Loading...
HomeMy WebLinkAboutOrd 805-2019 Authorizing Issuance of Special Assessment Revenue Bonds, Series 2019 (Hurricane Creek PID)CERTIFICATE FOR ORDINANCE THE STATE OF TEXAS COLLIN COUNTY CITY OF ANNA We, the undersigned officers of the City of Anna, Texas (the “City”), hereby certify as follows: 1. The City Council (the “Council”) of the City convened in a regular meeting on March 12, 2019, at the regular designated meeting place, and the roll was called of the duly constituted officers and members of the Council, to wit: Nate Pike, Mayor Lee Miller, Mayor Pro-Tem Nathan Bryan, Deputy Mayor Pro-Tem Kevin Toten, Council Member Alonzo Tutson, Council Member John Beazley, Council Member Chris Reeves, Council Member Jim Proce, City Manager Carrie L. Smith, City Secretary and all of said persons were present, except Nathan Bryan and Chris Reeves, thus constituting a quorum. Whereupon, among other business the following was transacted at said meeting: a written Ordinance entitled AN ORDINANCE AUTHORIZING THE ISSUANCE OF THE “CITY OF ANNA, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2019 (HURRICANE CREEK PUBLIC IMPROVEMENT DISTRICT MAJOR IMPROVEMENT AREA PROJECT)”; APPROVING AND AUTHORIZING AN INDENTURE OF TRUST, A BOND PLACEMENT AGREEMENT, A PRIVATE PLACEMENT MEMORANDUM, A CONTINUING DISCLOSURE AGREEMENT AND OTHER AGREEMENTS AND DOCUMENTS IN CONNECTION THEREWITH; MAKING FINDINGS WITH RESPECT TO THE ISSUANCE OF SUCH BONDS; AND PROVIDING AN EFFECTIVE DATE was duly introduced for the consideration of the Council. 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, with all members of the Council shown present above voting “Aye,” except as noted below: NAYS: 0 ABSTENTIONS: 0 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 Council's minutes of said meeting; the above and foregoing paragraph is a true, full, and correct excerpt from the Council's minutes of said meeting pertaining to the passage of said Ordinance; the persons named in the above and foregoing paragraph are the duly chosen, qualified, and acting officers and members of the Council as indicated therein; that each of the officers and members of the Council 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 each of said officers and members consented, in advance, to the holding of said meeting for such purpose; and that 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 the Texas Government Code, Chapter 551. 3. The Council has approved and hereby approves the Ordinance; and the Mayor and City Secretary 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 ON MARCH 12, 2019 . Carrie L. Smith, City Secretary (City Seal) ,,1111111 .,,,,,,,, ,,,,, 0 F ,4 ,,,,, ,,,_, Iv .. ,.,.. ~'L, •• •••••. rA~ :,;,, ;2'4.._'-*·· ·-:~~ ...... ..., • • 7 :-:. 2 u.-· ·.. -;-. ~ • • =--= • • = = : : *:: ;.*\ .: § ~ ·.• ..· * g ~ * ... .. ·"' Q, ••••••• <"--" ,.,,,,, ,..EX r...--:, ,❖❖ 1111 I r \,,, l////fl/111111\\\1 1 CITY OF ANNA ORDINANCE NO. 805-2019 AN ORDINANCE AUTHORIZING THE ISSUANCE OF THE "CITY OF ANNA, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2019 (HURRICANE CREEK PUBLIC IMPROVEMENT DISTRICT MAJOR IMPROVEMENT AREA PROJECT)"; APPROVING AND AUTHORIZING AN INDENTURE OF TRUST, A BOND PLACEMENT AGREEMENT, A PRIVATE PLACEMENT MEMORANDUM, A CONTINUING DISCLOSURE AGREEMENT AND OTHER AGREEMENTS AND DOCUMENTS IN CONNECTION THEREWITH; MAKING FINDINGS WITH RESPECT TO THE ISSUANCE OF SUCH BONDS; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City of Anna, Texas (the "City"), pursuant to and in accordance with the terms, provisions and requirements of the Public Improvement District Assessment Act, Subchapter A of Chapter 372, Texas Local Government Code, has previously established the "Hurricane Creek Public Improvement District" (the "District"); and WHEREAS, pursuant to the PID Act, the City Council of the City (the "Council") published notice of the assessment hearing in a newspaper of general circulation in the City, and held a public hearing on March 12, 2019, regarding the levy of special assessments within the District, and on such date, the Council adopted an ordinance levying such special assessments (the "Assessment Ordinance"); and WHEREAS, in the Assessment Ordinance, the Council approved and accepted the Service and Assessment Plan (as defined in the Assessment Ordinance) relating to the District and levied the Assessments (as defined in the Indenture (defined below)) against the Major Improvement Area Assessed Property (as defined in the Service and Assessment Plan); and WHEREAS, the Council has found and determined that it is in the best interests of the City to issue its bonds to be designated "City of Anna, Texas, Special Assessment Revenue Bonds, Series 2019 (Hurricane Creek Public Improvement District Major Improvement Area Project)" (the "Bonds"), such Bonds to be payable from and secured by the Pledged Revenues (as defined in the Indenture); and WHEREAS, the City is authorized by the PID Act to issue the Bonds for the purpose of (i) paying the Costs (as defined in the Indenture), (ii) paying interest on the Bonds during and after the period of acquisition and construction of the Major Improvement Area Projects (as defined in the Indenture), (iii) funding a reserve fund for payment of principal and interest on the Bonds, (iv) paying a portion of the costs incidental to the organization of the District and (v) paying the costs of issuance of the Bonds; and WHEREAS, the Council has