against any losses,
expenses or liabilities which it may incur arising out of or in the exercise or performance of its powers
and duties hereunder, including the costs and expenses (including reasonable attorneys’ fees) of
defending against any claim of liability, but excluding liabilities due to the Administrator’s negligence
or willful misconduct; provided, however, that nothing herein shall be construed to require the Issuer to
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indemnify the Administrator for losses, expenses or liabilities arising from information provided to the
Administrator by third parties, or the failure of any third party to provide information to the
Administrator as and when required under this Disclosure Agreement, or the failure of the Developer to
provide information to the Administrator as and when required under the Disclosure Agreement of
Developer. The obligations of the Issuer under this Section shall survive resignation or removal of the
Administrator and payment in full of the Bonds. Nothing in this Disclosure Agreement shall be construed
to mean or to imply that the Administrator is an “obligated person” under the Rule. The Administrator
is not acting in a fiduciary capacity in connection with the performance of its respective obligations
hereunder. The Administrator shall not in any event incur any liability with respect to (i) any action taken
or omitted to be taken in good faith upon advice of legal counsel given with respect to any question
relating to duties and responsibilities of the Administrator hereunder, or (ii) any action taken or omitted
to be taken in reliance upon any document delivered to the Administrator and believed to be genuine and
to have been signed or presented by the proper party or parties.
The Administrator may, from time to time, consult with legal counsel of its own choosing in the
event of any disagreement or controversy, or question or doubt as to the construction of any of the
provisions hereof or its duties hereunder, and the Administrator shall not incur any liability and shall be
fully protected in acting in good faith upon the advice of such legal counsel.
The Issuer, the Administrator and the Dissemination Agent agree that the legal expenses of the
Administrator, which it is expressly entitled to be paid under this paragraph 12(b), are expenses which
may be paid from the Annual Collection Costs.
c) UNDER NO CIRCUMSTANCES SHALL THE DISSEMINATION AGENT, THE
ADMINISTRATOR, OR THE ISSUER BE LIABLE TO THE OWNER OR BENEFICIAL OWNER
OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES
RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY ANY PARTY TO THIS
DISCLOSURE AGREEMENT, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF
ANY COVENANT SPECIFIED IN THIS DISCLOSURE AGREEMENT, BUT EVERY RIGHT AND
REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY
SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE. THE DISSEMINATION AGENT AND THE ADMINISTRATOR ARE UNDER
NO OBLIGATION NOR ARE THEY REQUIRED TO BRING SUCH AN ACTION.
SECTION 13. Assessment Timeline. The basic expected timeline for the collection of
Assessments and the anticipated procedures for pursuing the collection of delinquent Assessments is set
forth in Exhibit D which is intended to illustrate the general procedures expected to be followed in
enforcing the payment of delinquent Assessments. Failure to adhere to such expected timeline shall not
constitute a default by the Issuer under this Disclosure Agreement, the Indenture, the Bonds, or any other
document related to the Bonds.
SECTION 14. No Personal Liability. No covenant, stipulation, obligation or agreement of
the Issuer, the Administrator, or the Dissemination Agent contained in this Disclosure Agreement shall
be deemed to be a covenant, stipulation, obligation or agreement of any present or future council
members, officer, agent or employee of the Issuer, the Administrator, or the Dissemination Agent in
other than that person’s official capacity.
14
SECTION 15. Severability. In case any section or provision of this Disclosure Agreement,
or any covenant, stipulation, obligation, agreement, act or action, or part thereof made, assumed, entered
into, or taken thereunder or any application thereof, is for any reason held to be illegal or invalid, such
illegality or invalidity shall not affect the remainder thereof or any other section or provision thereof or
any other covenant, stipulation, obligation, agreement, act or action, or part thereof made, assumed,
entered into, or taken thereunder (except to the extent that such remainder or section or provision or
other covenant, stipulation, obligation, agreement, act or action, or part thereof is wholly dependent for
its operation on the provision determined to be invalid), which shall be construed and enforced as if such
illegal or invalid portion were not contained therein, nor shall such illegality or invalidity of any
application thereof affect any legal and valid application thereof, and each such section, provision,
covenant, stipulation, obligation, agreement, act or action, or part thereof shall be deemed to be effective,
operative, made, entered into or taken in the manner and to the full extent permitted by law.
