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HomeMy WebLinkAboutOrd 879-2020 Purchase of Vactor Combination Sewer Cleaner TruckORDINANCE NO.879-2020 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, AUTHORIZING THE EXECUTION AND DELIVERY OF A FINANCE CONTRACT FOR THE ACQUIISITION OF VACTOR COMBINATION SEWER CLEANER TRUCK, PROVIDING FOR THE SECURITY FOR PAYMENT THEREOF, AND ENACTING OTHER PROVISIONS RELATED THERETO WHEREAS, the City is authorized, pursuant to the Public Property Finance Act, Chapter 271, Subchapter A, Local Government Code, as amended (the "Act"), to execute, perform and make payments under a contract for the acquisition of personal property for authorized municipal purposes, or the financing thereof; WHEREAS, this City Council has found and determined that it is necessary and in the best interests of the City to acquire equipment (the "Equipment") as described on Schedule I attached hereto; WHEREAS, Independent Bank, McKinney, Texas (the "Bank"), has offered to provide financing for the acquisition of the Equipment; and WHEREAS, this City Council has found and determined that it is in the best interests of the City to finance the acquisition of the Equipment through the execution and delivery of a finance contract with the Bank; Now, therefor BE IT ORDAINED BY THE CITY COUNCIL OF CITY OF ANNA, TEXAS: ARTICLE I DEFINITIONS AND OTHER PRELRVIINARY MATTERS Section 1.01. Definitions. (a) Unless otherwise expressly provided or unless the context clearly requires otherwise, in. this Ordinance the following terms shall have the meanings specified below: "Acquisition Fund" means the fund established in Section 4.01(a)(ii). "Code" means the Internal Revenue Code of 1986, as amended, including applicable regulations, published rulings and court decisions relating thereto. "Contract Payments" means the payments to be made by the City in payment of the principal and interest due under the 2020 Finance Contract. "2020 Finance Contract" means the finance contract entitled. "Finance Contract 2020", dated as of October 13, 2020, between the City and the Bank, pursuant to which the Bank will provide funds to the City for the acquisition of the Equipment. "Payment Fund" means the payment fund established by Section 4.01(a)(i). "Principal Amount" means the principal amount set forth in the 2020 Finance Contract. (b) The terms defined in the preamble to this Ordinance shall have the meanings assigned to such terms in the preamble. Section 1.02. Findings; Interpretation. (a) The declarations, determinations and findings declared, made and found in the preamble to this Ordinance are hereby adopted, restated and made a part of the operative provisions hereof. (b) This Ordinance and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein to sustain the validity of this Ordinance. (c) Article and section references shall mean references to articles and sections ofthis Ordinance unless designated otherwise. ARTICLE II AUTHORIZATION .AND GENERAL TERMS AND PROVISIONS OF THE 2020 FINANCE CONTRACT Section 2.01. Authorization. (a) The terms and provisions of the 2020 Finance Contract, substantially in the form presented at this meeting, are hereby approved and said 2020 Finance Contract is hereby authorized to be executed and delivered in accordance with the Constitution and laws of the State of Texas, including particularly the Act. The City Manager and City Secretary are hereby authorized and directed to execute and attest, respectively, the 2020 Finance Contract. (b) All officers of the City are authorized to take such actions and to execute such documents, certificates and receipts as they may deem necessary and appropriate in order to consummate the delivery of the 2020 Finance Contract. (c) McCall, Parkhurst & Horton L.L.P., is hereby engaged as bond counsel for the City in connection with the authorization and delivery of the 2020 Finance Contract. The execution and delivery of an engagement letter between the City and such firm., with respect to such services as bond counsel, is hereby approved with such changes as may be approved by the Mayor and the Mayor is hereby authorized to execute such engagement letter. ARTICLE III SECURITY FOR THE CONTRACT PAYMENTS Section 3.01. Pledge of Surplus Revenues for Payment of the Contract Payments. (a) The Contract Payments are hereby secured by and payable from a pledge of the revenues of the City's combined waterworks and Sewer System remaining after payment of all operation and maintenance expenses thereof, and all debt service, reserve and other requirements in connection with all of the City's revenue bonds or other obligations (now or hereafter outstanding) that are payable from all or part of the net revenues of the City's Waterworks and Sewer System, constituting "Surplus Revenues." The -2- City shall deposit such Surplus Revenues -to the credit of the Payment Fund created pursuant to Section 6, to the extent necessary to pay the Contract Payments. (b) In each year in which Contract Payments are required to be made pursuant to the 2020 Finance Contract, the City shall: (i) shall transfer and deposit in the Payment Fund each month an amount of not less than 1/12th of the annual Contract Payments to be paid from Surplus Revenues until the amount on deposit in the Payment Fund equals the amount required for annual Contract Payments; (ii) shall establish, adopt and maintain an annual budget that provides for either the monthly deposit of sufficient Surplus Revenues, the monthly deposit of any other legally available funds on hand at the time of the adoption of the annual budget, or a combination thereof, into the Payment Fund for the payment of the Contract Payments; and (ill) shall at all times maintain and collect sufficient System rates and charges in conjunction with any other legally available funds that, after payment of the costs of operating and maintaining the System, produce revenues in an amount not less than the debt service requirements of all outstanding revenue bonds of the City and other obligations of the City which are secured in whole or in part by a pledge of revenues of the System and for which the City is budgeting the repayment of such obligations from the revenues of the System, or the Issuer shall provide documentation which evidences the levy of an ad valorem tax rate dedicated to the Payment Fund, in conjunction with any other legally available funds except System rates and charges, sufficient for the repayment of System debt service requirements. The City reserves the right, without condition or limitation, to issue other obligations secured in whole or in part by a parity lien on and pledge of the Surplus Revenues, for any purpose permitted by law. (c) Said Surplus Revenues and all amounts on deposit in or required hereby to be deposited to the Payment Fund are hereby pledged and committed irrevocably to the payment of the Contract Payments when and as due and payable in accordance with the 2020 Finance Contract and this Ordinance. (d) To the extent the City has other available funds which may be lawfully used to pay the Contract Payments and such funds are on deposit in the Payment Fund in advance of the time when the City Council adopts its annual budget, then the amount of Surplus Revenues which otherwise would be required to be budgeted pursuant to this Ordinance may be reduced to the extent and by the amount of such funds then on deposit in the Payment Fund. (e) If the liens and provisions of this Ordinance shall be released in a manner permitted by Article VI of the 2020 Finance Contract, then the collection of such Surplus Revenues may be suspended or appropriately reduced, as the facts may permit, and further deposits to the Payment Fund may be suspended or appropriately reduced, as the facts may permit. In determining the outstanding Principal Amount, there shall be subtracted the amount thereof that has been prepaid in