found and determined to approve (i) the issuance of the Bonds to finance the Major Improvement Area Projects, (ii) the form, terms and provisions of the Indenture securing the Bonds authorized hereby, (iii) the form, terms and provisions of a Placement Agreement (defined below) between the City and the Placement Agent (defined below), (iv) a Private Placement Memorandum (defined below), (v) a Continuing Disclosure Agreement (defined below), (vi) the form, terms and provisions of a Landowner Agreement (defined below), (vii) the form, terms and provisions of a Redemption Agreement (defined 2 below), and (vii) the form, terms and provisions of a Funding and Reimbursement Agreement (defined below); and WHEREAS, the meeting at which this Ordinance is considered is open to the public as required by law, and the public notice of the time, place and purpose of said meeting was given as required by Chapter 551, Texas Government Code, as amended; NOW, THEREFORE BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THAT: Section 1. Findings. The findings and determinations set forth in the preamble hereof are hereby incorporated by reference for all purposes as if set forth in full herein. Section 2. Approval of Issuance of Bonds and Indenture of Trust. (a)The issuance of the Bonds in the principal amount of $3,535,000 for the purpose of (i) paying the Costs, (ii) paying a portion of the interest on the Bonds during and after the period of acquisition and construction of the Major Improvement Area Projects, (iii) funding a reserve fund for payment of principal and interest on the Bonds, (iv) paying a portion of the costs incidental to the organization of the District, and (v) paying the costs of issuance of the Bonds, is hereby authorized and approved. (b)The Bonds shall be issued and secured under that certain Indenture of Trust (the "Indenture"), dated as of March 15, 2019, between the City and Regions Bank, an Alabama state banking corporation with offices in Houston, Texas, as trustee (the "Trustee"), with such changes as may be necessary or desirable to carry out the intent of this Ordinance and as approved by the Mayor or Mayor Pro Tem of the City, such approval to be evidenced by the execution and delivery of the Indenture, which Indenture is hereby approved in substantially final form attached hereto as Exhibit A and incorporated herein as a part hereof for all purposes. The Mayor or Mayor Pro Tem of the City is hereby authorized and directed to execute the Indenture and the City Secretary is hereby authorized and directed to attest such signature of the Mayor or Mayor Pro Tem. (c)The Bonds shall be dated, shall mature on the date or dates and in the principal amount or amounts, shall bear interest, shall be registered as to both principal and interest, shall be subject to redemption and shall have such other terms and provisions as set forth in the Indenture. The Bonds shall be in substantially the form set forth in the Indenture, with such insertions, omissions and modifications as may be required to conform the form of Bond to the actual terms of the Bonds. The Bonds shall be payable from and secured by the Pledged Revenues (as defined in the Indenture) and other assets of the Trust Estate (as defined in the Indenture) pledged to the Bonds, and shall never be payable from ad valorem taxes or any other funds or revenues of the City. Section 3. Sale of Bonds; Approval of Bond Placement Agreement. The Bonds shall be sold to FMSbonds, Inc. (the "Placement Agent") at the price and on the terms and provisions set forth in that certain Bond Placement Agreement (the "Placement Agreement"), dated the date hereof, between the City and the Placement Agent, attached hereto as Exhibit B and incorporated herein as a part hereof for all purposes, which terms of sale are declared to be in the best interest of the City. The form, terms and provisions of the Placement Agreement are hereby 3 authorized and approved and the Mayor or Mayor Pro Tem of the City is hereby authorized and directed to execute and deliver the Placement Agreement. The Mayor's or Mayor Pro Tem's signature on the Placement Agreement may be attested by the City Secretary. The Initial Bond shall be registered in the name of the Placement Agent. Section 4. Private Placement Memorandum. The form and substance of the Preliminary Private Placement Memorandum and any addenda, supplement or amendment thereto and the final Private Placement Memorandum for the Bonds and any addenda, supplement or amendment thereto (the "Private Placement Memorandum") are hereby approved and adopted in all respects. The Private Placement Memorandum, with such appropriate variations as shall be approved by the Mayor or Mayor Pro Tem of the City and the Placement Agent, may be used by the Placement Agent in the offering and sale of the Bonds. The City Secretary is hereby authorized and directed to include and maintain a copy of the Preliminary Private Placement Memorandum (as defined in the Placement Agreement) and the Private Placement Memorandum and any addenda, supplement or amendment thereto thus approved among the permanent records of this meeting. The use and distribution of the Preliminary Private Placement Memorandum in the offering of the Bonds is hereby ratified, approved and confirmed. The City deems the Preliminary Private Placement Memorandum final, within the meaning of Rule 15c2-12 issued by the United States Securities and Exchange