SECTION 16. Sovereign Immunity. The Dissemination Agent and the Administrator agree
that nothing in this Disclosure Agreement shall constitute or be construed as a waiver of the Issuer’s
sovereign or governmental immunities regarding liability or suit.
SECTION 17. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of
the Issuer, the Administrator, the Dissemination Agent, and the Owners and the beneficial owners from
time to time of the Bonds, and shall create no rights in any other person or entity. Nothing in this
Disclosure Agreement is intended or shall act to disclaim, waive or otherwise limit the duties of the
Issuer under federal and state securities laws.
SECTION 18. Dissemination Agent and Administrator Compensation. The fees and
expenses incurred by the Dissemination Agent and the Administrator for their respective services
rendered in accordance with this Disclosure Agreement constitute Annual Collection Costs and will be
included in the Annual Installments as provided in the annual updates to the Service and Assessment
Plan. The Issuer shall pay or reimburse the Dissemination Agent and the Administrator, but only with
funds to be provided from the Annual Collection Costs component of the Annual Installments collected
from the property owners in Improvement Areas #2-4, for the fees and expenses for their respective
services rendered in accordance with this Disclosure Agreement.
SECTION 19. Statutory Verifications. The Dissemination Agent and the Administrator each
respectively make the following representation and verifications pursuant to Chapters 2252, 2271, 2274,
and 2276, Texas Government Code, as heretofore amended (the “Government Code”), in entering into
this Disclosure Agreement. As used in such verifications, “affiliate” means an entity that controls, is
controlled by, or is under common control with the Dissemination Agent or Administrator, as applicable,
within the meaning of SEC Rule 405, 17 C.F.R. § 230.405, and exists to make a profit. Liability for
breach of any such verification during the term of this Disclosure Agreement shall survive until barred
by the applicable statute of limitations, and shall not be liquidated or otherwise limited by any provision
of this Disclosure Agreement, notwithstanding anything in this Disclosure Agreement to the contrary.
a. Not a Sanctioned Company. The Dissemination Agent and Administrator each
respectively represents that neither it nor any of its parent company, wholly- or majority-owned
subsidiaries, and other affiliates is a company identified on a list prepared and maintained by the
Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201,
Government Code. The foregoing representation excludes the Dissemination Agent,
15
Administrator and each of their respective parent company, wholly- or majority-owned
subsidiaries, and other affiliates, if any, that the United States government has affirmatively
declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal
sanctions regime relating to a foreign terrorist organization.
b. No Boycott of Israel. The Dissemination Agent and Administrator each
respectively hereby verifies that it and its parent company, wholly- or majority-owned
subsidiaries, and other affiliates, if any, do not boycott Israel and will not boycott Israel during
the term of this Disclosure Agreement. As used in the foregoing verification, “boycott Israel”
has the meaning provided in Section 2271.001, Government Code.
c. No Discrimination Against Firearm Entities. The Dissemination Agent and the
Administrator each respectively hereby verifies that it and its parent company, wholly- or
majority-owned subsidiaries, and other affiliates, if any, do not have a practice, policy, guidance,
or directive that discriminates against a firearm entity or firearm trade association and will not
discriminate against a firearm entity or firearm trade association during the term of this
Disclosure Agreement. As used in the foregoing verification, “discriminate against a firearm
entity or firearm trade association” has the meaning provided in Section 2274.001(3),
Government Code.
d. No Boycott of Energy Companies. The Dissemination Agent and Administrator
each respectively hereby verifies that it and its parent company, wholly- or majority-owned
subsidiaries, and other affiliates, if any, do not boycott energy companies and will not boycott
energy companies during the term of this Disclosure Agreement. As used in the foregoing
verification, “boycott energy companies” has the meaning provided in Section 2276.001(1),
Government Code.
SECTION 20. Disclosure of Interested Parties.
Pursuant to Section 2252.908(c)(4), Texas Government Code, as amended, the Dissemination
Agent hereby certifies it is a publicly traded business entity and is not required to file a Certificate of
Interested Parties Form 1295 related to this Disclosure Agreement.
Submitted herewith is a completed Form 1295 in connection with the Administrator’s
participation in the execution of this Disclosure Agreement generated by the Texas Ethics
Commission’s (the “TEC”) electronic filing application in accordance with the provisions of Section
2252.908 of the Texas Government Code and the rules promulgated by the TEC (the “Form 1295”).