accordance with the 2020 Finance Contract. ARTICLE IV CREATION OF FUNDS AND ACCOUNTS; DEPOSIT OF PROCEEDS; INVESTMENTS -3- Section 4.01. Creation of Funds. (a) The following limited special funds are hereby ordered to be established and maintained on the accounting books of the City: (i) the City of Anna, Texas, 2020 Finance Contract Payment Fund (the "Payment Fund"); and (ii) the City of Anna, Texas, 2020 Finance Contract Acquisition Fund (the "Acquisition Fund"). (b) The Payment Fund and the Acquisition Fund may be established as separately documented subaccounts within the City's existing bank accounts, which shall be maintained at an official depository of the City. Section 4.02. Payment Fund. (a) The Surplus Revenues budgeted for and collected pursuant to Section3.01 shallbe deposited to the credit of the Payment Fund at such times and in such amounts as necessary for the timely payment of the Contract Payments. (b) Money on deposit in the Payment Fund shall be used to pay the Contract Payments as such become due and payable. Section 4.03. Acquisition Fund. (a) Money on deposit in the Acquisition Fund, including investment earnings thereof, shall be used for the acquisition of the Equipment. (b) All amounts remaining in the Acquisition Fund after the acquisition of the Equipment, including investment earnings of the Acquisition Fund, shall be deposited into the Payment Fund, unless applicable law permits or authorizes all or any part of such funds to be used for other purposes. Section 4.04. Security of Funds. All moneys on deposit in the funds referred to in this Ordinance shall be secured in the manner and to the fullest extent required by the laws of the State of Texas for the security of public funds, and moneys on deposit in such funds shall be used only for the purposes permitted by this Ordinance. Section 4.05. Deposit of Proceeds. All amounts received on the Closing Date by the City under the 2020 Finance Contract shall be deposited to the Acquisition Fund, such moneys to be dedicated and used for the acquisition of the Equipment and costs related thereto. Section 4.06. Investments. (a) Money in the Payment Fund and the Acquisition Fund, at the option of the City, maybe invested in such securities or obligations as permitted under applicable law. IEAI (b) Any securities or obligations in which money is so invested shall be kept and held in trust for the benefit of the persons entitled to receive Contract Payments and shall be sold and the proceeds of sale shall be timely applied to the making of all payments required to be made from the fund from which the investment was made. (c) Interest and income derived from investment of any fund created by this Ordinance shall be credited to such fund. ARTICLE V REPRESENTATIONS AND COVENANTS Section 5.01. Representations and Covenants. (a) The City will faithfully perform at all times any and all covenants, undertakings, stipulations, and provisions contained in this Ordinance and in the 2020 Finance Contract; the City will promptly pay or cause to be paid the Contract Payments on the dates and at the places and manner prescribed in the 2020 Finance Contract; and the City will, at the times and in the manner prescribed by this Ordinance, deposit or cause to be deposited the amounts of money specified by this Ordinance. (b) The City is duly authorized under the laws of the State of Texas to execute and deliver the 2020 Finance Contract; all action on its part for execution and delivery of the 2020 Finance Contract has been duly and effectively taken; and the 2020 Finance Contract is and will be a valid and enforceable obligation of the City in accordance with its terms. (c) The City Council may make any changes in the description of the property listed on Schedule I to this Ordinance or of any component thereof whenever the City Council deems such changes to be necessary and appropriate and provided that the nature of the property after such changes will constitute qualified property eligible for financing under the Act and such changes shall not adversely affect the tax- exempt status of the Contract Payments. Section 5.02. Covenants Regarding Tax Exemption of Interest Paid Under the 2020 Finance Contract. (a) Covenants. The City covenants to take any action necessary to assure, or refrain from any action which would adversely affect, the treatment of the 2020 Finance Contract as obligations described in section 103 of the Internal Revenue Code of 1986, as amended (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 2020 Finance Contract or the proj ects financed therewith (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 Ordinance or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service on the 2020 Finance Contract, in contravention of section 141(b)(2) of the Code; -5- (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 2020 Finance Contract 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" which is "related" and not "disproportionate," within the meaning of section 141(b)(3) of the Code, to the governmental use; (3) to take any action to assure that no amount which is greater than the lesser of $5,000,000, or 5 percent of the proceeds of the 2020 Finance Contract (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 which would otherwise result in the 2020 Finance Contract 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 2020 Finance Contract 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 2020 Finance Contract, directly or- indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire investment property (as defined in section 148(b)(2) of the Code) which produces a materially higher yield over the term of the 2020 Finance Contract, other than investment property acquired with -- (A) proceeds of the 2020 Finance Contract invested for a reasonable temporary period of 3 years or less or, in the case of a refunding bond, for a period of 90 days or less until such proceeds are needed for the purpose for which the 2020 Finance Contract or refunding bond is 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 2020 Finance Contract; (7) to otherwise restrict the use ofthe proceeds ofthe 2020 Finance Contract or amounts treated as proceeds of the 2020 Finance Contract, as maybe necessary, so that the 2020 Finance Contract does not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage); (8) to refrain from using the proceeds of the 2020 Finance Contract or proceeds of any prior bonds to pay debt service on another issue more than 90 days after the date of issue of the 2020 Finance Contract 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 date of delivery of the 2020 Finance Contract) 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 2020 Finance Contract has been paid _6_ in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148(fl of the Code. (b) Rebate Fund. In order to facilitate compliance with the above covenant (8), a "Rebate Fund" is hereby established by the City for the sole benefit of the United States of America, and such fund shall not be subject to the claim of any other person, including without limitation the bondholders. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. (c) Proceeds. 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 2020 Finance Contract. 