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HomeMy WebLinkAboutOrd 1000-2022 Approving a Contract of Indemnification with GTUAORDINANCE NO. Li d F o4a AN ORDINANCE approving and authorizing the execution and delivery of a "Contract of Indemnification" with the Greater Texoma Utility Authority in connection with the issuance of contract revenue bonds on behalf of the City; and resolving other matters incident and related to the execution and delivery of such contract. WHEREAS, the Texas Water Development Board (the "TWDB") has agreed to purchase the "Greater Texoma Utility Authority Contract Revenue Bonds, Series 2022 (Collin/Grayson Water Transmission Project)" (the "Bonds") for the purpose of financing water system projects on behalf of the City (the "TWDB commitment"); and WHEREAS, the TWDB is issuing its Water Financial Assistance Bonds (TWDB Bonds) solely for the purpose of funding the TWDB commitment; and, WHEREAS, as a condition to the TWDB commitment, the Greater Texoma Utility Authority (the "Authority") is required to execute a Financing Agreement prepared by the TWDB; and WHEREAS, the Financing Agreement, specifically Section 4, sets forth provisions relating to penalties and costs should the Authority fail to deliver the Bonds by the closing deadline to be provided by the TWDB; and WHEREAS, the Board of Directors of the Authority has found and determined that such penalties, costs, termination payments or any other amounts referenced in the Financing Agreement, specifically Section 4, should be the responsibility of the City and not the Authority since the Authority is issuing the Bonds on behalf of the City; and WHEREAS, the Council hereby finds and determines that the Contract of Indemncation with the Authority substantially in the form and content attached hereto as Exhibit A should be approved and authorized to be executed as hereinafter provided; now, therefore BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS: SECTION 1. The Contract of Indemnification by and between the Authority and the City substantially in the form and content attached hereto as Exhibit A and incorporated herein for all purposes. The Mayor and City Secretary of the City are hereby authorized and directed to execute such Contract for and on behalf of the City and as the act and deed of this City Council. SECTION 2. This Ordinance shall take effect and be in force from and after its passage. 131595919.1 /1001187061 PASSED AND APPROVED, this September 13, 2022, CITY OF ANNA, TEXAS Mayor ATTEST: City Secretary (City Seal) 131595919.1I1001187061 [signature page of Ordinance] arc3rr_Ll CONTRACT OF INDEMNIFICATION 131595919.1 �1001187061 A-1 CONTRACT OF INDEMNIFICATION THIS CONTRACT ("Contract") is made and entered into as of , 20221 between the GREATER TEXOMA UTILITY AUTHORITY (hereinafter referred to as the "Authority"), a conservation and reclamation authority, a governmental agency, a political subdivision of the State of Texas, and a body politic corporate, duly created, existing and acting by virtue of Constitution and the laws of the State of Texas, including Texas Special District Local Laws Code, Chapter 8283 (the "Act"), and the CITY OF ANNA, TEXAS, a municipal corporation (hereinafter referred to as the "City"), duly created and existing under the laws of the State of Texas: RECITALS WHEREAS, the Texas Water Development Board (the "TWDB") has agreed to purchase the "Greater Texoma Utility Authority Contract Revenue Bonds, Series 2022 (Collin/Grayson Water Transmission Project)" (the "GTUA Bonds") for the purpose of financing water system projects on behalf of the City (the "TWDB commitment"); and WHEREAS, the TWDB is issuing its Water Financial Assistance Bonds (TWDB Bonds) solely for the purpose of funding the TWDB commitment; and, WHEREAS, as a condition to the TWDB commitment, the Authority is required to execute a Financing Agreement prepared by the TWDB (a form of such Financing Agreement being attached hereto as Exhibit A); and WHEREAS, the Financing Agreement, specifically Section 4, sets forth provisions relating to penalties and costs should the Authority fail to deliver the GTUA Bonds by December 8, 2022; and WHEREAS, SINCE THE AUTHORITY IS ISSUING THE BONDS AND ENTERING INTO FINANCING AGREEMENT ON BEHALF OF, AND FOR THE BENEFIT OF, THE CITY, THE CITY AGREES THAT ANY COSTS OR PENALTIES IMPOSED BY THE TWDB AGAINST GTUA PURSUANT TO THE FINANCING AGREEMENT SHALL BE THE SOLE RESPONSIBILITY OF THE CITY AND NOT THE -AUTHORITY, WHEREAS, the Authority and the City, acting through their duly constituted governing bodies have mutually agreed upon the terms and conditions of this Contract; now, therefore IN CONSIDERATION of the mutual covenants, agreements and undertakings herein set forth, the parties hereto hereby agree and contract as follows: Section 1. THE CITY AND THE AUTHORITY HEREBY AGREE THAT ANY AND ALL COSTS, PENALTIES, TERMINATION PAYMENTS OR OTHER AMOUNTS OWED BY THE AUTHORITY TO THE TEXAS WATER DEVELOPMENT BOARD PURSUANT TO THE FINANCING AGREEMENT, SPECIFICALLY SECTION 4 OF THE FINANCING AGREEMENT, SHALL BE PAID BY THE CITY TO THE AUTHORITY TO INDEMNIFY THE AUTHORITY FOR TWENTY-FIVE PERCENT (25%) OF SUCH COSTS, PENALTIES, TERMINATION PAYMENT OR OTHER AMOUNTS OWED, NOTWITHSTANDING ANY NEGLIGENCE ON THE PART OF GTUA, SUCH PAYMENT SHALL BE MADE BY THE CITY TO THE AUTHORITY NO LATER THAN MARCH 6, 2023. THE AUTHORITY SHALL HAVE NO RESPONSIBILITY WITH RESPECT TO SUCH AMOUNTS OWED PURSUANT TO THE FINANCING AGREEMENT 131596045.1/1001187061 AND THE CITY SHALL HOLD HARMLESS THE AUTHORITY FOR ANY SUCH COSTS, PENALTIES, TERMINATION PAYMENTS OR ANY OTHER AMOUNTS OWED TO THE TEXAS WATER DEVELOPMENT BOARD PURSUANT TO THE FINANCING AGREEMENT. The City will not be liable for any failure due to force majeure pursuant to section 13 of the Financing Agreement. Section 2. The Authority agrees to timely comply with the requirements of the TWDB set forth in Section 6(B) of the Financing Agreement. remainder of page left blank intentionally] 131596045.1i1001187061 2 IN WITNESS WHEREOF, the parties hereto, acting under authority of their respective governing bodies, have caused this Contract to be duly executed in several counterparts, each of which shall constitute an original, all as of the day and year first above written. GREATER TEXOMA UTILITY AUTHORITY (Authority Seal) By: General Manager CITY OF ANNA, TEXAS (City Seal) gy: Mayor ATTEST: City Secretary 131596045.1/1001187061 [signature page of Contract] EXHIBIT A FINANCING AGREEMENT 131596045.1/1001187061 A -'I W*\ L_N i FINANCING AGREEMENT This FINANCING AGREEMENT (Agreement) is entered into between the TEXAS WATER DEVELOPMENT BOARD (TWDB), an agency of the State of Texas, and the Greater Texoma Utility Authority (Authority). The TWDB and the Authority may be referred to as the 'Party" or "Parties" in this Agreement. RECITALS WHEREAS, the TWDB adopted Resolution No. 22-064 (Attachment A, referred to as the Resolution) on July 27, 2022, making a commitment to the Authority for financial assistance in the amount of $7,525,000 from the State Water Implementation Revenue Fund for Texas (SWIRFT) administered by the TWDB; and WHEREAS, through this Agreement, the Authority intends to sell to the TWDB the Authority's $7,525,000 Greater Texoma Utility Authority Contract Revenue Bonds, Proposed Series 2022 (Collin/Grayson Water Transmission Project) (Authority's Bonds) for the TWDB's financial assistance from the SWIRFT, as further described in Attachment B; and WHEREAS, the SWIRFT is funded in part with proceeds of the expected issuance of TWDB's revenue bonds (SWIRFT Bonds), issued under authority of Texas Water Code §§ 15.472 and 15.475, and Texas Constitution, Article III, Section 49-d-13; and WHEREAS, the SWIRFT Bonds are additionally secured by money made available under the terms of a bond enhancement agreement executed under authority of Texas Water Code §§ 15.434 and 15.435, and Texas Constitution, Article III, Section 49-d42; and WHEREAS, the SWIRFT is funded, in part, with money received as repayment of financial assistance provided from the SWIRFT, under Texas Water Code § 15.472, which is used to pay the principal and interest on the SWIRFT Bonds, under Texas Water Code § 15.474, and Texas Constitution, Article III, Section 49-d43(d) and (f); and WHEREAS, the Resolution provides that funding the commitment is contingent on future sales of SWIRFT Bonds designated by the TWDB; and WHEREAS, the TWDB intends to provide financial assistance from the SWIRFT to the Authority with proceeds of SWIRFT Bonds designated by the TWDB; and Disclaimer: This is a working docamnent and is provided as a cozn°test'. All i»formation contained herein is subject to chcn�ge a�pon further review of the TYVD13. 1 WHEREAS, the TWDB and the Authority desire to enter into this Agreement to set forth the obligations of the Parties with respect to the TWDB providing financial assistance to the Authority consistent with the desire of the TWDB to issue SWIRFT Bonds to provide money for the SWIRFT. NOW, THEREFORE, for and in consideration of the promises and the mutual covenants contained in this Agreement, the TWDB and the Authority agree as follows: AGREEMENT SECTION 1. MUTUAL COMMITMENTS. As further described in the Resolution, the TWDB committed to the Authority and the Authority hereby commits to borrow from the TWDB an amount not to exceed $7,525,000 from the SWIRFT to be evidenced by the issuance and delivery of Authority Bonds to the TWDB consistent with the terms and conditions described in this Agreement, Attachment A, Attachment B, and Attachment C. SECTION 2. TRANSACTION SCHEDULE AND PRICING. By execution of this Agreement, the Authority acknowledges and represents that it has a current need for financial assistance from the TWDB and shall take all necessary steps to issue and deliver the Authority Bonds to evidence the commitment described in Section 1. The Authority further acknowledges and understands that the TWDB is entering into this Agreement for the sole purpose of issuing SWIRFT Bonds to fund the TWDB commitment described in the Resolution and in this Agreement. The Authority acknowledges that the SWIRFT Bonds, the subject of this Agreement, are being issued for the purpose of funding the Authority's requested financial assistance. With respect to the Authority Bonds and the SWIRFT Bonds, the Parties agree to structure such public securities in a manner that will allow for substantially similar terms, redemption provisions, and related matters to allow the TWDB to timely pay the debt service on the SWIRFT Bonds. The foregoing notwithstanding, the TWDB consents to early redemption, or prepayment of the Authority Bonds, as provided for in this Agreement and the Resolution. The Authority Bonds may be prepaid by the Authority on any date beginning on or after the first scheduled interest payment date that occurs no earlier than 10 years from the dated date of the Authority Bonds. To confirm the terms of the Authority Bonds and the SWIRFT Bonds, the Authority shall execute this Agreement. In order to mutually assure the performance of the Parties under this Agreement, the Parties agree that the issuance and delivery of the SWIRFT Bonds and the issuance and delivery of the Authority Bonds to TWDB shall occur not more than fifty-six (56) days apart