The Issuer hereby confirms receipt of the Form 1295 from the Administrator and the Issuer agrees to
acknowledge such form with the TEC through its electronic filing application not later than the
thirtieth (30th) day after the receipt of such form. The Administrator and the Issuer understand and
agree that, with the exception of information identifying the Issuer and the contract identification
number, neither the Issuer nor its consultants are responsible for the information contained in the
Form 1295; that the information contained in the Form 1295 has been provided solely by the
Administrator; and, neither the Issuer nor its consultants have verified such information.
SECTION 21. Notice. Any written notice required to be given or made hereunder among or
between any of the Issuer, the Trustee, the Administrator, the Dissemination Agent and/or Participating
16
Underwriter, shall be given or made by e-mail, hand delivery, overnight courier, or by United States
mail, certified or registered mail, return receipt requested, postage prepaid, at the addresses listed below
or at such other addresses as any be specified in writing by any party hereto to the other parties hereto.
If the required notice is provided or delivered by e-mail, the sender must request a read or delivery receipt
from the recipient confirming that the recipient received the e-mail or the e-mail was delivered with such
notice. Failure of any party to this Disclosure Agreement to provide proof of an e-mail read receipt or
delivery receipt does not constitute a breach or default by such under this Disclosure Agreement.
If to the Dissemination Agent
and Trustee:
Regions Bank
Attn: Corporate Trust Services
1717 McKinne Avenue
Dallas, Texas 75202
E-mail: Shawn.bednasek re ions.com
If to Administrato : P3Works, LLC
9284 Huntin ton Square, Ste 100
North Richland Hills, Texas 76182
E-mail: admin p3-works.com
If to the Issuer: Cit of Anna
Attn: Cit Mana e
120 W. 7th Street
Anna, Texas 75409
E-mail: mmarchand annatexas.ov
If to Participatin Underwriter: FMSbonds, Inc.
5 Cowbo s Wa , Suite 300-25
Frisco, Texas 75034
E-mail: Tdavenport fmsbonds.com
SECTION 22. Governing Law. This Disclosure Agreement shall be governed by the laws of
the State of Texas.
SECTION 23. Counterparts. This Disclosure Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the same
instrument. The Issuer, the Administrator, and the Dissemination Agent agree that electronic signatures
to this Disclosure Agreement may be regarded as original signatures.
Signature pages follow.
SIGNATURE PAGE OF CONTINUING DISCLOSURE AGREEMENT OF ISSUER
REGIONS BANK, an Alabama state banking
corporatio
as Dissemination A ent)
B :
Authorized Office
SIGNATURE PAGE OF CONTINUING DISCLOSURE AGREEMENT OF ISSUER
P3Works, LLC
as Administrator)
B :
Authorized Office
A-1
EXHIBIT A
NOTICE TO MSRB OF FAILURE TO FILE
ANNUAL FINANCIAL INFORMATION][ANNUAL COLLECTIONS REPORT]
AUDITED/UNAUDITED FINANCIAL STATEMENTS]
Name of Issuer: Cit of Anna, Texas
Name of Bond Issue: Special Assessment Revenue Bonds, Series 2026
Sherley Tract Public Improvement District No. 2 Improvement
Areas #2-4 Pro ect) (the “Bonds”)
CUSIP Nos. [insert CUSIP NOs.]
Date of Deliver : , 20
NOTICE IS HEREBY GIVEN that the City of Anna, Texas (the “Issuer”), has not provided
an Annual Financial Information][an Annual Collections Report][audited/unaudited financial
statements] with respect to the Bonds as required by the Continuing Disclosure Agreement of
Issuer dated as of June 1, 2026, by and among the Issuer, P3Works, LLC, as “Administrator,” and
Regions Bank, an Alabama state banking corporation, as “Dissemination Agent.” The Issuer
anticipates that [the Annual Financial Information][the Annual Collections
Report][audited/unaudited financial statements] will be filed by __________________.
Dated:______________________________
Regions Bank, an Alabama state banking
corporation,
on behalf of the Cit of Anna, Texas
as Dissemination A ent)
B :
Title:
cc: City of Anna, Texas
B-1
EXHIBIT B
CITY OF ANNA, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2026
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
IMPROVEMENT AREAS #2-4 PROJECT)
ANNUAL FINANCIAL INFORMATION*
Delivery Date: __________, 20__
CUSIP Nos: [insert CUSIP Nos.]