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. In the event that regulations or rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable to the 2020 Finance Contract, 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 2020 Finance Contract under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated which impose additional requirements which are applicable to the 2020 Finance Contract, 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 2020 Finance Contract under section 103 of the Code. In furtherance of such intention, the City hereby authorizes and directs the City Manager and Finance Director of the City to execute any documents, certificates or reports required by the Code and to make such elections, on behalf of the City, which may be permitted by the Code as are consistent with the purpose for the issuance of the 2020 Finance Contract. (d) Allocation Of, and Limitation On, Expenditures for the Project. The City covenants to account for the expenditure of sale proceeds and investment earnings to be used for the Equipment described in Schedule I of this Ordinance (the "Project") on its books and records in accordance with the requirements of the Internal Revenue 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 Project is 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 internal Revenue 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 of the 2020 Finance Contract, or (2) the date the 2020 Finance Contract is 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 2020 Finance Contract. 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 adversely affect the excludability for federal income tax purposes from gross income of the interest. (e) Disposition of Project. The City covenants that the property constituting the Pro j ect will not be sold or otherwise disposed in a transaction resulting in the receipt by the City of cash or other compensation, unless any action taken in connection with such disposition will not adversely affect the tax-exempt status of the 2020 Finance Contract. For purpose of the foregoing, the City may rely on an opinion of nationally -recognized bond counsel that the action taken in connection with such sale or other disposition will not adversely affect the tax-exempt status of the 2020 Finance Contract. For purposes of the foregoing, the portion of the property comprising personal property and disposed in the ordinary course shall -7- 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 an opinion that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. (f) Reimbursement for Cost of Equipment. The City expects to pay for the acquisition of the Equipment prior to the delivery of the 2020 Finance Contract and hereby finds and declares that the reimbursement of the City for the payment of such cost will be appropriate and consistent with the lawful objectives of the City and, as such, chooses to declare its intention., in accordance with the provisions of Section 1.150-2 of the Treasury Regulations, to reimburse itself for such payment at such time as it delivers the 2020 Finance Contract. Delivery of the 2020 Finance Contract shall occur no later than 18 months after the later of (1) the date the expenditures are paid or (2) the date on which the property, with respect to which such expenditures were made, is placed in service, but in any event no more than three years after the date the payment which is to be reimbursed was paid. [Execution Page Follows] -8- SCBEDULE.I Equipment To Be Acquired Description.. Vactor Combination Sewer Cleaner Truce PASSED, APPROVED AND EFFECTIVE this September 22, 2020. Nate Pike, Mayor ATTEST: qa�'e daad 'r4 Carrie Land, City Secretary Signature Page to AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, AUTHORIZING THE EXECUTION AND DELIVERY OF A FINANCE CONTRACT FOR THE ACQUISITION OF VACTOR COMBINATION SEWER CLEANER TRUCK, PROVIDING FOR THE SECURITY FOR PAYMENT THEREOF, AND ENACTING OTHER PROVISIONS RELATED THERETO FINANCE CONTRACT 2020 between INDEPENDENT BANK McKinney, Texas and CITY OF ANNA, TEXAS Dated as of October 13, 2020 TABLE OF CONTENTS ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION Section 1.01. Definitions.............................................................. 1 Section 1.02. Interpretative Matters ..................................................... 2 ARTICLE H REPRESENTATIONS AND WARRANTIES Section 2.01. Representations and Warranties of Cify ........ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Section 2.02. Representations and Warranties of Bank ...................................... 3 ARTICLE III THE LOAN; REPAYMENT OF THE LOAN Section 3.01. Financing the Loan ....................................................... 3 Section 3.02. Conditions to Closing ..................................................... 3 Section 3.03. Repayment Terms ........................................................ 4 Section 3.04. Prepayment............................................................. 4 Section 3.05. Source of Payment....................................................... 5 ARTICLE IV DEFAULT AND REMEDIES Section 4.01. Events of Default........................................................ 5 Section 4.02. Remedies for Default ..................................................... 5 Section 4.03. Remedies Not Exclusive ................................................... 5 ARTICLE V DISCHARGE Section 5.01. Dischargeby Payment .................................................... 6 ARTICLE VI MODIFICATION OF DOCUMENTS Section 6.01. Amendments Require Written Consent of Parties ............................... 6 31 ARTICLE VII MISCELLANEOUS Section 7.01. Term of Agreement....................................................... 6 Section 7.02. Reports ................................................................. 6 Section7.03. Notices................................................................ 6 Section 7.04. Binding Effect; Assignment; Record of Ownership .............................. 7 Section 7.05. Entire Agreement........................................................ 7 Section 7.06. Payment of Costs ........................................................ 8 Section 7.07. S everability............................................. 0 ............... 8 Section 7.08. Counterparts............................................................ 8 Section 7.09. Applicable Law .......................................................... 8 ATTACHMENTA ..................................... :.......................... A-1 ATTACHMENTB................................................................ B-1 I FINANCE CONTRACT 2020 This FINANCE CONTRACT 2020 (the "Finance Contract"), dated as of October 13, 2020, is between INDEPENDENT BANK, MCKINNEY, TEXAS (the "Bank"), and CITY OF ANNA, TEXAS (the licityfl) WITNESSETH: WHEREAS, the City is authorized, pursuant to the Public Property Finance Act, Chapter 271, Subchapter A, Local Government Code, as amended (the "Act"), to execute, perform and make payments under a contract for the acquisition of personal property for authorized municipal purposes, or the financing thereof; WFIEREAS, this City Council has found and determined that it is necessary and in the best interests of the City to finance the acquisition of equipment described on Attachment A hereto (the "Equipment") through the execution and delivery of this Finance Contract; and WHEREAS, the Bank has offered to provide financing for the acquisition of the Equipment; NOW, TIEREFORE, in consideration of the premises and other good and valuable consideration and the mutual benefits, covenants and agreements herein expressed, the Bank and the City agree as follows: ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION Section 1.01. Definitions. The capitalized terms used in this Finance Contract shall have the following respective meanings unless the context otherwise requires: "Business Day" - Any day, other than a Saturday, Sunday, or legal holiday, on which the offices of the Bank are not required or authorized by law or executive order to be closed. "City Documents" - Collectively, this Finance Contract and the 2020 Ordinance. "Closing" - The delivery of this Finance Contract and the advancement of the funds by the Bank as described in Section 3.01. "Closing Date" - October 15, 2020, or such other date mutually agreeable to the City and the Bank. "2020 Ordinance" - Ordinance No. 879-2020 of the City, which approves this Finance Contract and pledges surplus revenues of the City's waterworks and sewer system in