as reflected in Attachment C. Notwithstanding the foregoing, the Parties intend and expect that the TWDB issue and deliver its SWIRFT Bonds approximately fifteen (15) days after execution of the TWDB's Bond Purchase Agreement or such date as may be mutually agreed to in Attachment C. SECTION 3. BINDING COMMITMENT. The TWDB agrees to take all necessary steps to issue Disclaimer: This is a ���orki»g docu�ner�t a��d is provided as a coan•tesy. All informatio�� co��tai»ed herein is subiect to change upon.further revie t> of the TWDB. 2 the SWIRFT Bonds for the purposes described in this Agreement and in the Resolution upon receipt of this Agreement, which shall be signed and delivered by the Authority to the Executive Administrator of the TWDB at least fourteen (14) days before the initiation of the pricing of the SWIRFT Bonds, as set forth in Attachment C. The Authority acknowledges that the schedule provided in Attachment C is a best estimate by the TWDB and is subject to change by the TWDB. The TWDB expressly reserves the right to modify Attachment C at any time and shall provide the Authority with an updated Attachment C as soon as practicable upon any modification; provided that, if such modification of Attachment C occurs before the initiation of pricing of the SWIRFT Bonds and such modification results in an earlier scheduled pricing date, no such modification of Attachment C may result in the Authority having fewer than five (5) days between the receipt of the modified schedule and the TWDB posting the Preliminary Official Statement for the SWIRFT Bonds, SECTION 4. TERMINATION &BREACH OF AGREEMENT. A. The Parties agree that the Authority may terminate this Agreement with no penalty in writing at any time prior to seven (7) days before the initiation of the pricing of the SWIRFT Bonds, as set forth in Attachment C. B. The Authority understands and agrees that the Authority ►nay terminate this Agreement in writing between six (6) days and five (5) days prior to the initiation of the pricing of the SWIRFT Bonds (currently estimated to occur on September 27, 2022) as set forth in Attachment C, provided the Authority agrees to reimburse the TWDB from lawfully available funds of the Authority for its proportional share of transaction costs incurred by the TWDB, such as, but not limited to, any fees or costs related to any rating agency, financial advisor, legal counsel, or other similar party or related costs pertaining to the SWIRFT Bonds in an amount not to exceed $7,345.00 (Transaction Cost Payment). The Authority shall be obligated to pay such costs to the TWDB no later than March 7, 2023. C. The Authority understands and agrees that the Authority may terminate this Agreement in writing within four (4) days prior to the initiation of the pricing of the SWIRFT Bonds as set forth in Attachment C and no later than 9:00 am Central Standard Time on the day before the TWDB Bond Pricing, provided the Authority agrees to pay to the TWDB from lawfully available funds 1.0 percent of the amount of the commitment authorized in Section 1 of this Agreement (Pre -pricing Termination Payment), and additionally shall reimburse the TWDB from lawfully available funds of the Authority its Transaction Cost Payment. The Authority shall be obligated to pay such costs to the TWDB no later than March 7, 2023. The Authority understands and agrees that termination under this section will result in a total penalty amount of $82,595. D. The Authority understands and agrees that TWDB would suffer and incur severe and irreparable damages if the Authority Bonds are not issued and delivered. Failure to issue the Authority Bonds by the date specified in Attachment C, as contemplated in this Agreement, shall be a breach of this Agreement and the Authority shall pay, from Disclaimer: This is a iwrking document and is provided os a coarrtesj� All igformalion contained herein is subject to change upon fimther rei*iti of the Tflfl'DB. 3 lawfully available funds of the Authority, a "Post -pricing Termination Payment" to the TWDB. The Post -pricing Termination Payment shall be an amount equal to S.0 percent of the amount of the commitment authorized in Section 1 of this Agreement. The Authority shall pay the Post -pricing Termination Payment to the TWDB no later than March 7, 2023. The Authority shall also reimburse the TWDB from lawfully available funds of the Authority, its Transaction Cost Payment, plus the Authority's proportional share of the underwriters' discount incurred by the TWDB, no later than March 7, 2023. The Authority understands and agrees that failure by the Authority to issue the Authority Bonds by the date specified in Attachment C, will result in a total penalty amount pursuant to this section not to exceed $419,339.00. SECTION 5. AMORTIZATION STRUCTURE. The Authority shall provide the TWDB a maturity schedule in the form set forth in Attachment B at the time of execution of this Agreement. A final amortization structure will be required at least seven (7) days before the initiation of pricing of the SWIRFT Bonds in accordance with the provisions of this Agreement. The par amount included in Attachment B may be revised, subject to approval by the Executive Administrator- of the TWDB, at any time prior to the seventh (7th) day before the initiation of pricing of the SWIRFT Bonds with no penalty. The final amortization schedule adopted by the Authority as included in the Authority's Private Placement Memorandum and Bond Resolution must reflect the final amortization structure set forth in Attachment B. SECTION 6. CONTINGENCIES. A. The Parties agree that the TWDB's obligation to purchase the Authority's Bonds with the SWIRFT is contingent upon the TWDB receiving all legally required approvals for the issuance of the SWIRFT Bonds from the Legislative Budget Board, the Bond Review Board, and the Texas Attorney General. The TWDB's obligation to purchase the Authority's Bonds with the SWIRFT is also contingent upon the purchase and delivery of the SWIRFT Bond proceeds by the underwriters pursuant to the Bond Purchase Agreement relating to the SWIRFT Bonds. Accordingly, if any contingency described in the preceding paragraph above is unmet, the TWDB, upon delivery of written notice thereof to the Authority, may extend or terminate this Agreement together- with all of its obligations and duties without incurring any cost, fee, or penalty for either the TWDB or the Authority. B. The Parties agree that the Authority's obligation to issue and deliver the Authority Bonds is contingent upon approval by the Texas Attorney General of the Authority Bonds. The Authority agrees to use its best efforts to obtain approval by the Texas Attorney General of the Authority Bonds to satisfy the closing requirements set forth in Section 2 of this Agreement. To this end, the Authority agrees as follows: Disclaimer: This is a ii�orki»g docam�ent crud is provided as a coarrtesy. All informaliorr co»tained herein is subject to change z�po» fzrrther revieri� of the T1�i�DB. 4 (1) Authority shall timely file the transcript of proceedings for the Authority Bonds with the Texas Attorney General in accordance with the schedule contained in Attachment C; (2) Authority shall comply with the requirements and conditions contained in the Resolution; (3) Authority shall provide the TWDB with a copy of the preliminary approval letter from the Texas Attorney General promptly upon receipt; (4) Authority shall provide the TWDB with a copy of its responses to the preliminary approval letter concurrently with the submission of such responses to the Texas Attorney General; and (5) Authority shall allow TWDB to brief the Texas Attorney General on any issues noted in the preliminary approval letter and initiate or participate in conferences with the Texas Attorney General related to the approval of the Authority Bonds. Accordingly, if, after the Authority employs its best efforts to obtain approval by the Texas Attorney General and such approval cannot be obtained by the date specified in Attachment C, the TWDB, as a matter of law, at its sole discretion, may terminate this Agreement and upon termination the Authority shall pay, from any of its lawfully available funds, the Post -pricing Termination Payment no later than March 7, 2023, as provided in Section 4D. The Authority shall also reimburse the TWDB from lawfully available funds of the Authority its Transaction Cost Payment plus the Authority's proportional share of the underwriters' discount no later than March 7, 2023. The Authority understands and agrees that if the Authority does not obtain approval from the Texas Attorney General and issue its Authority Bonds by the date specified in Attachment C, it will be subject to a total penalty amount pursuant to this section not to exceed $419,339.00. SECTION 7. REDEMPTION OF OUTSTANDING DEBT. Proceeds of the Authority Bonds shall not be used, in whole or in part, to redeem outstanding bonds, commercial paper, or other obligations issued by the Authority. The Authority agrees that it will not take or fail to take any action that will cause the SWIRFT Bonds to be considered to be advance refunding bonds under Section 149(d) of the Internal Revenue Code of 1986, as amended. SECTION 8. NOTICES. All notices, agreements or other communications required hereunder shall be given, and shall be deemed given, when delivered in writing to the address, facsimile or email of the identified Party or Parties set forth below: Disclaimer: This is a ���orking document at�d is �rovided as a courtesy. All information cof�lai��ed heren� is subject to charge a�poi�,fzn•ther revie�>> of the TYhDI3. 5 Texas Water Development Board Development Fund Manager P.O. Box 13231 Austin, Texas 78711-3231 Telephone: (512) 4754584 Facsimile: (512) 475-2053 E-mail Greater Texoma Utility Authority Attn: Drew Satterwhite 5100 Airport Dr. Denton, Texas 75020-8448 Telephone: 903-786-4433 Facsimile E-mail: gtua@gtua. SECTION 9. SEVERABILITY. In the event any provision of this Agreement shall be held illegal, invalid, or unenforceable by any court of competent jurisdiction, such holding shall not invalidate, render unenforceable, or otherwise affect any of its other provisions. SECTION 10. AMENDMENTS SUPPLEMENTS AND MODIFICATIONS. Other than the changes allowed under Section 3 and Section 5, this Agreement may be amended, supplemented, or modified only in a writing executed by duly authorized representatives of the Parties. SECTION 11. APPLICABLE LAW. This Agreement and any amendments shall be governed by and construed in accordance with the laws of the State of Texas. SECTION 12. STATE AUDIT. By executing this Agreement and delivering the Authority Bonds, the Authority accepts the authority of the Texas State Auditor's Office to conduct audits and investigations in connection with all state funds received pursuant to this Agreement. The Authority shall comply with any directive from the Texas State Auditor and shall cooperate in any such investigation or audit. The Authority agrees to provide the Texas State Auditor with access to any information the Texas State Auditor considers relevant to the investigation or audit. SECTION 13. FORCE MA, El URE. Either Party to this Agreement maybe excused from performance under this Agreement for any period when performance is prevented as the result of an act of God, strike, war, civil disturbance, or epidemic, provided that the Party experiencing the event of Force Majeure has prudently and promptly acted to take any and all steps that are within the Party's control to ensure performance and to shorten the duration of the event of Force Majeure. The Party suffering an event of Force Majeure shall provide notice of the event to the other Party as soon as practicable but not later than five business days after the event. Subject to this provision, such nonperformance shall not be deemed a breach or a ground for termination. SECTION 14, EFFECTIVE DATE. This Agreement shall be effective as of the date of the last signature below. SECTION 15, BINDING AGREEMENT. The execution of this Agreement has been authorized by the governing boards of both Parties. The individuals executing this Agreement have the legal authority to bind each respective Party to the terms and conditions of this Agreement. The respective commitments of the TWDB and the Authority set forth above shall be Disclaimer: This is a working docarment and is provided as a coitrtesy. All information contained herein is subject to change upon fitrther reviei>> of the TTIVDB. 