DISSEMINATION AGENT
Name: Regions Bank
Address: [__________________]
City: [_]
Telephone: (___) ___-____
Contact Person: Attn: ___________
Section 4(a)(i)(A)
BONDS OUTSTANDING
Maturity
Date
Interest
Rate
Original
Principal
Amount
Outstanding
Principal
Amount
Outstanding
Interest
Amount
Total
Section 4(a)(i)(B)
INVESTMENTS
Fund/
Account Name
Investment
Descriptio
Par
Value(1)
Book
Value(1)
Market
Value(1)
1) As such information is provided by the Trustee.
Excluding audited financial statements of the Issuer
B-2
Section 4(a)(i)(C)
ASSETS AND LIABILITIES OF TRUST ESTATE
Cash Position of Trust Estate for statements dated September 30, 20[]
List of Funds/Accounts Held Under Indenture] Amount In the Fun
Total A
Bond Principal Amount Outstandin B
Outstandin Assessment Amount to be collected C
Net Position of Trust Estate and Outstanding Bonds and
Assessments
A-B+C
September 30, 20[__] Trust Statements: Audited Unaudited
Accounting Type: Cash Accrual Modified Accrual
Section 4(a)(ii)
FINANCIAL INFORMATION AND OPERATING DATA WITH RESPECT TO THE
ISSUER OF THE GENERAL TYPE AND IN SUBSTANTIALLY SIMILAR FORM
PROVIDED IN THE FOLLOWING TABLES AS OF THE END OF THE FISCAL YEAR
Debt Service Requirements on the Bonds
Year Ending
September 30) Principal Interest Total
IMPROVEMENT AREA #2
Top [Five] Assessment Payers in Improvement Area #2 (1)
Property Owner
No. of
Parcels/Lots
Percentage of
Parcels/Lots
Outstanding
Assessments
Percentage of
Total
Assessments
1) Does not include those owing less than one percent (1%) of total Assessments.
B-3
Assessed Value of Improvement Area #2 of the District
The [YEAR] certified total assessed value for the Assessed Property in Improvement Area
2 of the District is approximately $[AMOUNT] according to the Collin Central Appraisal
District.
Foreclosure History Related to the Improvement Area #2 Assessment for the Past Five Fiscal
Years
Fiscal
Year
Ended
9/30)
Delinquent
Assessment Amount
not in Foreclosure
Proceedin s
Parcels in
Foreclosure
Proceedin s
Delinquent
Assessment Amount
in Foreclosure
Proceedin s
Foreclosure
Sales
Foreclosure Proceeds
Receive
20 $ $ $
20
20
20
20
insert any necessary footnotes]
Collection and Delinquency History of Annual Installments of Improvement Area #2 Assessment
for the Past Five Fiscal Years
Fiscal Year
Ended
9/30)
Total Annual
Installment
Billed
Parcels
Levied(1)
Delinquent
Amount as
of 3/1
Delinquent
as of 3/1
Delinquent
Amount as of
9/1]
Delinquent %
as of [9/1]
Total
Assessments
Collected(2)
20 $ $ % $ % $
20
20
20
20
1) Pursuant to Section 31.031, Texas Tax Code, certain veterans, persons aged 65 or older, and the disabled, who qualify for an exemption under
either Section 11.13(c), 11.32, or 11.22, Texas Tax Code, are eligible to pay property taxes in four equal installments (“Installment Payments”).
Effective January 1, 2018, pursuant to Section 31.031(a-1), Texas Tax Code, the Installment Payments are each due before February 1, April 1,
June 1, and August 1. Each unpaid Installment Payment is delinquent and incurs penalties and interest if not paid by the applicable date.
2) [Does/does not] include interest and penalties.
Parcel Numbers for Delinquencies Equaling or Exceeding 10% of Annual Installments of
Improvement Area #2 Assessment Due
For the past five Fiscal Years, if the total amount of delinquencies as of September 1 equals or exceeds ten
percent (10%) of the amount of Annual Installments due, a list of parcel numbers for which the Annual Installments
are delinquent.