support of the City's obligation to make the Contract Payments required to be paid under this Finance Contract. "Contract Payments" - The payments required by Section 3.03 to be made by the City in payment of the principal and interest due under this Finance Contract. "Event of Default" - Event of Default shall have the meaning set forth in Section 4.01. "Payee" - The Bank and any other party that has been assigned, transferred or granted rights to payment hereunder in accordance with Section 7.04. "Payment Fund" - The Payment Fund established in the 2020 Ordinance. "Principal Amount" - The amount specified as such on Attachment B . "State" - The State of Texas. Section 1.02. Interpretative Matters. (a) Whenever the context requires: (i) references in this Finance Contract of the singular number shall include the plural and vice versa; and words denoting gender shall be construed to include the masculine, feminine, and neuter. (b) The table of contents and the titles given to any article or section of this Finance Contract are for convenience of reference only and are not intended to modify the meaning of the article or section. ARTICLE II REPRESENTATIONS AND WARRANTIES Section 2.01. Representations and Warranties of City. The City represents and warrants to the Bank, the following: (a) the City is a duly incorporated home -rule municipality operating and existing under the general laws and Constitution of the State and has full power and authority to execute, deliver, and perform its obligations under the City Documents; (b) the City has duly adopted the 2020 Ordinance and has duly authorized the execution and delivery of this Finance Contract and all actions required to perform its obligations thereunder; (c) the 2020 Ordinance has not been amended or rescinded, and is in full force and effect; this Finance Contract has been duly executed and delivered by the City; (d) the authorization, execution, delivery, and performance by the City of and compliance with the City Documents are authorized by the general laws of the State and do not violate the Texas Constitution or any general laws of the State nor conflict with the same, or conflict with, or constitute or result in a breach of or default under, any existing court or administrative regulation, rule, decree, or order or any agreement, indenture, mortgage, lease, note, or other instrument by which the City is or may be bound; (e) the City agrees to take such action, or to refrain from such action, as necessary to satisfy the covenants, representations and provisions set forth in Section 5.02 of the 2020 Ordinance. Moreover, in the event that the Internal Revenue Code of 1986 (the "Code") is amended, or regulations or rulings are hereafter promulgated which impose additional requirements applicable to the Finance Contract or in the event that it is determined by a court of applicable jurisdiction that this Finance Contract fails to comply with the terms of the Code, then the City agrees to take steps necessary to comply with the requirements of the Code so as to preserve the exemption from federal income taxation of interest paid under this Finance Contract; and (f) there is no action, suit, proceeding, inquiry, or investigation, at law or in equity, or before or by any court, public board, or body, pending or, to the best knowledge of the City, threatened: (i) challenging the validity of, or seeking to enjoin the performance by the City of its obligations under the City Documents; or (ii) against or affecting the City (nor to the best knowledge of the City is there any basis therefor) wherein an unfavorable decision, ruling, or finding would materially and adversely affect any of the transactions contemplated by the City Documents or might result in any material adverse change in the business, properties, condition, financial or otherwise, or operations of the City. Section 2.02. Representations and Warranties of Bank. The Bank represents and warrants to the City, the following: (a) The Bank is a state banking association duly organized and existing under the banking laws of the State, and has all necessary power and authority to enter into and perform this Finance Contract. (b) The Bank has taken all actions required to authorize and execute this Finance Contract and to perform its obligations hereunder and the execution, delivery and performance by the Bank of and compliance with the provisions of this Finance Contract will not conflict with any existing law, regulation, rule, decree or order or any agreement or other instrument by which the Bank is bound. ARTICLE III THE LOAN; REPAYMENT OF THE LOAN Section 3.01. Financing the Loan. Subject to the terms and conditions set forth in this Finance Contract, including without limitation the conditions set forth in Section 3.02, and for and in consideration of the payment by the City of its obligations under this Finance Contract and the covenants and agreements herein contained, the Bank will, on the Closing Date, advance to and for the sole use and benefit of the City an amount equal to the Principal Amount for the exclusive purpose of providing funds to the City for the acquisition of the Equipment and paying the costs related thereto. Section 3.02. Conditions to Closing. The obligation of the Bank to make the advance pursuant to Section 3.01 hereof shall be subject to the following conditions: (a) The representations of the City shall be true, complete and correct in all material respects on the date hereof and on and as of the Closing Date as if made on the Closing Date; (b) At the time of Closing, the City Documents shall be in full force and effect and shall not have been amended or supplemented except as may have been agreed to in writing by the Bank; (c) The City is not in default with respect to its outstanding obligations including, without limitation, its obligations under the City Documents; and (d) At or prior to the Closing, the Bank shall have received each of the following documents: (i) This Finance Contract executed by the authorized officers of the City, with such changes or amendments as may have been approved by the Bank; (ii) The 2020 Ordinance certified by the City Secretary of the City as having been duly adopted by the City Council of the City, with such changes or amendments as may have been approved by the Bank; and (iii) A certificate, dated the Closing Date, executed by the authorized officials of the City, to the effect that (A) the representations and warranties of the City contained in this Finance Contract are true and correct on the date hereof and on and as of the Closing Date as if made on the Closing Date; (B) the 2020 Ordinance and this Finance Contract are in full force and effect and have not been amended or supplemented except as may have been approved in writing by the Bank; (C) the City is not in default with respect to any of its outstanding obligations; and (D) except as may be described in such certificate, no litigation is pending or, to the best of their knowledge, threatened in any court to restrain or en j oin the execution and delivery of this Finance Contract, or the levy and collection of the ad valorem taxes levied pursuant to the 2020 Ordinance or the pledge thereof, or contesting or affecting the adoption and validity of the 2020 Ordinance or the authorization, execution and delivery of the City Documents, or contesting the powers of the City Council of the City. Section 3.03. Repayment Terms. (a) The City agrees to pay to the Bank in immediately available funds from the sources hereinafter described in Section 3.05 the outstanding Principal Amount and accrued interest thereon on the dates and in the amounts set forth on Attachment B; provided, that in the event the City prepays a portion of the outstanding Principal Amount, the interest payments set forth on Schedule B shall be revised accordingly. Such payments shall be made to the Bank at the address