6 binding upon the TWDB and the Authority upon both Parties' execution of this Agreement. [Remainder of Page Intentionally Left Blank] Disclaimer: This• is a i>>orkii�g docuf�rer�t and is prohided as a cour7esy. All irrfor°nratiof� co»tcri»ed herei» is sa�bject to cl�cmge upon further revie�>> of the TGVDB. I EXECUTED in multiple counterparts, each of which Shall be deemed to he an original. Greater Texoma Utility Authority By: Name: Drew Satterwhite Title: General Manager Date: Disclnrmer: This is a working doczn�zerrt and is provided as a courtesy. All i�?fo��nation co»tained her•ei�� is subject to change aipo�� fin�ther �°evie�i� of the T1�DB. 6 TEXAS WATER DEVELOPMENT BOARD By: Name: Jeff Walker Title: Executive Administrator Date: Disclaimer: This is a lnorking doczm7ent and is provided as a courtesy. All rnforr��ation contained heren� rs szrbject to change zrpon fzo°then review of the TYhDB. 9 ATTACHMENT A TWDB RESOLUTION N0. 22-064 Disclaimer: This is a rvorki��g docirmenl aid is�rovided as a cozn•lesy. All info�•�nalion contaif�ed herein is subject io change arpon fin-lher revie�r of the TT�hD13. 10 A RESOLUTION OF THE TEXAS WATER DEVELOPMENT BOARD APPROVING AN APPLICATION FOR FINANCIAL ASSISTANCE IN THE AMOUNT OF $7,525,000 TO GREATER TEXOMA UTILITY AUTHORITY FROM THE STATE WATER IMPLEMENTATION REVENUE FUND FOR TEXAS THROUGH THE PROPOSED PURCHASE OF $7,525,000 GREATER TEXOMA UTILITY AUTHORITY CONTRACT REVENUE BONDS, PROPOSED SERIES 2022 (COLLIN-GRAYSON MUNICIPAL ALLIANCE PROJECT) (22-064) WHEREAS, the Greater Texoma Utility Authority (Authority) has filed an application for financial assistance in the amount of $7,525,000 from the State Water Implementation Revenue Fund for Texas (SWIRFT) to finance the planning and construction of certain water supply project(s) identified as Project No. 51080 (Project); and WHEREAS, the Authority seeks financial assistance from the Texas Water Development Board (TWDB) through the TWDB's proposed purchase of $7,525,000 Greater Texoma Utility Authority Contract Revenue Bonds, Proposed Series 2022 (Collin -Grayson Municipal Alliance Project), (together with all authorizing documents "Obligations"), all as is more specifically set forth in the application and in recommendations of the Executive Administrator's staff; and r_ WHEREAS, the Authority has offered a pledge of contract revenues as sufficient security for the repayment of the Obligations; and WHEREAS, the commitment is approved for funding under the TWDB's pre -design funding option, and initial and future releases of funds are subject to 31 TAC § 363.1307; WHEREAS, subject to the Authority's use of an approved debt service structure, interest rate subsidies are available to the Authority far State Fiscal Year 2022 at up to the following levels: 25% for financial assistance for a term of 20 years, 18% for financial assistance for a term of 21 to 25 years, and 14% for financial assistance for a term of 26 to 30 years; and WHEREAS, the interest rate subsidies provided above are based on assumptions necessary to generate an optimum debt service structure for the anticipated TWDB SWIRFT bond issuance and are subject to modification as necessary to preserve and maintain the integrity of the SWIRFT Program; and WHEREAS, the TWDB hereby finds: 1. that the application and assistance applied for meet the requirements of Texas Water Code, Chapter 15, Subchapters G and H and 31 TAC Chapter 363, Subchapters A and M; E Page 1 of 8 2. that the Project is a recommended water management strategy project in the State Water Plan adopted pursuant to Texas Water Code § 16.051, in accordance with Texas Water Code § 15.474(a); 3. that a water conservation plan has been submitted and implemented in accordance with Texas Water Code § 16.4021 and 31 TAC § 363.1309(b)(1); 6. that the Authority has acknowledged its legal obligation to comply with any applicable requirements of federal law relating to contracting with disadvantaged business enterprises and any applicable state law relating to contracting with historically underutilized businesses, in accordance with Texas Water Code § 15.435(h) and 31 TAC § 363.1309(b)(3). NOW THEREFORE, based on these findings, the TWDB resolves as follows: a commitment is made by the TWDB to Greater Texoma Utility Authority for financial assistance in the amount of $7,525,000 from the State Water Implementation Revenue Fund for Texas, to be evidenced by the TWDB's proposed purchase of $7,525,000 Greater Texoma Utility Authority Contract Revenue Bonds, Proposed Series 2022 (Collin -Grayson Municipal Alliance Project). This commitment will expire on December 31, 2021 Such commitment is conditioned as follows: Standard Conditions: 1. this commitment is contingent on a future sale of bonds by the TWDB or on the availaty of funds on hand; 2. this commitment is contingent upon the issuance of a written approving opinion of the Attorney General of the State of Texas stating that the Authority has complied with all of the requirements of the laws under which said Obligations were issued, that said Obligations were issued in conformity with the Constitution and laws of the State of Texas, and that said Obligations are valid and binding obligations of the Authority; 3. this commitment is contingent upon the Authority's continued compliance with all applicable laws, rules, policies, and guidance as these may be amended from time to time to adapt to a change in law, in circumstances, or any other legal requirement, 4. this commitment is contingent upon the Authority executing a separate financing agreement, approved as to form and substance by the Executive Administrator, and I submitting that executed agreement to the TWDB consistent with the terms and conditions described in the financing agreement; i 5. interest rate subsidies for non -level debt service structure are subject to adjustment ! by the Executive Administrator; f 6. the Authority shall use a paying agent/registrar in accordance with 31 TAC § 363.42(c)(2), and shall require the paying agent/registrar to provide a copy of all receipts documenting debt service payments to the TWDB and to the TWDB's designated Trustee; The Following Conditions Must Be Included in the Obligations: 7. the Obligations must provide that the Obligations can be called for early redemption on any date beginning on or after the first interest payment date that is 10 years from the dated date of the Obligations, at a redemption price of par, together with accrued interest to the date fixed for redemption; 8. the Obligations must provide that the Authority will comply with all applicable TWDB laws and rules related to the use of the financial assistance; 9. the Obligations must provide that the Authority must comply with all conditions as specified in the final environmental finding of the Executive Administrator when issued, including the standard emergency discovery conditions for threatened and f- endangered species and cultural resources; 10. the Obligations must contain a provision requiring the Authority to maintain insurance coverage sufficient to protect the TWDB's interest in the project; 11, the Obligations must include a provision wherein the Authority, or an obligated person for whom financial or operating data is presented to the TWDB in the application for financial assistance either individually or in combination with other issuers of the Authority's Obligations or obligated persons, will, at a minimum, regardless of the amount of the Obligations, covenant to comply with requirements for continuing disclosure on an ongoing basis substantially in the manner required by Securities and Exchange Commission (SEC) in 17 CFR § 240.15c2-12 (Rule 15c2- 12) and determined as if the TWDB were a Participating Underwriter within the meaning of such rule, such continuing disclosure undertaking being for the benefit of the TWDB and the beneficial owners of the Authority's Obligations, if the TWDB sells or otherwise transfers such Obligations, and the beneficial owners of the TWDB's bonds if the Authority is an obligated person with respect to such bonds under SEC Rule 15c242; 12. the Obligations must include a provision requiring the Authority to use any proceeds from the Obligations that are determined to be surplus proceeds remaining after completion of the Project and completion of a final accounting in a manner approved by the Executive Administrator; Page 3 of 8 13. the Obligations must contain a provision that the TWDB may exercise all remedies available to it in law or equity, and any provision of the Obligations that restricts or limits the TWDB's full exercise of these remedies shall be of no force and effect; 14. financial assistance proceeds are public funds and, as such, the Obligations must include a provision requiring that these proceeds shall be held at a designated state depository institution or other properly chartered and authorized institution in accordance with the Public Funds Investment Act, Government Code, Chapter 2256, and the Public Funds Collateral Act, Government Code, Chapter 2257; 15. financial assistance proceeds shall not be used by the Authority when sampling, testing, removing, or disposing of contaminated soils and/or media at the Project site. The Obligations shall include an environmental indemnification provision wherein the Authority agrees to indemnify, hold harmless and protect the TWDB from any and all claims, causes of action or damages to the person or property of third parties arising from the sampling, analysis, transport, storage, treatment, recycling and disposition of any contaminated sewage sludge, contaminated sediments and/or contaminated media that may be generated by the Authority, its contractors, consultants, agents, officials and employees as a result of activities relating to the Project to the extent permitted by law; �- - - 16. the Obligations must include a provision stating that the Authority shall report to the TWDB the amounts of Project funds, if any, that were used to compensate historically underutilized businesses that worked on the Project, in accordance with 31 TAC § 363.1312; 17, the Obligations must