Fiscal Year
Ended (9/30) Delinquent % as of 9/1 Parcel Numbers
20 %
20__
History of Prepayment of Improvement Area #2 Assessment for the Past Five Fiscal
Years
Fiscal Year Ended (9/30)
Number of
Prepa ments
Amount of
Prepa ments Bond Call Date
Amount of
Bonds
Redeeme
B-4
20 $ $
20
20
20
20
insert any necessary footnotes]
IMPROVEMENT AREA #3
Top [Five] Assessment Payers in Improvement Area #3 (1)
Property Owner
No. of
Parcels/Lots
Percentage of
Parcels/Lots
Outstanding
Assessments
Percentage of
Total
Assessments
1) Does not include those owing less than one percent (1%) of total Assessments.
Assessed Value of Improvement Area #3 of the District
The [YEAR] certified total assessed value for the Assessed Property in Improvement Area
3 of the District is approximately $[AMOUNT] according to the Collin Central Appraisal
District.
Foreclosure History Related to the Improvement Area #3 Assessment for the Past Five Fiscal
Years
Fiscal
Year
Ended
9/30)
Delinquent
Assessment Amount
not in Foreclosure
Proceedin s
Parcels in
Foreclosure
Proceedin s
Delinquent
Assessment Amount
in Foreclosure
Proceedin s
Foreclosure
Sales
Foreclosure Proceeds
Receive
20 $ $ $
20
20
20
20
insert any necessary footnotes]
Collection and Delinquency History of Annual Installments of Improvement Area #3 Assessment
for the Past Five Fiscal Years
Fiscal Year
Ended
9/30)
Total Annual
Installment
Billed
Parcels
Levied(1)
Delinquent
Amount as
of 3/1
Delinquent
as of 3/1
Delinquent
Amount as of
9/1]
Delinquent %
as of [9/1]
Total
Assessments
Collected(2)
20 $ $ % $ % $
20
20
20
20
1) Pursuant to Section 31.031, Texas Tax Code, certain veterans, persons aged 65 or older, and the disabled, who qualify for an exemption under
either Section 11.13(c), 11.32, or 11.22, Texas Tax Code, are eligible to pay property taxes in four equal installments (“Installment Payments”).
Effective January 1, 2018, pursuant to Section 31.031(a-1), Texas Tax Code, the Installment Payments are each due before February 1, April 1,
June 1, and August 1. Each unpaid Installment Payment is delinquent and incurs penalties and interest if not paid by the applicable date.
B-5
2) [Does/does not] include interest and penalties.
Parcel Numbers for Delinquencies Equaling or Exceeding 10% of Annual Installments of
Improvement Area #3 Assessment Due
For the past five Fiscal Years, if the total amount of delinquencies as of September 1 equals or exceeds ten
percent (10%) of the amount of Annual Installments due, a list of parcel numbers for which the Annual Installments
are delinquent.
Fiscal Year
Ended (9/30) Delinquent % as of 9/1 Parcel Numbers
20 %
20__
History of Prepayment of Improvement Area #3 Assessment for the Past Five Fiscal
Years
Fiscal Year Ended (9/30)
Number of
Prepa ments
Amount of
Prepa ments Bond Call Date
Amount of
Bonds
Redeeme
20 $ $
20
20
20
20
insert any necessary footnotes]
IMPROVEMENT AREA #4
Top [Five] Assessment Payers in Improvement Area #4 (1)
Property Owner
No. of
Parcels/Lots
Percentage of
Parcels/Lots
Outstanding
Assessments
Percentage of
Total
Assessments
1) Does not include those owing less than one percent (1%) of total Assessments.
Assessed Value of Improvement Area #4 of the District
The [YEAR] certified total assessed value for the Assessed Property in Improvement Area
4 of the District is approximately $[AMOUNT] according to the Collin Central Appraisal
District.
Foreclosure History Related to the Improvement Area #4 Assessment for the Past Five Fiscal
Years
Fiscal
Year
Ended
9/30)
Delinquent
Assessment Amount
not in Foreclosure
Proceedin s
Parcels in
Foreclosure
Proceedin s
Delinquent
Assessment Amount
in Foreclosure
Proceedin s
Foreclosure
Sales
Foreclosure Proceeds
Receive
20 $ $ $
20
B-6
20
20
20
insert any necessary footnotes]
Collection and Delinquency History of Annual Installments of Improvement Area #4 Assessment
for the Past Five Fiscal Years
Fiscal Year
Ended
9/30)
Total Annual
Installment
Billed
Parcels
Levied(1)
Delinquent
Amount as
of 3/1
Delinquent
as of 3/1
Delinquent
Amount as of
9/1]
Delinquent %
as of [9/1]
Total
Assessments
Collected(2)
20 $ $ % $ % $
20
20
20
20
1) Pursuant to Section 31.031, Texas Tax Code, certain veterans, persons aged 65 or older, and the disabled, who qualify for an exemption under
either Section 11.13(c), 11.32, or 11.22, Texas Tax Code, are eligible to pay property taxes in four equal installments (“Installment Payments”).