Commission under the Securities Exchange Act of 1934 (the "Rule"), as of its date, except for the omission of information specified in Section (b)(1) of the Rule, as permitted by Section (b)(1) of the Rule. Notwithstanding the approval and delivery of such Preliminary Private Placement Memorandum and Private Placement Memorandum by the Council, the Council is not responsible for and proclaims no specific knowledge of the information contained in the Preliminary Private Placement Memorandum and the Private Placement Memorandum pertaining to the Major Improvement Area Projects, the Developer or its financial ability, any builders, any landowners or the appraisal of the property in the District. Section 5. Continuing Disclosure Agreement. The Continuing Disclosure Agreement (the "Continuing Disclosure Agreement") between the City, P3Works, LLC and Regions Bank is hereby authorized and approved in substantially final form attached hereto as Exhibit C and incorporated herein as a part hereof for all purposes, and the Mayor or Mayor Pro Tem of the City is hereby authorized and directed to execute and deliver such Continuing Disclosure Agreement with such changes as may be required to carry out the purpose of this Ordinance and approved by the Mayor or Mayor Pro Tem, such approval to be evidenced by the execution thereof. Section 6. Landowner Agreement. That certain Landowner Agreement (the "Landowner Agreement"), between the City and the entity defined in the Landowner Agreement as the "Landowner" is hereby authorized and approved in substantially the form attached hereto as Exhibit D which is incorporated herein as a part hereof for all purposes and the Mayor or Mayor Pro Tem is each hereby authorized and directed to execute and deliver such Landowner Agreement with such changes as may be required to carry out the purposes of this Ordinance and approved by the Mayor or Mayor Pro Tem, such approval to be evidenced by the execution thereof. Section 7. Funding and Reimbursement Agreement. That certain agreement titled Phase #1 Funding and Reimbursement Agreement (the "Funding and Reimbursement Agreement") between the City and the Developer is hereby authorized and approved in 4 substantially the form attached hereto as Exhibit E which is incorporated herein as a part hereof for all purposes and the Mayor or Mayor Pro Tem is hereby authorized and directed to execute and deliver such Funding and Reimbursement Agreement with such changes as may be required to carry out the purpose of this Ordinance and then as approved by the Mayor or Mayor Pro Tem, such approval to be evidenced by the execution thereof. The Mayor's or Mayor Pro Tem's signature on the Funding and Reimbursement Agreement may be attested by the City Secretary. Section 8. Redemption Agreement. That certain agreement titled Major Improvement Area Agreement Regarding Conveyance of Right of Redemption and Waiver of Agricultural Valuation – Hurricane Creek Public Improvement District (the "Redemption Agreement") by and among the City, the Developer and the Trustee is hereby authorized and approved substantially in the form attached hereto as Exhibit F which is incorporated herein as a part hereof for all purposes and the Mayor or Mayor Pro Tem is hereby authorized and directed to execute and deliver such Redemption Agreement with such changes as may be required to carry out the purpose of this Ordinance and then as approved by the Mayor or Mayor Pro Tem, such approval to be evidenced by the execution thereof. The Mayor's or Mayor Pro Tem's signature on the Redemption Agreement may be attested by the City Secretary. Section 9. Additional Actions. The Mayor, the Mayor Pro Tem, the City Manager, the Finance Director and the City Secretary are hereby authorized and directed to take any and all actions on behalf of the City necessary or desirable to carry out the intent and purposes of this Ordinance and to issue the Bonds in accordance with the terms of this Ordinance. The Mayor, the Mayor Pro Tem, the City Manager, the Finance Director and the City Secretary are hereby authorized and directed to execute and deliver any and all certificates, agreements, notices, instruction letters, requisitions and other documents which may be necessary or advisable in connection with the sale, issuance and delivery of the Bonds and the carrying out of the purposes and intent of this Ordinance. Section 10. Severability. If any Section, paragraph, clause or provision of this Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such Section, paragraph, clause or provision shall not affect any of the remaining provisions of this Ordinance. Section 11. Effective Date. This Ordinance is passed on one reading as authorized by Texas Government Code, Section 1201.028, and shall be effective immediately upon its passage and adoption. ------------------------------- A-1 EXHIBIT A INDENTURE OF TRUST (Omitted at this point as included elsewhere in transcript.) B-1 EXHIBIT B BOND PLACEMENT AGREEMENT (Omitted at this point as included elsewhere in transcript.) C-1 EXHIBIT C CONTINUING DISCLOSURE AGREEMENT (Omitted at this point as included elsewhere in transcript.) D-1 EXHIBIT D LANDOWNER AGREEMENT (Omitted at this point as included elsewhere in transcript.) E-1 EXHIBIT E FUNDING AND REIMBURSEMENT AGREEMENT (Omitted at this point as included elsewhere in transcript.) F-1 EXHIBIT F REDEMPTION AGREEMENT (Omitted at this point as included elsewhere in transcript.)