contain a provision that the TWDB will purchase the Obligations, acting through Lite TWDB's designated Trustee, and the Obligations shall be registered in the name of Cede & Co. and closed in book -entry -only form in accordance with 31 TAC § 363.42(c)(1); 18. the Obligations must contain a provision stating that the Authority shall abide by all applicable construction contract requirements related to the use of iron and steel products produced in the United States, as required by Texas Government Code, Chapter 2252, Subchapter G and Texas Water Code § 17.183; 190 the Obligations must include a provision prohibiting the Authority from using the proceeds of this financial assistance in a manner that would cause the Obligations to become "private activity bonds" within the meaning of § 141 of the Internal Revenue Code as amended (Code) and the Treasury Regulations promulgated thereunder (Regulations); 20. the Obligations must provide that no portion of the proceeds of the financial assistance will be used, directly or indirectly, in a manner that would cause the Obligations to be "arbitrage bonds" within the meaning of § 148(a) of the Code and Regulations, including to acquire or to replace funds that were used, directly or indirectly, to acquire Nonpurpose Investments (as defined in the Code and Regulations) that produce a yield materially higher than the yield on the TWDB's bonds that are issued to provide financing for the financial assistance (Source Series Bonds), other than Nonpurpose Investments acquired with: a. proceeds of the TWDB's Source Series Bonds invested for a reasonable temporary period of up to three (3) years after the issue date of the Source Series Bonds until such proceeds are needed for the facilities to be financed; b. amounts invested in a bona fide debt service fund, within the meaning of § 1.148-1(b) of the Regulations; and c. amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed the least of maximum annual debt service on the Obligations, 125% of average annual debt service on the Obligations, or 10 percent of the stated principal amount (or, in the case of a discount, the issue price) of the Obligations; 21. the Obligations must include a provision requiring the Authority take ail necessary steps to comply with the requirement that certain amounts earned on the investment of gross proceeds of the Obligations be rebated to the federal government in order to satisfy the requirements of § 148 of the Code. The Obligations must provide that the Authority will: a. account for all Gross Proceeds, as defined in the Code and Regulations, (including all receipts, expenditures, and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and retain all records of such accounting for at least six years after the final Computation Date. The Authority may, however, to the extent permitted by law, commingle Gross Proceeds of its financial assistance with other money of the Authority, provided that the Authority separately accounts for each receipt and expenditure of such Gross Proceeds and the obligations acquired therewith; b. calculate the Rebate Amount, as defined in the Code and Regulations, with respect to its financial assistance, not less frequently than each Computation Date, in accordance with rules set forth in § 148(f) of the Code, § 1.148-3 of the Regulations, and the rulings thereunder. The Authority shall maintain a copy of such calculations for at least six years after the final Computation Date, c. as additional consideration for providing financial assistance, and in order to t induce providing financial assistance by measures designed to ensure the excludability of the interest on the TWDB's Source Series Bonds from the E gross income of the owners thereof for federal income tax purposes, pay to Page 5 of 8 the United States the amount described in paragraph (b) above within 30 days after each Computation Date; d. exercise reasonable diligence to assure that no errors are made in the calculations required by paragraph (b) and, if such error is made, to discover and promptly to correct such error within a reasonable amount of time thereafter, including payment to the United States of any interest and any penalty required by the Regulations; 22. the Obligations must include a provision prohibiting the Authority from taking any action that would cause the interest on the Obligations to be includable in gross income for federal income tax purposes; 23. the Obligations must provide that the Authority will not cause or permit the Obligations to be treated as "federally guaranteed" obligations within the meaning of § 149(b) of the Code; 24. the Obligations must contain a covenant that the Authority will refrain from using the proceeds of the Obligations to pay debt service on another issue of obligations of the borrower in contravention of § 149(d) of the Code (related to "advance refundings"); 25. the Obligations must provide that neither the Authority nor a related party thereto will acquire any of the TWDB's Source Series Bonds in an amount related to the amount of the Obligations to be acquired from the Authority by the TWDB; 26. the Obligations must contain a provision requiring that, upon request by the Executive Administrator, the Authority shall submit annual audits of contracting parties for the Executive Administrator's review; 27. the Obligations must contain a provision requiring the Authority to maintain and enforce the contracts with its customers so that the revenues paid to the Authority by its customers are sufficient to meet the revenue requirements of the Authority's obligations arising from the operation of the water system; 28. the Obligations must contain a provision that the pledged contract revenues from the Authority may not be pledged to the payment of any additional parity obligations of the Authority secured by a pledge of the same contract revenues unless the Authority demonstrates to the Executive Administrator's satisfaction that the pledged contract revenues will be sufficient for the repayment of all Obligations and additional parity obligations; Conditions to Close or for Release of Funds: 29* prior to closing, if not previously provided with the application, the Authority shall i submit executed contracts for engineering and, if applicable, financial advisor and bond counsel, for the Project that are satisfactory to the Executive Administrator. Fees to be reimbursed under the contracts must be reasonable in relation to the services performed, reflected in the contract, and acceptable to the Executive Administrator; 30. prior to closing, when any portion of financial assistance is to be held in escrow or in trust, the Authority shall execute an escrow agreement or trust agreement, approved as to form and substance by the Executive Administrator, and shall submit that executed agreement to the TWDB; 31. prior to closing, the Authority's bond counsel must prepare a written opinion that states that the interest on the Obligations is excludable from gross income or is exempt from federal income taxation. Bond counsel may rely on covenants and representations of the Authority when rendering this opinion; 32. prior to closing, the Authority's bond counsel must prepare a written opinion that states that the Obligations are not "private activity bonds." Bond counsel may rely on covenants and representations of the Authority when rendering this opinion; 339 the transcript must include a No Arbitrage Certificate or similar Federal Tax Certificate setting forth the Authority's reasonable expectations regarding the use, expenditure, and investment of the proceeds of the Obligations; 34. the transcript must include evidence that the information reporting requirements of § 149(e) of the Internal Revenue Code will be satisfied. This requirement may be satisfied by filing an IRS Form 8038 with the Internal Revenue Service. In addition, the applicable completed IRS Form 8038 or other evidence that the information reporting requirements of § 149(e) have been satisfied must be provided to the Executive Administrator within fourteen (14) days of closing. The Executive Administrator may withhold the release of funds for failure to comply; 35o prior to closing, the Authority must submit executed contracts between the Authority and the contracting parties regarding the contract revenues pledged to the payment of the Authority's Obligations, in form and substance acceptable to the Executive Administrator. Such contracts shall include provisions consistent with the provisions of this Resolution regarding the contracting parties' annual audits, the setting of rates and charges and collection of revenues sufficient to meet the Authority's debt service obligations and additional parity obligations. ATTE Jeff APPROVED and ordered of record this, the 27th day of July 2022. ministrator TEXAS WATER DEVELOPMENT BOARD —1G 16 0 J - � ) - Brooke T. Paup, Chairwomaly� DATE SIGNED: ATTACHMENT B DESCRIPTION OF BORROWER BONDS Title of Borrower Bonds: Project Name: Project Number: Aggregate Principal Amount of Borrower Bonds: Anticipated Closing Date: Dated Date: First Principal Payment Date: First Interest Payment Date: Maturity Schedule: Maturity Principal Amount Disclaimer: This is a working docan��ent and is provided as a coantesy. All information contained herein is subject to c%ange upon fin•ther revien� of the TYVDB. 11 rvr�l�r��y IuNIMNS M FINANCING SCHEDULE* DATE ACTION 07/27/2022 TWDB approval of commitments 09 5 2022 Labor Day Holida ** 09 Noon 9 2022 Due date for TWDB to receive signed financing agreement from political subdivision 09 13 2022 Financing agreement - last day to execute 14 days prior to initiation of pricing) 09 20 2022 Financing agreement (Sec. 4A) -last day political subdivisions can terminate without penalty 7 days prior to initiation ofpricing) 09 20 2022 Financing agreement (Sec. 5) -last day political subdivisions can modify maturity schedule 7 days prior to initiation ofpricing) 09 22 2022 Financing agreement (Sec. 413) -last day political subdivisions can terminate with costs of issuance 5 days prior to initiation ofpricing) 09 27 2022 Financing agreement (Sec. 4C) -before 9:00 a.m. political subdivisions can terminate with costs of issuance and 1% penalty (I day prior to pricing). 