Effective January 1, 2018, pursuant to Section 31.031(a-1), Texas Tax Code, the Installment Payments are each due before February 1, April 1,
June 1, and August 1. Each unpaid Installment Payment is delinquent and incurs penalties and interest if not paid by the applicable date.
2) [Does/does not] include interest and penalties.
Parcel Numbers for Delinquencies Equaling or Exceeding 10% of Annual Installments of
Improvement Area #4 Assessment Due
For the past five Fiscal Years, if the total amount of delinquencies as of September 1 equals or exceeds ten
percent (10%) of the amount of Annual Installments due, a list of parcel numbers for which the Annual Installments
are delinquent.
Fiscal Year
Ended (9/30) Delinquent % as of 9/1 Parcel Numbers
20 %
20__
History of Prepayment of Improvement Area #4 Assessment for the Past Five Fiscal
Years
Fiscal Year Ended (9/30)
Number of
Prepa ments
Amount of
Prepa ments Bond Call Date
Amount of
Bonds
Redeeme
20 $ $
20
20
20
20
insert any necessary footnotes]
ITEMS REQUIRED BY SECTION 4(a)(iii) - (iv)
Insert a line item for each applicable listing]
C-1
EXHIBIT C
CITY OF ANNA, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2026
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
IMPROVEMENT AREA #2 PROJECT)
ANNUAL COLLECTIONS REPORT
Delivery Date: __________, 20__
CUSIP Nos: [insert CUSIP Nos.]
DISSEMINATION AGENT
Name: Regions Bank
Address: [______________________]
City: [_____, Texas _____]
Telephone: (___) ___-____
Contact Person: Attn: ___________
SELECT FINANCIAL INFORMATION AND OPERATING DATA WITH RESPECT TO
THE COLLECTION OF ASSESSMENTS COVERING THE PERIOD BEGINNING WITH
THE FIRST DAY OF THE FISCAL YEAR SUCCEEDING THE REPORTING FISCAL
YEAR THROUGH THE COLLECTIONS REPORTING DATE PROVIDED IN
COMPLIANCE WITH SUBSECTION 5(A) OF THE ISSUER’S DISCLOSURE
AGREEMENT
Foreclosure History Related To The Annual Installments(1)
Succeeding
Fiscal Yea
Delinquent Annual
Installment Amount
not in Foreclosure
Proceedin s
Parcels in
Foreclosure
Proceedin s
Delinquent Annual
Installment Amount
in Foreclosure
Proceedin s
Foreclosure
Sales
Foreclosure Proceeds
Receive
20 $ $ $
i) Period covered includes October 1, 20__ through March 1, 20__.
C-2
Collection and Delinquency of Annual Installments (1)
Succeeding
Fiscal Yea
Total Annual
Installments
Levie
Parcels
Levied(2)
Delinquent
Amount as
of 3/1
Delinquent %
as of 3/1
Total Annual
Installments
Collected(3)
20__ $ $ % $
1) Period covered includes October 1, 20__ through March 1, 20__.
2) Pursuant to Section 31.031, Texas Tax Code, certain veterans, persons aged 65 or older, and the disabled, who qualify for an exemption under
either Section 11.13(c), 11.32, or 11.22, Texas Tax Code, are eligible to pay property taxes in four equal installments (“Installment Payments”).
Effective January 1, 2018, pursuant to Section 31.031(a-1), Texas Tax Code, the Installment Payments are each due before February 1, April 1,
June 1, and August 1. Each unpaid Installment Payment is delinquent and incurs penalties and interest if not paid by the applicable date.
3) [Does/does not] include interest and penalties.
Prepayment of Assessments(1)
Succeeding
Fiscal Yea
Number of
Prepa ments
Amount of
Prepa ments Bond Call Date
Amount of
Bonds
Redeeme
1) Period covered includes October 1, 20__ through March 1, 20__.