set forth in Section 7.03. (b) Interest on the outstanding Principal Amount shall accrue and shall be calculated at the per annum rate set forth on Attachment B for the actual number of days elapsed on the basis of a 360-day year. (c) If the regularly scheduled due date for a payment hereunder is not a Business Day, the due date for such payment shall be the next succeeding Business Day, and payment made on such succeeding Business Day shall have the same force and effect as if made on the regularly scheduled due date. Section 3.04. Prepay. The City reserves the right to prepay the outstanding Principal Amount as a whole, or in part, and, if in part, the particular principal installments or portions thereof, to be prepaid shall be selected and designated by the City, at a prepayment price equal to the principal amount to be prepaid plus accrued interest to the date fixed for prepayment: The City shall give 20 days written notice to the Bank of any such prepayment. Such notice shall set forth the date of prepayment and, if less than all of the outstanding Principal Amount is to be prepaid, the amount and principal installments, or portions thereof, to be prepaid. Section 3.05. Source of Pavment. (a) The City has provided in the 2020 Ordinance for the creation and establishment of an Payment fund (the "Payment Fund") as a separate trust fund or account for the payment of the Contract Payments. All Surplus Revenues collected by the City pursuant to the 2020 Ordinance shall be deposited into the Payment Fund and used solely for the payment of the Contract Payments. All amounts now or at any time hereafter on deposit in the Payment Fund, including the investment earnings thereof, are hereby pledged to the payment of the Contract Payments. (b) The City warrants that, by the 2020 Ordinance, it has lawfully pledged revenues of its waterworks and sewer system that are sufficient in amount to make the Contract Payments when due and payable under this Finance Contract. ARTICLE IV DEFAULT AND REMEDIES Section 4.01. Events of Default. Each of the following occurrences or events for the purpose of this Finance Contract is hereby declared to be an Event of Default: (a) the failure to make payment ofprincipal or interest hereunder when the same becomes due and payable; or (b) default in the performance or observance of any non -monetary covenant, agreement or obligation of the City, the failure to perform which materially, adversely affects the rights of the Bank, including, but not limited to, its prospect or ability to be repaid in accordance with this Finance Contract, and the continuation thereof for a period of 60 days after notice of such default is given by the Bank to the City. Section 4.02. Remedies for Default. Upon the happening of any Event of Default, then and in every case, the Bank may proceed against the City for the purpose of protecting and enforcing its rights under this Finance Contract, by mandamus or other suit, action or special proceeding in equity or at law, in any court of competent jurisdiction, for any relief permitted by law, including the specific performance of any covenant or agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or in violation of any right of the registered owner hereunder or any combination of such remedies. Section 4.03. Remedies Not Exclusive. (a) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity; provided, however, that notwithstanding any other provision of this Finance Contract, the right to accelerate payments due under this Finance Contract shall not be available as a remedy under this Finance Contract. (b) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other available remedy. (c) By accepting the delivery of this .Finance Contract, the Bank agrees that the certifications required to effectuate any covenants or representations contained in this Finance Contract do not and shall never constitute or give rise to a personal or pecuniary liability or charge against the officers, employees or trustees of the City. ARTICLE V DISCH.A►.RGE Section 5.01. Discharge by Payment. when all Contract Payments have been paid in full or when the City has made payment to the Bank of the whole amount due or to become due hereunder (including all interest that has accrued or that may accrue to the date of maturity or prepayment, as applicable), the liens of this Finance Contract shall be discharged and released, and the Bank, upon receipt of a written request by the City and the payment by the City of the expenses with respect thereto, shall discharge and release the lien of this Finance Contract and execute and deliver to the City such releases or other instruments as shall be requisite to release the lien hereof. ARTICLE VI MODIFICATION OF DOCUMENTS Section 6.01. Amendments Require written Consent of Parties. This Finance Contract may not be amended without the written consent of the City and the Bank, and the City may not amend the 2020 Ordinance without the prior written consent of the Bank. ARTICLE VII MISCELLANEOUS Section 7.01. Term of A reement. This Finance Contract shall become effective upon the Closing and shall continue in full force and effect until all obligations -of the City under this Finance Contract have been fully paid. Section 7.02. Reports. The City agrees to provide to the Bank: (a) A copy of the City's annual audited financial statements within 270 days of the end of each fiscal year or at such time thereafter as such audited financial statements are approved by the City Council. (b) A copy of the City's annual budget within 60 days of the City Council's adoption thereof. (c) Upon written request, such other financial information regarding the City that the Bank may reasonably request from time to time. Section 7.03. Notices. (a) All notices, certificates, or other communications required by or made pursuant to this Finance Contract shall be in writing and given by certified or registered United States mail, return receipt requested, addressed as follows: (i) if to the Bank: Independent Bank P.O. Box 37 Anna, Texas 75409 Attention: Johnny Bratcher 6 (ii) if to the City: City of Anna 111 North Powell Parkway Anna, Texas 75409-0776 Attention: City Manager (iii) if to any Payee other than the Bank, at the address reported to the City pursuant to Section 7.04. (b) The City, the Bank may designate any further or different addresses to which subsequent notices shall be sent. (c) Except as otherwise provided by this Finance Contract, any communication delivered by mail in compliance with this section is deemed to have been given as of the date of deposit in the mail. (d) A provision of this Finance Contract that provides for a specific method of giving notice or otherwise conflicts with this section supersedes this section to the extent of the conflict. Section 7.04. Binding Effect; Assignment; Record of Ownership. (a) This Finance Contract shall (i) be binding upon the City, its successors and assigns, and (ii) inure to the benefit of and be enforceable by the Bank and its successors, transferees and assigns; provided that the City may not assign all or any part of this Finance Contract without the prior written consent of the Bank. The Bank may assign, transfer or grant participations in all or any portion of this Finance Contract, or any of its rights or security hereunder; provided that any such assignment, transfer or grant shall: (i) comply with the provisions of subsection (b) of this Section and (ii) shall be made only to a financial institution whose primary business is the lending of money. (b) The Bank and any subsequent Payee shall notify the City of any assignment or transfer pursuant to subsection (a), above, and shall provide the City with the name and address of the person or entity to whom such assignment, transfer or grant is made. (c) The City shall maintain a record of ownership interests in this Finance Contract and the right to receive