09 27 2022 TWDB bond pricing initiation (pre"pricing begins) 09 28 2022 TWDB bond pricing 10 6 2022 TWDB approves interest rates available to political subdivisions Various Political subdivisions adopt bond resolutions and/or master agreements Various Political subdivisions submit transcripts to Texas Attorney General in preparation of closing 10 10 2022 Columbus Day Holiday TWDB open)** 10 13 2022 TWDB bond closing (political subdivisions must close within 56 days) 10/14 to 12 8 2022 Closings on political subdivision obligations 11 11 2022 Veteran's Day Holiday** 11 24 2022 Thanksgiving Holida ** 11 25 2022 Thanksgiving Holida ** 12 8 2022 Last day to close on political subdivision obligations 12 9 2022 Financing agreement (Sec. 41)) -penalty applied to any political subdivision failing to issue debt Start of post -pricing termination payment period (includes costs of issuance, underwriters' discount and 5%penalty) 03 7 2023 Last due date for payment of penalties *Preliminary, subject to change **State agency holidays are reflected to show when TWDB is closed; they are counted towards deadlines. Disclaimer: This is a ivorking docanne»t and is provided as cr coairtesy. All information contained herein is sarbject to change upo» further renieii� of I/he TI�DB. 12 CONTRACT OF INDEMNIFICATION THIS CONTRACT ("Contract") is made and entered into as of , 2022, between the GREATER TEXOMA UTILITY AUTHORITY (hereinafter referred to as the "Authority"), a conservation and reclamation authority, a governmental agency, a political subdivision of the State of Texas, and a body politic corporate, duly created, existing and acting by virtue of Constitution and the laws of the State of Texas, including Texas Special District Local Laws Code, Chapter 8283 (the "Act"), and the CITY OF ANNA, TEXAS, a municipal corporation (hereinafter referred to as the "City"), duly created and existing under the laws of the State of Texas: RECITALS WHEREAS, the Texas Water Development Board (the "TWDB") has agreed to purchase the "Greater Texoma Utility Authority Contract Revenue Bonds, Series 2022 (Collin/Grayson Water Transmission Project)" (the "GTUA Bonds") for the purpose of financing water system projects on behalf of the City (the "TWDB commitment"); and WHEREAS, the TWDB is issuing its Water Financial Assistance Bonds (TWDB Bonds) solely for the purpose of funding the TWDB commitment; and, WHEREAS, as a condition to the TWDB commitment, the Authority is required to execute a Financing Agreement prepared by the TWDB (a form of such Financing Agreement being attached hereto as Exhibit A); and WHEREAS, the Financing Agreement, specifically Section 4, sets forth provisions relating to penalties and costs should the Authority fail to deliver the GTUA Bonds by December 8, 2022; and WHEREAS, SINCE THE AUTHORITY IS ISSUING THE BONDS AND ENTERING INTO FINANCING AGREEMENT ON BEHALF OF, AND FOR THE BENEFIT OF, THE CITY, THE CITY AGREES THAT ANY COSTS OR PENALTIES IMPOSED BY THE TWDB AGAINST GTUA PURSUANT TO THE FINANCING AGREEMENT SHALL BE THE SOLE RESPONSIBILITY OF THE CITY AND NOT THE AUTHORITY, WHEREAS, the Authority and the City, acting through their duly constituted governing bodies have mutually agreed upon the terms and conditions of this Contract; now, therefore IN CONSIDERATION of the mutual covenants, agreements and undertakings herein set forth, the parties hereto hereby agree and contract as follows: Section 1. THE CITY AND THE AUTHORITY HEREBY AGREE THAT ANY AND ALL COSTS, PENALTIES, TERMINATION PAYMENTS OR OTHER AMOUNTS OWED BY THE AUTHORITY TO THE TEXAS WATER DEVELOPMENT BOARD PURSUANT TO THE FINANCING AGREEMENT, SPECIFICALLY SECTION 4 OF THE FINANCING AGREEMENT, SHALL BE PAID BY THE CITY TO THE AUTHORITY TO INDEMNIFY THE AUTHORITY FOR TWENTY-FIVE PERCENT (25%) OF SUCH COSTS, PENALTIES, TERMINATION PAYMENT OR OTHER AMOUNTS OWED, NOTWITHSTANDING ANY NEGLIGENCE ON THE PART OF GTUA. SUCH PAYMENT SHALL BE MADE BY THE CITY TO THE AUTHORITY NO LATER THAN MARCH 6, 2023. THE AUTHORITY SHALL HAVE NO RESPONSIBILITY WITH RESPECT TO SUCH AMOUNTS OWED PURSUANT TO THE FINANCING AGREEMENT 131596045.1 /1001187061 AND THE CITY SHALL HOLD HARMLESS THE AUTHORITY FOR ANY SUCH COSTS, PENALTIES, TERMINATION PAYMENTS OR ANY OTHER AMOUNTS OWED TO THE TEXAS WATER DEVELOPMENT BOARD PURSUANT TO THE FINANCING AGREEMENT. The City will not be liable for any failure due to force majeure pursuant to section 13 of the Financing Agreement, Section 2. The Authority agrees to timely comply with the requirements of the TWDB set forth in Section 6(B) of the Financing Agreement. remainder of page left blank intentionally) 131596045.1/1001187061 2 IN WITNESS WHEREOF, the parties hereto, acting under authority of their respective governing bodies, have caused this Contract to be duly executed in several counterparts, each of which shall constitute an original, all as of the day and year first above written. GREATER TEXOMA UTILITY AUTHORITY (Authority Seal) By: General Manager CITY OF ANNA, TEXAS (City Seal) ay Mayor ATTEST: City Secretary 131596045.1/1001187061 [signature page of Contract] EXHIBIT A FINANCING AGREEMENT 131596045.1 �1001187061 A-1 FINANCING AGREEMENT This FINANCING AGREEMENT (Agreement) is entered into between the TEXAS WATER DEVELOPMENT BOARD (TWDB), an agency of the State of Texas, and the Greater Texoma Utility Authority (Authority). The TWDB and the Authority may be referred to as the "Party" or "Parties" in this Agreement. RECITALS WHEREAS, the TWDB adopted Resolution No. 22-064 (Attachment A, referred to as the Resolution) on July 27, 2022, making a commitment to the Authority for financial assistance in the amount of $7,525,000 from the State Water Implementation Revenue Fund for Texas (SWIRFT) administered by the TWDB; and WHEREAS, through this Agreement, the Authority intends to sell to the TWDB the Authority's $7,525,000 Greater Texoma Utility Authority Contract Revenue Bonds, Proposed Series 2022 (Collin/Grayson Water Transmission Project) (Authority's Bonds) for the TWDB's financial assistance from the SWIRFT, as further described in Attachment B; and WHEREAS, the SWIRFT is funded in part with proceeds of the expected issuance of TWDB's revenue bonds (SWIRFT Bonds), issued under authority of Texas Water Code §§ 15.472 and 15.475, and Texas Constitution, Article III, Section 49-d-13; and WHEREAS, the SWIRFT Bonds are additionally secured by money made available under the terms of a bond enhancement agreement executed under authority of Texas Water Code §§ 15.434 and 15,435, and Texas Constitution, Article III, Section 49-d-12; and WHEREAS, the SWIRFT is funded, in part, with money received as repayment of financial assistance provided from the SWIRFT, under Texas Water Code § 15.472, which is used to pay the principal and interest on the SWIRFT Bonds, under Texas Water Code § 15,474, and Texas Constitution, Article III, Section 49-d-13(d) and (f); and WHEREAS, the Resolution provides that funding the commitment is contingent on future sales of SWIRFT Bonds designated by the TWDB; and WHEREAS, the TWDB intends to provide financial assistance from the SWIRFT to the Authority with proceeds of SWIRFT Bonds designated by the TWDB; and Disclai»ter: This is a 1>>orking docamient a»d is provided as a cozn-lesy. All inforfnatio» contained herein is szrbject to change upon further revie�n of the TYIrDB. I WHEREAS, the TWDB and the Authority desire to enter into this Agreement to set forth the obligations of the Parties with respect to the TWDB providing financial assistance to the Authority consistent with the desire of the TWDB to issue SWIRFT Bonds to provide money for the SWIRFT. NOW, THEREFORE, for and in consideration of the promises and the mutual covenants contained in this Agreement, the TWDB and the Authority agree as follows: AGREEMENT SECTION 1. MUTUAL COMMITMENTS. As further described in the Resolution, the TWDB committed to the Authority and the Authority hereby commits to borrow from the TWDB an amount not to exceed $7,525,000 from the SWIRFT to be evidenced by the issuance and delivery of Authority Bonds to the TWDB consistent with the terms and conditions described in this Agreement, Attachment A, Attachment B, and Attachment C. SECTION 2. TRANSACTION SCHEDULE AND PRICING. By execution of this Agreement, the Authority acknowledges and represents that it has a current need for financial assistance from the TWDB and shall take all necessary steps to issue and deliver the Authority Bonds to evidence the commitment described in Section 1. The Authority further acknowledges and understands that the TWDB is entering into this Agreement for the sole purpose of issuing SWIRFT Bonds to fund the TWDB commitment described in the Resolution and in this Agreement. The Authority acknowledges that the SWIRFT Bonds, the subject of this Agreement, are being issued for the purpose of funding the Authority's requested financial assistance. With respect to the Authority Bonds and the SWIRFT Bonds, the Parties agree to structure such public securities in a manner that will allow for substantially similar terms, redemption provisions, and related matters to allow the TWDB to timely pay the debt service on the SWIRFT Bonds. The foregoing notwithstanding, the TWDB consents to early redemption, or prepayment of the Authority Bonds, as provided for in this Agreement and the Resolution. The Authority Bonds may be prepaid by the Authority on any date beginning on or after the first scheduled interest payment date that occurs no earlier than 10 years from the dated date of the Authority Bonds. To confirm the terms of the Authority Bonds and the SWIRFT Bonds, the Authority shall execute this Agreement. In order to mutually assure the performance of the Parties under this Agreement, the Parties agree that the issuance and delivery of the SWIRFT Bonds and the issuance and delivery of the Authority Bonds to TWDB shall occur not more than fifty-six (56) days apart as reflected in Attachment C. Notwithstanding the foregoing, the Parties intend and expect that the TWDB issue and deliver its SWIRFT Bonds approximately fifteen (15) days after execution of the TWDB's Bond Purchase Agreement or such date as may be mutually agreed to in Attachment C. SECTION 3. BINDING COMMITMENT. The TWDB agrees to take all necessary steps to issue Disclaimer: This is a �>>orking document ar�d is��rovidec� as a coan•tes}�. All it?formation cof�tained herein is sit ject to change upon further reviews of the TIT'DB. 2 the SWIRFT Bonds for the purposes described in this Agreement and in the Resolution upon receipt of this Agreement, which shall be signed and delivered by the Authority to the Executive Administrator of the TWDB at least fourteen (14) days before the initiation of the pricing of the SWIRFT Bonds, as set forth in Attachment C. The Authority acknowledges that the schedule provided in Attachment C is a best estimate by the TWDB and is subject to change by the TWDB. The TWDB expressly reserves the right to modify Attachment C at any time and shall provide the Authority with an updated Attachment C as soon as practicable upon any modification; provided that, if such modification of Attachment C occurs before the initiation of pricing of the SWIRFT Bonds and such modification results in an earlier scheduled pricing date, no such modification of Attachment C may result in the Authority having fewer than five (5) days between the receipt of the modified schedule and the TWDB posting the Preliminary Official Statement for the SWIRFT Bonds. SECTION 4. TERMINATION &BREACH OF AGREEMENT. A. The Parties agree that the Authority may terminate this Agreement with no penalty in writing at any time prior to seven (7) days before the initiation of the pricing of the SWIRFT Bonds, as set forth in Attachment C. B. The Authority understands and agrees that the Authority may terminate this Agreement in writing between six (6) days and five (5) days prior to the initiation of the pricing of the SWIRFT Bonds (currently estimated to occur on September 27, 2022) as set forth in Attachment C, provided the Authority agrees to reimburse the TWDB from lawfully available funds of the Authority for its proportional share of transaction costs incurred by the TWDB, such as, but not limited to, any fees or costs related to any rating agency, financial advisor, legal counsel, or other similar party or related costs pertaining to the SWIRFT Bonds