D-1
EXHIBIT D
BASIC EXPECTED TIMELINE FOR ASSESSMENT COLLECTIONS
AND PURSUIT OF DELINQUENCIES1
Date
Delinquency
Clock (Days) Activity
January 31 Assessments are due.
February 1 1 Assessments delinquent if not received.
February 15 15 Immediately upon receipt, but in no event later than February
15, Issuer forwards payment to Trustee for all collections
received, along with detailed breakdown. Subsequent
payments and relevant details will follow monthly thereafter.
Issuer and/or Administrator should be aware of actual and
specific delinquencies.
Administrator should be aware if Reserve Fund needs to be
utilized for debt service payments during the corresponding
Fiscal Year.
Issuer and Administrator should determine if previously
collected surplus funds, if any, plus actual Annual
Installment collections will be fully adequate for debt service
in the corresponding March and September.
March 15 43/44 Trustee pays bond interest payments to Owners.
April 1 59/60 At this point, if total delinquencies are under 5% and if there
is adequate funding in the Pledged Revenue Fund for transfer
to the Principal and Interest Account for full September
payments, no further action is anticipated for collection of
Assessments except that the Issuer or Administrator,
working with the City Attorney or an appropriate designee,
will begin process to cure deficiency.
Issuer, or the Trustee on behalf of the Issuer, to notify
Dissemination Agent in writing of the occurrence of a draw
on the Reserve Fund and, following receipt of such notice,
Dissemination Agent to notify MSRB of such draw on the
Reserve Fund.
1 Illustrates anticipated dates and procedures for pursuing the collection of delinquent Annual Installments of
Assessments, which dates and procedures shall be in accordance with Chapters 31, 32, 33, and 34, Texas Tax
Code, as amended (the “Code”), and the Tax/Assessor Collector’s procedures, and are subject to adjustment
by the Issuer. If the collection and delinquency procedures under the Code are subsequently modified,
whether due to an executive order of the Governor of Texas, an amendment to the Code, or otherwise, such
modifications shall control.
D-2
July 1 152/153 Issuer, or the Administrator on behalf of the Issuer,
determines whether or not any Annual Installments are
delinquent and, if such delinquencies exist, the Issuer
commences as soon as practicable appropriate and
legally permissible actions to obtain such delinquent
Annual Installments, in accordance with the County Tax
Assessor/Collector procedures. 2
Preliminary Foreclosure activity commences in
accordance with Tax Assessor/Collector’s procedures.
Issuer notifies Trustee and Dissemination Agent in
writing of the commencement of preliminary foreclosure
activity.
If Dissemination Agent has not received Foreclosure
Schedule and Plan of Collections, Dissemination Agent to
request same from the Issuer.
If the Issuer has not provided the Dissemination Agent with
Foreclosure Schedule and Plan of Collections,
Dissemination Agent requests that the Issuer commence
foreclosure or provide plan for collection.
August 15 197/198 The designated lawyers or law firm will be preparing the
formal foreclosure documents and will provide periodic
updates to the Dissemination Agent and the Trustee. The
goal for the foreclosure actions is a filing by no later than
August 15 (day 197/198).
Foreclosure action to be filed with the court as soon as
practicable, in accordance with the Tax
Assessor/Collector’s procedures.
Issuer notifies Trustee and Dissemination Agent of
Foreclosure filing status in writing. Dissemination Agent
notifies Owners.
If Owners and Dissemination Agent have not been notified of
a foreclosure action, Dissemination Agent will notify the
Issuer that it is appropriate to file action.
A committee of not less than twenty-five percent (25%) of the Owners may request a meeting with the
Issuer to discuss the Issuer’s actions in pursuing the repayment of any delinquencies. This would also occur
after day thirty (30) if it is apparent that a Reserve Fund draw is required. Further, if delinquencies exceed
five percent (5%), Owners may also request a meeting with the Issuer at any time to discuss the Issuer’s
plan and progress on collection and foreclosure activity. If the Issuer is not diligently proceeding with the
2 If the collection and delinquency procedures under the Code are subsequently modified, whether due to an
executive order of the Governor of Texas or an amendment to the Code, such modifications shall control.
D-3
foreclosure process, the Owners may seek an action for mandamus or specific performance to direct the
Issuer to pursue the collections of delinquent Annual Installments of Assessments.