payment hereunder, including all assignments and transfers made pursuant to subsection (a), above. Section 7.05. Entire Agreement. The City Documents contain the entire agreement between the parties, and there are no other representations, endorsements, promises, agreements, or understandings, oral or written, express or implied, between the City and the Bank. Section 7.06. Payment of Costs. The City shall pay the expenses incident to the preparation, execution and delivery of, and performance of the City's and Bank's respective obligations under, this Finance Contract, including but not limited to fees and expenses of legal counsel. Section 7.07. Severability. If any part of this Finance Contract is ruled invalid or unenforceable by a court of competent jurisdiction, the invalidity or unenforceability thereof shall not affect the remainder of this Finance Contract. Section 7.08. Counterparts. This Finance Contract may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same document. Section 7.09. Applicable Law. This Finance Contract shall be governed in all respects, whether as to validity, construction, performance, or otherwise, by the laws of the State and, if applicable, federal law. Section 7.10. No Boycott of Israel. The Bank represents that, to the extent this Finance Contract constitutes a contract for goods or services within the meaning of Section 2271.002 of the Texas Government Code, as amended, solely for purposes of compliance with Chapter 2271 of the Texas Government Code, and subject to applicable federal law, neither the Bank, nor any wholly owned subsidiary, majority -owned subsidiary, parent company, or affiliate of the Bank (i) boycotts Israel; or (ii) will boycott Israel during the term of this Agreement. The terms "boycotts Israel" and "boycott Israel" as used in this paragraph have the meanings assigned to the term "boycott Israel" in Section 808.001 of the Texas Government Code, as amended. Section 7.11. Iran, Sudan and Foreign Terrorist Organizations. Section 2252.151 of the Texas Government Code defines a "governmental contract" as a contract awarded by a governmental entity for general construction, an improvement, a service, or a public works project or for a purchase of supplies, materials, or equipment, and provides that the term includes a contract to obtain a professional or consulting service subject to Chapter 2254 of the Texas Government Code. The Bank represents that, as of the date of this Finance Contract, to the extent this Finance Contract constitutes a governmental contract within the meaning of Section 2252.151 of the Texas Government Code, as amended, solely for purposes of compliance with Chapter 2252 of the Texas Government Code, and except to the extent otherwise required by applicable federal law, neither the Bank nor any wholly owned subsidiary, majority -owned subsidiary, parent company, or affiliate ofthe Bank is an entity listed by the Texas Comptroller ofPublic Accounts under Sections 806.051, 807.051, or 2252.153 of the Texas Government Code. The term "foreign terrorist organization" in this paragraph has the meaning assigned to such term in Section 2252.151 of the Texas Government Code. Section 7.12 Disclosure of Interested Parties. Submitted herewith is a completed Form 1295 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 Bank, and the City agrees to acknowledge such form with the TEC through its electronic filing application not later than the 3 Oth day after the receipt of such form. The City and the Bank 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 Bank; and, neither the City nor its consultants have verified such information. (Execution Page Follows) IN WITNESS WHEREOF, the parties hereto have caused this Finance Contract to be executed and attested by their respective duly authorized officers as of the date first above written. INDEPENDENT BANK By: Title: ATTEST: Imo/ I �l f1i' CI1 Lm ATTEST: Carrie Land, City Secretary [BANK SEAL] [CITY SEAL] ATTACHMENT A Descdption of Egj#Mment Vactor Combination S ewer Cleaner Truck A-1 Attachment B Principal Amount and Repayment Terms Disbursement Date:10/15/2020 City of Anna Calculation Method: 365/360 U.S. Rule Interest Rate: 3.73% Public Entity Date Payment Number , interest Principal Total Pa�yrnent Balances ORIGINAL BAL $ _ $ - $ - $ 441,360,00 11/15/20 1 $ 1,417.62 $ 50,617.54 $ 52,035.16 $ 3900742.46 11/15/21 2 $ 14,777.12 $ 37,258.04 $ 52,035.16 $ 353,484.42 11/15/22 3 $ 13,368.09 $ 38,667.07 $ 52,035.16 $ 314,817.35 11/15/23 4 $ 11,905.78 $ 40,129.38 $ 52,035.16 $ 274,687.97 11/15/24 5 $ 10,416.63 $ 41,618.53 $ 52,035.16 $ 233,069.44 11/15/25 6 $ 8,814.23 $ 43,220.93 $ 52,035.16 $ 189,848.51 11/1S/26 7 $ 7,179.70 $ 44,855.46 $ 52,035.16 $ 1440993.05 11/15/27 8 $ 5,483.36 $ 46,551.80 $ 52,035.16 $ 98,441.25 11/15/28 9 $ 3,733.06 $ 48,302.10 $ 52,035.16 $ 50,139.15 11/15/29 10 $ 1,896.17 $ 50,139.15 $ 52,035.32 $ - CALENDAR 2029 $ 78,991.76 $. 441,360.00 $ 520,351,76 $ GRAND TOTALS $ 78,991.76 $ 441,360.00 $ 520,351.76 $ - 11 CERTIFICATE FOR ORDINANCE We, the undersigned officers of the City of Anna, Texas, hereby certify as follows: 1. The City Council of said City convened in Regular Session on the 13' day of October, 2020, at the scheduled meeting place thereof, and the roll was called of the duly constituted officers and members of said City Council, to -wit: Nate Pike, Mayor Lee Miller, Mayor Pro Tem John Beazley, Deputy Mayor Pro-Tem Nathan Bryan, Council Member Kevin Toten, Council Member Josh Vollmer, Council Member Vacant, Council Member Jim Proce, City Manager Carrie L. Smith, City Secretory and all of said persons were present, except j2 , thus constituting a quorum. Whereupon, among er business, th4Yfoll8wing was transacted at said meeting: a written Ordinance entitled "AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, AUTHORIZING THE EXECUTION AND DELIVERY OF A FINANCE CONTRACT FOR THE ACQUISITION OF VACTOR COMBINATION SEWER CLEANER TRUCK, PROVIDING FOR THE SECURITY FOR PAYMENT THEREOF, AND ENACTING OTHER PROVISIONS RELATED THERETO." was duly introduced for consideration and passage. It was then duly moved and seconded that said Ordinance be passed; and, after due discussion, said motion, carrying with it the passage of said Ordinance, prevailed and carried by the following vote: AYES: NOES: O ABSTENTIONS: D 2. A true, full and correct copy of the aforesaid Ordinance passed at the meeting described in the above and foregoing paragraph is attached to and follows this Certificate; said Ordinance has been duly recorded in the official minutes of said City Council; the above and foregoing paragraph is a time and coi ect excerpt from said minutes of said meeting pertaining to the passage of said Ordinance; the persons named in the above and foregoing paragraph, at the time of said meeting and the passage of said Ordinance, were the duly chosen, qualified and acting members of said City Council as indicated therein; each of said officers and member was duly and sufficiently notified officially and personally in advance, of the time, place and purpose of the aforesaid meeting and that said Ordinance would be introduced and considered for passage at said meeting; and said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Chapter 551, Texas Government Code. 3. That the Mayor of said City has approved and hereby approves the aforesaid Ordinance; that the Mayor and the City Secretary of said City have duly signed said Ordinance; and that the Mayor and the City Secretary of said City hereby declare that their signing of this Certificate shall constitute the signing of the attached and following copy of said Ordinance for all purposes. SIGNED AND SEALED THE 13 TH DAY OF OCTOBER, 2020. ATTEST: s Carrie Land, City Secretary llod�7 - Nate Pike, Mayor itits #1/111'f � OF AAV 'f%, 1 .r r ° = (SEAL) 11 I I i ! 