in an amount not to exceed $7,345.00 (Transaction Cost Payment). The Authority shall be obligated to pay such costs to the TWDB no later than March 7, 2023. C. The Authority understands and agrees that the Authority may terminate this Agreement in writing within four (4) days prior to the initiation of the pricing of the SWIRFT Bonds as set forth in Attachment C and no later than 9:00 am Central Standard Time on the day before the TWDB Bond Pricing, provided the Authority agrees to pay to the TWDB from lawfully available funds 1.0 percent of the amount of the commitment authorized in Section 1 of this Agreement (Pre -pricing Termination Payment), and additionally shall reimburse the TWDB from lawfully available funds of the Authority its Transaction Cost Payment. The Authority shall be obligated to pay such costs to the TWDB no later than March 7, 2023. The Authority understands and agrees that termination under this section will result in a total penalty amount of $82,595. D. The Authority understands and agrees that TWDB would suffer and incur severe and irreparable damages if the Authority Bonds are not issued and delivered. Failure to issue the Authority Bonds by the date specified in Attachment C, as contemplated in this Agreement, shall be a breach of this Agreement and the Authority shall pay, from DISC%cliMer: This is a 1norking document and is proWded as a courtesy. All inforination contained herein is subject to change upon further revieii� of the TTITIDB. lawfully available funds of the Authority, a "Post -pricing Termination Payment" to the TWDB. The Post -pricing Termination Payment shall be an amount equal to 5.0 percent of the amount of the commitment authorized in Section 1 of this Agreement. The Authority shall pay the Post -pricing Termination Payment to the TWDB no later than March 7, 2023. The Authority shall also reimburse the TWDB from lawfully available funds of the Authority, its Transaction Cost Payment, plus the Authority's proportional share of the underwriters' discount incurred by the TWDB, no later than March 7, 2023. The Authority understands and agrees that failure by the Authority to issue the Authority Bonds by the date specified in Attachment C, will result in a total penalty amount pursuant to this section not to exceed $419,339.00. SECTION 5. AMORTIZATION STRUCTURE. The Authority shall provide the TWDB a maturity schedule in the form set forth in Attachment B at the time of execution of this Agreement. A final amortization structure will be required at least seven (7) days before the initiation of pricing of the SWIRFT Bonds in accordance with the provisions of this Agreement. The par amount included in Attachment B may be revised, subject to approval by the Executive Administrator of the TWDB, at any time prior to the seventh (7th) day before the initiation of pricing of the SWIRFT Bonds with no penalty. The final amortization schedule adopted by the Authority as included in the Authority's Private Placement Memorandum and Bond Resolution must reflect the final amortization structure set forth in Attachment B. SECTION 6. CONTINGENCIES. A. The Parties agree that the TWDB's obligation to purchase the Authority's Bonds with the SWIRFT is contingent upon the TWDB receiving all legally required approvals for the issuance of the SWIRFT Bonds from the Legislative Budget Board, the Bond Review Board, and the Texas Attorney General. The TWDB's obligation to purchase the Authority's Bonds with the SWIRFT is also contingent upon the purchase and delivery of the SWIRFT Bond proceeds by the underwriters pursuant to the Bond Purchase Agreement relating to the SWIRFT Bonds. Accordingly, if any contingency described in the preceding paragraph above is unmet, the TWDB, upon delivery of written notice thereof to the Authority, may extend or terminate this Agreement together with all of its obligations and duties without incurring any cost, fee, or penalty for either the TWDB or the Authority. B. The Parties agree that the Authority's obligation to issue and deliver the Authority Bonds is contingent upon approval by the Texas Attorney General of the Authority Bonds. The Authority agrees to use its best efforts to obtain approval by the Texas Attorney General of the Authority Bonds to satisfy the closing requirements set forth in Section 2 of this Agreement. To this end, the Authority agrees as follows: Disclaimer: This• is a rvorkrng docamle»t aid is provided as a cozn•tesy. All i»formation contained hereh� is subject to change upon fin�ther review of the Ti�VD13. 4 (1) Authority shall timely file the transcript of proceedings for the Authority Bonds with the Texas Attorney General in accordance with the schedule contained in Attachment C; (2) Authority shall comply with the requirements and conditions contained in the Resolution; (3) Authority shall provide the TWDB with a copy of the preliminary approval letter from the Texas Attorney General promptly upon receipt; (4) Authority shall provide the TWDB with a copy of its responses to the preliminary approval letter concurrently with the submission of such responses to the Texas Attorney General; and (5) Authority shall allow TWDB to brief the Texas Attorney General on any issues noted in the preliminary approval letter and initiate or participate in conferences with the Texas Attorney General related to the approval of the Authority Bonds. Accordingly, if, after the Authority employs its best efforts to obtain approval by the Texas Attorney General and such approval cannot be obtained by the date specified in Attachment C, the TWDB, as a matter of law, at its sole discretion, may terminate this Agreement and upon termination the Authority shall pay, from any of its lawfully available funds, the Post -pricing Termination Payment no later than March 7, 2023, as provided in Section 4D. The Authority shall also reimburse the TWDB from lawfully available funds of the Authority its Transaction Cost Payment plus the Authority's proportional share of the underwriters' discount no later than March 7, 2023. The Authority understands and agrees that if the Authority does not obtain approval from the Texas Attorney General and issue its Authority Bonds by the date specified in Attachment C, it will be subject to a total penalty amount pursuant to this section not to exceed $419,339.00. SECTION 7. REDEMPTION OF OUTSTANDING DEBT. Proceeds of the Authority Bonds shall not be used, in whole or in part, to redeem outstanding bonds, commercial paper, or other obligations issued by the Authority. The Authority agrees that it will not take or fail to take any action that will cause the SWIRFT Bonds to be considered to be advance refunding bonds under Section 149(d) of the Internal Revenue Code of 1986, as amended. SECTION 8. NOTICES. All notices, agreements or other communications required hereunder shall be given, and shall be deemed given, when delivered in writing to the address, facsimile or email of the identified Party or Parties set forth below: Disclaimer: This is cr ii�orking documef�t crf�d is provided as a courtesy. All inforr��atio» co��tained herein is szrbject to change upon finther revieiv of the TI=T�D13. 5 Texas Water Development Board Greater Texoma Utility Authority Development Fund Manager Attn: Drew Satterwhite P.O. Box 13231 5100 Airport Dr. Austin, Texas 78711-3231 Denton, Texas 75020-8448 Telephone: (512) 4754584 Telephone: 903-7864433 Facsimile: (512) 475-2053 Facsimile E-mail E-mail: gtua@gtua.org SECTION 9. SEVERABILITY. In the event any provision of this Agreement shall be held illegal, invalid, or unenforceable by any court of competent jurisdiction, such holding shall not invalidate, render unenforceable, or otherwise affect any of its other provisions. SECTION 10. AMENDMENTS SUPPLEMENTS AND MODIFICATIONS. Other than the changes allowed under Section 3 and Section 5, this Agreement may be amended, supplemented, or modified only in a writing executed by duly authorized representatives of the Parties. SECTION 11. APPLICABLE LAW. This Agreement and any amendments shall be governed by and construed in accordance with the laws of the State of Texas. SECTION 12. STATE AUDIT. By executing this Agreement and delivering the Authority Bonds, the Authority accepts the authority of the Texas State Auditor's Office to conduct audits and investigations in connection with all state funds received pursuant to this Agreement. The Authority shall comply with any directive from the Texas State Auditor and shall cooperate in any such investigation or audit. The Authority agrees to provide the Texas State Auditor with access to any information the Texas State Auditor considers relevant to the investigation or audit. SECTION 13. FORCE MAJEURE. Either Party to this Agreement maybe excused from performance under this Agreement for any period when performance is prevented as the result of an act of God, strike, war, civil disturbance, or epidemic, provided that the Party experiencing the event of Force Majeure has prudently and promptly acted to take any and all steps that are within the Party's control to ensure performance and to shorten the duration of the event of Force Majeure. The Party suffering an event of Force Majeure shall provide notice of the event to the other Party as soon as practicable but not later than five business days after the event. Subject to this provision, such nonperformance shall not be deemed a breach or a ground for termination. SECTION 14. EFFECTIVE DATE. This Agreement shall be effective as of the date of the last signature below. SECTION 15. BINDING AGREEMENT. The execution of this Agreement has been authorized by the governing boards of both Parties. The individuals executing this Agreement have the legal authority to bind each respective Party to the terms and conditions of this Agreement. The respective commitments of the TWDB and the Authority set forth above shall be Disclaimer: This is a 1norking doczm7ent and is provided as a courtesy. All i0ornralion contained herein is szrbject to change upon finrther reviei>> of the TIVD13. 6 binding upon the TWDB and the Authority upon both Parties' execution of this Agreement. [Remainder of Page Intentionally Left Blanlc] Disclaimer: This• is a 1>>orking docam�ent aid is proi�ided as a coan-tesy. All infor•matio» contained hereif� is subject to change upon fin•ther reviely of the TYI�DB. 7 EXECUTED in multiple counterparts, each of which shall be deemed to be an original. Greater Texoma Utility Authority By: Name: Drew Satterwhite Title: General Manager Date: Discicrin�er: This rs cr lvorking clocument and is j�ro>>ided as a coarr�esy. All infor»�atio» co»tai»ed herein is sarbject to change ai�o��.finiher rerieii� of the TYI�DB. 8 TEXAS WATER DEVELOPMENT BOARD By: Name: Jeff Walker Title: Executive Administrator Date: Disclaimer: This is a working document and is proi�ided as a courtesy. A11 infori�iation contained herein is subject to change ai�on fin-ther revietii� of the TYi�DB. 9 ATTACHMENT A TWDB RESOLUTION NO. 22-064 Disclaimer: This is a �+corking docanue��t and is provided as a courtesy. All information contained herein is subject to change arpon,fiulher review of the TLVDI3. 