1 SrlX1-00 CERTIFICATE FOR AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, AUTHORIZING THE EXECUTION AND DELIVERY OF A FINANCE CONTRACT FOR THE ACQUISITION OF VACTOR COMBINATION SEWER CLEANER TRUCK, PROVIDING FOR THE SECURITY FOR PAYMENT THEREOF, AND ENACTING OTHER PROVISIONS RELATED THERETO. ACCOUNT INDEPENDENT BANK ANNA BRANCH 1427 WEST WHITE STREET ANNA, TX 75409 (972) 924-33 61 Agreement Date: 10 / 0 9 / 2 0 By: KNIGHTON HEATHER V ❑ EXISTING Account -This agreement replaces previous agreement(s). ❑ This is a Temporary account agreement. Account Description: SMALL BUSINESS CHKG P9 Checking ❑ Savings ❑ NOW ❑ Initial Deposit $ Source: Ownership of Account - CONSUMER Purpose ❑ The types of accounts provided by Texas law have been disclosed on the separate Single -Party or Multiple -Party Account Selection Form Notice (Selection Form Notice), on which the undersigned have initialed to designate the ownership type selected. The undersigned acknowledge(s) receipt of a copy of the completed Selection Form Notice. Ownership of Account - BUSINESS Purpose ❑ Sole Proprietorship ❑ Single -Member LLC ❑ LLC (LLC tax classification: ❑ C Corp ❑ S Corp ❑ C Corporation ❑ S Corporation © Pub 1iC Funds Business: Additional Information: ❑ Partnership ❑ Partnership] ❑Non -Profit Backup Withholding Certifications (Non-"U.S. Persons"- Useseparate formW8] © By signing at right, I, A lam r certify under penalties of perjury that the statements made in this section are true. 0 TIN: 75 -16 8 042 0 The Taxpayer Identification Number (TIN) shown is my correct taxpayer identification number. © Not Subject to Backup Withholding. I am NOT subject to backup withholding either because I have not been notified that I am subject to backup withholding as a result of a failure to report all interest or dividends, or the Internal Revenue Service has notified me that I am no longer subject to backup withholding. ❑ Exempt Recipient. I am an exempt recipient under the Internal Revenue Service Regulations. Exempt payee code (if any) FATCA Code. The FATCA code entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. U.S. Person. I am a U.S. citizen or other U.S. person (as defined in the instructions). AGREEMENT Account n Number: 1200822920 _ L1 Account Owner(s) Name & Address (%CITY OF .ANNAA. ORDINANCE NO. 4311 -2020 EfN ACQUISITION FUND PO BOX 776 ANNA TX 75409 Signature(s). The undersigned certifies the accuracy of the information he/she has provided and acknowledges receipt of a completed copy of this form. The undersigned authorizes the financial institution to verify credit and employment history and/or have a credit reporting agency prepare a credit report on the undersigned, as individuals. The undersigned also acknowledge the receipt of a copy and agree to the terms of the following agreement(s) and/or disclosure(s): © Terms & Conditions [3 Truth in Savings Funds Availability © Electronic Fund Transfers 0 Privacy ❑ Substitute Checks © Common Features ❑ The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding. ALAN EDWARD GUARD I.D. # 36488987 p 09 11/60 s#: 457-27-3122 (2): AMES ' JOSEP OCE I.D. 35130 D.O.B. 12/09/60 ss#: 068-60-4962 (3): X LEE R MILLER I.D. # 22687999 D.O.B. 03 19/67 a : 226-04-4529 ;Z 0 (4): X NATHAN A PIKE I.D. # 17315708 D, B. 05/06181 sS4f: - - ❑ The person(s) named below are Convenience Signers only (not owners) IX I.D. # Other ss#: IX I.D. # Other Signature Card -TX Bankers Systems"A VMP® MPSC-LAZ-TX 1/16/2016 Wolters Kluwer Financial Services © 2016 Page 1 of 1 Date: 10/09/20 J� Financial Institution Account Title &Address ar INDEPENDENT BANK CITY OF ANNA �' v ANNA BRANCH ORDINANCE N0. 77 -2020 1427 WEST WHITE STREET ACQUISITION FUND ANNA, TX 75409 (972) 924-3361 PO BOX 776 �� ANNA TX 75409 i••I,-V*M This Addendum is incorporated into and made a part of the document described as follows (the "Agreement"): Signature Card Addendum (for example, "Account Agreement") dated: 10 / 0 9/ 2 0 , relating to account numbers): 1200822920 . ❑ Beneficiary Information and/or ❑ Additional Terms El Signature Addendum. The following signatures are added to and supplement the signatures provided on the Agreement. The undersigned agree to the terms of the Agreement, and all terms and disclosures acknowledged on the Agreement. ❑ Amendment Signatures. This Addendum amends the Agreement. The undersigned agree to the additional terms or information above. This Addendum overrides any conflicting terms of the Agreement. CARR I E LYNN LAND Date ID#: 13758278 DOB: 03/10/70 SS#: 465-65-2241 Date Date ID#: SS#: Date DOB: Date Date Signature/Terms Addendum SIG-ADD-DEP 1 /1 /2019 2007, 2010 Wolters Kluwer Financial Services, Inc. (1901).00 All rights reserved. Page 1 of 1 EIN ## 75-1680420 Account # 1200822920 If "not applicable" is listed in section c, please select reason below (Bank may require documentation proving entity meets criteria): ❑ All owners have less than 25% ownership (a controlling person is still required in section D) ❑ Entity listed on NY, American, or NASDAQ Stock Exchange or subsidiary that is at least 51 % owned by listed company (Attach document showing company name and stock ticker symbol) ❑ Non-profit organization (a controlling person is required in section D) ❑ Bank Holding Company or Financial Institution f -X-1 U.S., State Departments or local Government Agencies (includes Tribal Government, non - casino) ❑ Employee Benefit Plans formed under ERISA ❑ Pooled Investment Vehicles Operated or Advised by an Excluded financial institution; Non - excluded Pooled Investment Vehicles must list person in section d ❑ State regulated insurance company ❑ Issuers of a class of securities under Section 12 of Securities Exchange Act ❑ Investment Companies or Advisors registered with SEC ❑ Public Accounting Firms registered under section 102 of Sarbanes-Oxley Act ❑ Financial Market Utility designated by the FSOC ❑ Trust that is not filed with the state ❑ Memorial, estate, sole proprietorship, or other unincorporated association (signed certification not required) Initial Certification I, AIAN GUAR (name of natural person opening account), hereby calify, to the best of my knowledge, that the information provided above is complete and correct. I also agree to notify the financial institution of any changes to the above information so long as the relationship and/or account is maintained by the institution. Signature AIAN Re -Certification 10 ►sl��a Date Re -Certification #1 (only to be used when the above information is still current and is being re -certified) I(name of natural person opening account), hereby certify, to the best of my knowledge, that the information provided above is complete and correct. I also agree to notify the financial institution of any changes to the above information so long as the relationship and/or account is maintained by the institution. Signature Date Re -Certification #2 (only to be used when the above information is still current and is being re -certified) 12 (name of natural person opening account), hereby certify, to the best of my knowledge, that the information provided above is complete and correct. I also agree to notify the financial institution of any changes to the above information so long as the relationship and/or account is maintained by the institution. Signature Date JHA MCTXO 1 05/18 IIIIYdN�IIIVII�IIVYIII�IYI��IIIIIIIIIII�IIII�����IIV1119n�VIVII�IIIIIVIIIIIIIINAhII�III�VIIIIIIIVII�IIIn�I�IIIIIIIII�IIYIIIIIIII�IIVIIIn��IIIII�II�IIIIIInIIIIIIIII�YIVIIIIIVUIIII Corporate Authorization Resolution A°°t cs, INDEPENDENT BANK 1427 WEST WHITE STREET ANNA, TX 75409 Referred to in this document as "Financial Institution " By: CITY OF ANNA ORDINANCE N0. -2020 ACQUISITION FUND PO BOX 776 A ANNA TX 75409 Referred to in this document as "Corporation" I, CARRIE LYNN LAND , certify that I am Secretary (clerk) of the above named corporation organized under the laws of TEXAS , Federal Employer I.D. Number 7 5 -16 8 042 0 , engaged in business under the trade name of CITY OF ANNA , and that the resolutions on this document are a correct copy of the resolutions adopted at a meeting of the Board of Directors of the Corporation duly and properly called and held on OCTOBER 0 9 , 2020 (date). These resolutions appear in the minutes of this meeting and have not been rescinded or modified. Agents, Any Agent listed below, subject to any written limitations, is authorized to exercise the powers granted as indicated below: Name and Title or Position A LAN E GUARD, INT FINANCE DIR B JAMES J PROCE, CITY MANAGER C LEE R MILLER, MAYOR PRO TERM DNATHAN A PIKE, MAYOR E CARRIE L LAND, SECRETARY F. X Signature 94 X 94 94 Facsimile Signature (if used) Corporation Authorization 12) (06 VMPC158 Bankers Systems Tu VMP® CA-1 8 (08 16 Wolters Kluwer Financial Services © 2016 Page 1 of 4 Powers Granted. (Attach one or more Agents to each power by placing the letter corresponding to their name in the area before each power. Following each power indicate the number of Agent signatures required to exercise the power.) Indicate A, B, C, Description of Power Indicate number D, E, and/or F of signatures required A, B (1) Exercise all of the powers listed in this resolution. 1 (2) Open any deposit or share account(s) in the name of the Corporation. C , D , E (3) Endorse checks and orders for the payment of money or otherwise 1 withdraw or transfer funds on deposit with this Financial Institution. (4) Borrow money on behalf and in the name of the Corporation, sign, execute and deliver promissory notes or other evidences of indebtedness. (5) Endorse, assign, transfer, mortgage or pledge bills receivable, warehouse receipts, bills of lading, stocks, bonds, real estate or other property now owned or hereafter owned or acquired by the Corporation as security for sums borrowed, and to discount the same, unconditionally guarantee payment of all bills received, negotiated or discounted and to waive demand, presentment, protest, notice of protest and notice of non-payment. (6) Enter into a written lease for the purpose of renting, maintaining, accessing and terminating a Safe Deposit Box in this Financial Institution. A, B (7) Other: 1 Enter into agreements for additional night depository.& Limitations on Powers. Treasury Management related services. The following are the Corporation's express limitations on the powers granted under this resolution. Resolutions The Corporation named on this resolution resolves that, (1) The Financial Institution is designated as a depository for the funds of the Corporation and to provide other financial accommodations indicated in this resolution. (2) This resolution shall continue to have effect until express written notice of its rescission or modification has been received and recorded b the Financial Institution. Any and all prior resolutions adopted by the Board of Directors • y Q of this corporation's of the Corporation and certified to the Financial Institution as governing the operation p account(s), are in full force and effect, until the Financial Institution receives and acknowledges an express written notice of its revocation, modification or replacement. Any revocation, modification or replacement of a resolution must be accompanied by documentation, satisfactory to the Financial Institution, establishing the authority for the changes. (3) The signature of an Agent on this resolution is conclusive evidence of their authority to act on behalf of the Corporation. Any Agent, so long as they act in a representative capacity as an Agent of the Corporation, is authorized to make any and all other contracts, agreements, stipulations and orders which they may deem advisable for the effective exercise of the powers indicated on page one, from time to time with the Financial Institution, subject to any restrictions on this resolution or otherwise agreed to in writing. Corporation Authorization VMPC158 (0612) Bankers Systems Tm VMP® CA-1 2016 Wolters Kluwer Financial Services O 2016 Paggee 2 of 4 Effect on Previous Resolutions. This resolution supersedes resolution dated completed, all resolutions remain in effect. Certification of Authority . If not I further certify that the Board of Directors of the Corporation has, and at the time of adoption of this resolution had, full power and lawful authority to adopt the resolutions stated above and to confer the powers granted above to the persons named who have full power and lawful authority to exercise the same. (Apply seal below where appropriate.) ❑ If checked, the Corporation is a non-profit corporation. In Witness Whereof, I have subscribed my name to this document and affixed the seal of the Corporation on (date). Secretary For Financial Institution Use only a41. � g 7 /; LZ..' Attest by One Other Officer Acknowledged and received on ❑ This resolution is superseded by resolution dated Comments: (date) by (initials) Corporation Authorization VMPC158 (0612) Bankers Systems Tu VMP® CA-1 3/1 /2016 Wolters Kluwer Financial Services © 2016 Page 4 of 4 (4) All transactions, if any, with respect to any deposits, withdrawals, rediscounts and borrowings by or on behalf of the Corporation with the Financial Institution prior to the adoption of this resolution are hereby ratified, approved and confirmed. (5) The Corporation agrees to the terms and conditions of any account agreement, properly opened by any Agent of the Corporation. The Corporation authorizes the Financial Institution, at any time, to charge the Corporation for all checks, drafts, or other orders, for the payment of money, that are drawn on the Financial Institution, so long as they contain the required number of signatures for this purpose. (6) The Corporation acknowledges and agrees that the Financial Institution may furnish at its discretion automated access devices to Agents of the Corporation to facilitate those powers authorized by this resolution or other resolutions in effect at the time of issuance. The term "automated access device" includes, but is not limited to, credit cards, automated teller machines (ATM), and debit cards. (7) The Corporation acknowledges and agrees that the Financial Institution may rely on alternative signature and verification codes issued to or obtained from the Agent named on this resolution. The term "alternative signature and verification codes" includes, but is not limited to, facsimile signatures on file with the Financial Institution, personal identification numbers (PIN), and digital signatures. If a facsimile signature specimen has been provided on this resolution, (or that are filed separately by the Corporation with the Financial Institution from time to time) the Financial Institution is authorized to treat the facsimile signature as the signature of the Agent(s) regardless of by whom or by what means the facsimile signature may have been affixed so long as it resembles the facsimile signature specimen on file. The Corporation authorizes each Agent to have custody of the Corporation's private key used to create a digital signature and to request issuance of a certificate listing the corresponding public key. The Financial Institution shall have no responsibility or liability for unauthorized use of alternative signature and verification codes unless otherwise agreed in writing. Pennsylvania. The designation of an Agent does not create a power of attorney; therefore, Agents are not subject to the provisions of 20 Pa. C . S . A. Section 5601 et seq. (Chapter 56; Decedents, Estates and Fiduciaries Code) unless the agency was created by a separate power of attorney. Any provision that assigns Financial Institution rights to act on behalf of any person or entity is not subject to the provisions of 20 Pa.C.S.A. Section 5601 et seq. (Chapter 56; Decedents, Estates and Fiduciaries Code). Corporation Authorization VMPC158 (0612) Bankers Systems rh, VMPO CA-1 3/1 /2016 Wolters Kluwer Financial Services © 2016 Page 3 of 4