10 A RESOLUTION OF THE TEXAS WATER DEVELOPMENT BOARD APPROVING AN APPLICATION FOR FINANCIAL ASSISTANCE IN THE AMOUNT OF $7,525,000 TO GREATER TEXOMA UTILITY AUTHORITY FROM THE STATE WATER IMPLEMENTATION REVENUE FUND FOR TEXAS THROUGH THE PROPOSED PURCHASE OF $7,525,000 GREATER TEXOMA UTILITY AUTHORITY CONTRACT REVENUE BONDS, PROPOSED SERIES 2022 (COLLIN-GRAYSON MUNICIPAL ALLIANCE PROJECT) (22-064) WHEREAS, the Greater Texoma Utility Authority (Authority) has filed an application for financial assistance in the amount of $7,525,000 from the State Water Implementation Revenue Fund for Texas (SWIRFT) to finance the planning and construction of certain water supply project(s) identified as Project No. 51080 (Project); and WHEREAS, the Authority seeks financial assistance from the Texas Water Development Board (TWDB) through the TWDB's proposed purchase of $7,525,000 Greater Texoma Utility Authority Contract Revenue Bonds, Proposed Series 2022 (Collin -Grayson Municipal Alliance Project), (together with all authorizing documents "Obligations"), all as is more specifically set forth in the application and in recommendations of the Executive Administrator's staff; and WHEREAS, the Authority has offered a pledge of contract revenues as sufficient security for the repayment of the Obligations; and WHEREAS, the commitment is approved for funding under the TWDB's pre -design funding option, and initial and future releases of funds are subject to 31 TAC § 363.1307; WHEREAS, subject to the Authority's use of an approved debt service structure, interest rate subsidies are available to the Authority for State Fiscal Year 2022 at up to the following levels: 25% for financial assistance for a term of 20 years, 18% for financial assistance for a term of 21 to 25 years, and 14% for financial assistance for a term of 26 to 30 years; and WHEREAS, the interest rate subsidies provided above are based on assumptions necessary to generate an optimum debt service structure for the anticipated TWDB SWIRFT bond issuance and are subject to modification as necessary to preserve and maintain the integrity of the SWIRFT Program; and WHEREAS, the TWDB hereby finds: 1. that the application and assistance applied for meet the requirements of Texas Water Code, Chapter 15, Subchapters G and H and 31 TAC Chapter 363, Subchapters A and M; 13 2. that the Pro)ect is a recommended water management strategy project in the State Water Plan adopted pursuant to Texas Water Code § 16.051, in accordance with Texas Water Code § 15.474(a); 3a that a water conservation plan has been submitted and implemented in accordance with Texas Water Code § 16.4021 and 31 TAC § 363.1309(b)(1); b. that the Authority has acknowledged its legal obligation to comply with any applicable requirements of federal law relating to contracting with disadvantaged business enterprises and any applicable state law relating to contracting with historically underutilized businesses, in accordance with Texas Water Code § 15.435(h) and 31 TAC § 363.1309(b)(3). NOW THEREFORE, based on these findings, the TWDB resolves as follows: a commitment is made by the TWDB to Greater Texoma Utility Authority for financial assistance in the amount of $7,525,000 from the State Water Implementation Revenue Fund for Texas, to be evidenced by the TWDB's proposed purchase of $7,525,000 Greater Texoma Utility Authority Contract Revenue Bonds, Proposed Series 2022 (Collin -Grayson Municipal Alliance Project). This commitment will expire on December 31, 2022. E Such commitment is conditioned as follows: Standard Conditions: 1. this commitment is contingent on a future sale of bonds by the TWDB or on the availability of funds on and; 2. this commitment is contingent upon the issuance of a written approving opinion of the Attorney General of the State of Texas stating that the Authority has complied with all of the requirements of the laws under which said Obligations were issued, that said Obligations were issued in conformity with the Constitution and laws of the State of Texas, and that said Obligations are valid and binding obligations of the Authority; 3. this commitment is contingent upon the Authority's continued compliance with all applicable laws, rules, policies, and guidance as these maybe amended from time to time to adapt to a change in law, in circumstances, or any other legal requirement; 4. this commitment is contingent upon the Authority executing a separate financing agreement, approved as to form and substance by the Executive Administrator, and submitting that executed agreement to the TWDB consistent with the terms and conditions described in the financing agreement; Page 2 of 8 5. interest rate subsidies for non -level debt service structure are subject to adjustment by the Executive Administrator; 6. the Authority shall use a paying agent/registrar in accordance with 31 TAC § 363.42(c)(2), and shall require the paying agent/registrar to provide a copy of all receipts documenting debt service payments to the TWDB and to the TWDB's designated Trustee; The Following Conditions Must Be Included in the Obligations: 7. the Obligations must provide that the Obligations can be called for early redemption on any date beginning on or after the first interest payment date that is 10 years from the dated date of the Obligations, at a redemption price of par, together with accrued interest to the date fixed for redemption; 8. the Obligations must provide that the Authority will comply with all applicable TWDB laws and rules related to the use of the financial assistance, 9. the Obligations must provide that the Authority must comply with all conditions as specified in the final environmental finding of the Executive Administrator when issued, including the standard emergency discovery conditions for threatened and endangered species and cultural resources; 10. the Obligations must contain a provision requiring the Authority to maintain insurance coverage sufficient to protect the TWDB's interest in the project; 11. the Obligations must include a provision wherein the Authority, or an obligated person for whom financial or operating data is presented to the TWDB in the application for financial assistance either individually or in combination with other issuers of the Authority's Obligations or obligated persons, will, at a minimum, regardless of the amount of the Obligations, covenant to comply with requirements for continuing disclosure on an ongoing basis substantially in the manner required by Securities and Exchange Commission (SEC) in 17 CFR § 240.15c242 (Rule 15c2- 12) and determined as if the TWDB were a Participating Underwriter within the meaning of such rule, such continuing disclosure undertaking being for the benefit of the TWDB and the beneficial owners of the Authority's Obligations, if the TWDB sells or otherwise transfers such Obligations, and the beneficial owners of the TWDB's bonds if the Authority is an obligated person with respect to such bonds under SEC Rule 15c242; 12. the Obligations must include a provision requiring the Authority to use any proceeds from the Obligations that are determined to be surplus proceeds remaining after completion of the Project and completion of a final accounting in a manner approved by the Executive Administrator; s_ Page 3 of 8 13. the Obligations must contain a provision that the TWDB may exercise all remedies available to it in law or equity, and any provision of the Obligations that restricts or limits the TWDB's full exercise of these remedies shall be of no force and effect; 14. financial assistance proceeds are public funds and, as such, the Obligations must include a provision requiring that these proceeds shall be held at a designated state depository institution or other properly chartered and authorized institution in accordance with the Public Funds Investment Act, Government Code, Chapter 2256, and the Public Funds Collateral Act, Government Code, Chapter 2257; 15. financial assistance proceeds shall not be used by the Authority when sampling, testing, removing, or disposing of contaminated soils and/or media at the Project site. The Obligations shall include an environmental indemnification provision wherein the Authority agrees to indemnify, hold harmless and protect the TWDB from any and all claims, causes of action or damages to the person or property of third parties arising from the sampling, analysis, transport, storage, treatment, recycling and disposition of any contaminated sewage sludge, contaminated sediments and/or contaminated media that may be generated by the Authority, its contractors, consultants, agents, officials and employees as a result of activities relating to the Project to the extent permitted by taw, 16. the Obligations must include a provision stating that the Authority shall report to the TWDB the amounts of Project funds, if any, that were used to compensate historically underutilized businesses that worked on the Project, in accordance with 31 TAC § 363.1312; 17. the Obligations must contain a provision that the TWDB will purchase the Obligations, acting through the TWDB's designated Trustee, and the Obligations shall be registered in the name of Cede & Co. and closed in book -entry -only form in accordance with 31 TAC § 363.42(c)(1); 18. the Obligations must contain a provision stating that the Authority shall abide by all applicable construction contract requirements related to the use of iron and steel products produced in the United States, as required by Texas Government Code, Chapter 2252, Subchapter G and Texas Water Code § 17,183; 19. the Obligations must include a provision prohibiting the Authority from using the proceeds of this financial assistance in a manner that would cause the Obligations to become "private activity bonds" within the meaning of § 141 of the Internal Revenue Code as amended (Code) and the Treasury Regulations promulgated thereunder (Regulations); 20. the Obligations must provide that no portion of the proceeds of the financial { assistance will be used, directly or indirectly, in a manner that would cause the Obligations to be "arbitrage bonds" within the meaning of § 148(a) of the Code and Regulations, including to acquire or to replace funds that were used, directly or indirectly, to acquire Nonpurpose Investments (as defined in the Code and Regulations) that produce a yield materially higher than the yield on the TWDB's s bonds that are issued to provide financing for the financial assistance (Source Series Bonds), other than Nonpurpose Investments acquired with: a. proceeds of the TWDB's Source Series Bonds invested for a reasonable temporary period of up to three (3) years after the issue date of the Source Series Bonds until such proceeds are needed for the facilities to be financed; b. amounts invested in a bona fide debt service fund, within the meaning of § 1.1484(b) of the Regulations; and c. amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed the least of maximum annual debt service on the Obligations, 125% of average annual debt service on the Obligations, or 10 percent of the stated principal amount (or, in the case of a discount, the issue price) of the Obligations; 21. the Obligations must include a provision requiring the Authority take all necessary steps to comply with the requirement that certain amounts earned on the investment of gross proceeds of the Obligations be rebated to the federal i government in order to satisfy the requirements of § 148 of the Code. The Obligations must provide that the Authority will: a. account for all Gross Proceeds, as defined in the Code and Regulations, (including all receipts, expenditures, and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and retain all records of such accounting for at least six years after the final Computation Date. The Authority may, however, to the extent permitted by law, commingle Gross Proceeds of its financial assistance with other money of the Authority, provided that the Authority separately accounts for each receipt and expenditure of such Gross Proceeds and the obligations acquired therewith)* b. calculate the Rebate Amount, as defined in the Code and Regulations, with respect to its financial assistance, not less frequently than each Computation Date, in accordance with rules set forth in § 148(f) of the Code, § 1.148-3 of the Regulations, and the rulings thereunder. The Authority shall maintain a copy of such calculations for at least six years after the final Computation Date; c. as additional consideration for providing financial assistance, and in order to induce providing financial assistance by measures designed to ensure the excludability of the interest on the TWDB's Source Series Bonds from the gross income of the owners thereof for federal income tax purposes, pay to Page 5 of 8 the United States the amount described in paragraph (b) above within 30 days after each Computation Date; d. exercise reasonable diligence to assure that no errors are made in the calculations required by paragraph (b) and, if such error is made, to discover and promptly to correct such error within a reasonable amount of time thereafter, including payment to the United States of any interest and any penalty required by the Regulations; 22. the Obligations must include a provision prohibiting the Authority from taking any action that would cause the interest on the Obligations to be includable in gross income for federal income tax purposes; 23. the Obligations must provide that the Authority will not cause or permit the Obligations to be treated as "federally guaranteed" obligations within the meaning of § 149(b) of the Code; 24. the Obligations must contain a covenant that the Authority will refrain from using the proceeds of the Obligations to pay debt service on another issue of obligations of the borrower in contravention of § 149(d) of the Code (related to "advance refundings"); � 25. the Obligations must provide that neither the Authority nor a related party thereto will acquire any of the TWDB's Source Series Bonds in an amount related to the amount of the Obligations to be acquired from the Authority by the TWDB; 2b. the Obligations must contain a provision requiring that, upon request by the Executive Administrator, the Authority shall submit annual audits of contracting parties for the Executive Administrator's review; 27. the Obligations must contain a provision requiring the Authority to maintain and enforce the contracts with its customers so that the revenues paid to the Authority by its customers are sufficient to meet the revenue requirements of the Authority's obligations arising from the operation of the water system; 2$. the Obligations must contain a provision that the pledged contract revenues from the Authority may not be pledged to the payment of any additional parity obligations of the Authority secured by a pledge of the same contract revenues unless the Authority demonstrates to the Executive Administrator's satisfaction that the pledged contract revenues will be sufficient for the repayment of all Obligations and additional parity obligations; Conditions to Close or for Release of Funds: 29, prior to closing, if not previously provided with the application, the Authority shall I submit executed contracts for engineering and, if applicable, financial advisor and bond counsel, for the Project that are satisfactory to the Executive Administrator. Fees to be reimbursed under the contracts must be reasonable in relation to the services performed, reflected in the contract, and acceptable to the Executive Administrator; 30. prior to closing, when any portion of financial assistance is to be held in escrow or in trust, the Authority shall execute an escrow agreement or trust agreement, approved as to form and substance by the Executive Administrator, and shall submit that executed agreement to the TWDB; 31. prior to closing, the Authority's bond counsel must prepare a written opinion that states that the interest on the Obligations is excludable from gross income or is exempt from federal income taxation. Bond counsel may rely on covenants and representations of the Authority when rendering this opinion; 32. prior to closing, the Authority's bond counsel must prepare a written opinion that states that the Obligations are not "private activity bonds." Bond counsel may rely on I covenants and representations of the Authority when rendering this opinion; t 33a the transcript must include a No Arbitrage Certificate or similar Federal Tax Certificate setting forth the Authority's reasonable expectations regarding the use, expenditure, and investment of the proceeds of the Obligations; 34. the transcript must include evidence that the information reporting requirements of § 149(e) of the Internal Revenue Code will be satisfied. This requirement may be satisfied by filing an IRS Form 8038 with the Internal Revenue Service. In addition, the applicable completed IRS Form 8038 or other evidence that the information reporting requirements of § 149(e) have been satisfied must be provided to the Executive Administrator within fourteen (14) days of closing. The Executive Administrator may withhold the release of funds for failure to comply; 35. prior to closing, the Authority must submit executed contracts between the Authority and the contracting parties regarding the contract revenues pledged to the payment of the Authority's Obligations, in form and substance acceptable to the Executive Administrator. Such contracts shall include provisions consistent with the provisions of this Resolution regarding the contracting parties' annual audits, the setting of rates and charges and collection of revenues sufficient to meet the Authority's debt service obligations and additional parity obligations. r APPROVED and ordered of record this, the 27th day of July 2022. 0 Jeff Waller, dministrator TEXAS WATER DEVELOPMENT BOARD , aorgooke T. Paup, ChairwomaV DATE SIGNED: r;yl��:��rulr ► a DESCRIPTION OF BORROWER BONDS Title of Borrower Bonds: Project Name: Project Number: Aggregate Principal Amount of Borrower Bonds: Anticipated Closing Date: Dated Date: First Principal Payment Date: First Interest Payment Date: Maturity Schedule: Maturity Principal Amount Disclaimer: This is a working docannent cmd is p�•o>>ided as a cou�•Iesy. All it?fo�•mation contained herein is subject to change upon finther reviely of the TWD13. II ATTACHMENT C FINANCING SCHEDULE* DATE ACTION 07/27/2022 TWDB approval of commitments 09 5 2022 Gabor Day Holiday** 09 Noon 9 2022 Due date for TWDB to receive signed financing agreement from political subdivision 09 13 2022 Financing agreement - last day to execute 14 days prior to initiation of pricing) 09 20 2022 Financing agreement (Sec. 4A) -last day political subdivisions can terminate without penalty 7 days prior to initiation ofpricing) 09 20 2022 Financing agreement (Sec. 5) -last day political subdivisions can modify maturity schedule 7 days prior to initiation ofpricing) 09 22 2022 Financing agreement (Sec. 4B) -last day political subdivisions can terminate with costs of issuance 5 days prior to initiation ofpricing) 09 27 2022 Financing agreement (Sec. 4C) -before 9:00 a.m. political subdivisions can terminate with costs of issuance and 1% penalty (1 day prior to pricing). 09 27 2022 TWDB bond pricing initiation (pre"pricing begins) 09 28 2022 TWDB bond pricing 10 6 2022 TWDB approves interest rates available to political subdivisions Various Political subdivisions adopt bond resolutions and/or master agreements Various Political subdivisions submit transcripts to Texas Attorney General in preparation of closing 10 10 2022 Columbus Day Holiday TWDB open)** 10 13 2022 TWDB bond closing olitical subdivisions must close within 56 days) 10/14 12 to 8 2022 Closings on political subdivision obligations 11 11 2022 Veteran's Day Holida ** 11 24 2022 Thanksgiving Holida ** 11 25 2022 Thanksgiving Holida ** 12 8 2022 Last day to close on political subdivision obligations 12 9 2022 Financing agreement (Sec. 4D) -penalty applied to any political subdivision failing to issue debt Start of post -pricing termination payment period (includes costs of issuance, underwriters' discount and 5%penalty) 03 7 2023 Last due date for payment of penalties *Preliminary, subject to change **State agency holidays are reflected to show when TWDB is closed; they are counted towards deadlines. Disclaimer: This is a 1i)orking document and is provided as a cozn•tesy. All infor»ratio» co»tnined herein is subject to ch�mge upon,fi.n7her review of the TWDB. 12 CERTIFICATE OF CITY SECRETARY THE STATE OF TEXAS § COUNTY OF COLLIN § CITY OF ANNA § I, the undersigned, City Secretary of the City of Anna, Texas, DO HEREBY CERTIFY as follows: 1. On the 13'h day of September, 2022, the City Council of the City of Anna, Texas, convened in regular session at its regular meeting place of said City; the duly constituted members of the Council being as follows: NATE PIKE LEE MILLER RANDY ATCHLEY KEVIN TOTEN PETE CAIN STAN CARVER II DANNY USSERY MAYOR MAYOR PRO TEM DEPUTY MAYOR PRO TEM COUNCIL MEMBERS all of said persons were present at said meeting, except the following: f�if�c Among other business considered at said meeting, the attached ordinance entitled: "AN ORDINANCE approving and authorizing the execution and delivery of a "Contract of Indemnification" with the Greater Texoma Utility Authority in connection with the issuance of contract revenue bonds on behalf of the City; and resolving other matters incident and related to the execution and delivery of such contract." was introduced and submitted to the Council for passage and adoption. After presentation and due consideration of the ordinance, and upon a motion made and seconded, the ordinance was duly passed and adopted by the Council to be effective immediately by the following vote: 'I voted for voted "Against" abstained all as shown in the official Minutes of the Council for the meeting held on the aforesaid date. 2. The attached ordinance is a true and correct copy of the original on file in the official records of the City; the duly qualified and acting members of the City Council of the City on the date of the aforesaid meeting are those persons shown above and, according to the records of my office, advance notice of the time, place and purpose of the meeting was given to each member of the Council; and that said meeting, including the subject of the entitled ordinance, was posted and given in advance thereof in compliance with the provisions of Chapter 551 of the Texas Government Code, as amended. 131596594.1 /1001187061 IN WITNESS WHEREOF, I have hereunto signed my name officially and affixed the seal of said City, this 13th day of September, 2022. City Secretary City of Anna, Texas (CITY SEAL) 131596594.1/1001187061 [signature page of Certificate of City Secretary]