HomeMy WebLinkAboutOrd 1011-2022 Approving GTUA Contract Revenue Bonds, Series 2022ORDINANCE NO.
AN ORDINANCE by the City Council of the City of Anna, Texas relating to the
Greater Texoma Utility Authority Contract Revenue Bonds, Series 2022
(Collin/Grayson Water Transmission Project) and approving the issuance
thereof and the facilities to be constructed or acquired by such Authority
WHEREAS, the City Council has heretofore authorized the execution of a certain
"Amended and Restated Contract for Water Supply and Sewer Service", dated as of April 17,
2006 (the "Contract") with the Greater Texoma Utility Authority (the "Authority"); and
WHEREAS, under Section 4.15 of the Contract, it is provided that the City shall approve
(i) the issuance by the Authority of any bonds that are to be payable (in whole or in part) from
certain moneys that the City has contracted to pay under the provisions of the Contract, and (ii)
the facilities to be constructed, acquired and improved; and
WHEREAS, in connection with the proposed "Greater Texoma Utility Authority Contract
Revenue Bonds, Series 2022 (Collin/Grayson Water Transmission Project)" (the "Bonds"), the
Texas Water Development Board (the "Board") has agreed to purchase the Bonds and, therefore,
it is neither necessary nor advisable for the Authority to prepare a Notice of Sale; and
WHEREAS, it is now appropriate for this Council to approve the issuance and delivery of
the Bonds and the facilities to be constructed or acquired with the proceeds of the Bonds,
including the project (the "Series 2022 Project") described in the Resolution of the Authority
authorizing the Bonds (the "Bond Resolution"); now, therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS:
SECTION 1: The facilities to be constructed, acquired, and improved by the Authority with
the proceeds of the Bonds as described in the Bond Resolution are hereby approved. The
issuance of the Bonds by the Authority and the use of the proceeds thereof, as described in the
Bond Resolution, is hereby approved. The Bond Resolution is approved as to form and content,
and the City acknowledges that the payment of principal of and interest on the Bonds is payable,
in whole or in part, from payments to be made by the City under and pursuant to the Contract.
The City agrees to provide the reports described in the Bond Resolution within the times specified
therein, in compliance with the Board's commitment. The City agrees with the obligations and
conditions set forth in the Board's Commitment 22-064, and the City hereby expressly agrees that
it will not acquire any of the Board's bonds that were issued to provide financing for the Bonds in
the amount of the Bonds to be acquired from the Authority by the Board. A copy of such
commitment is attached hereto as Exhibit A.
SECTION 2: It is the purpose and intent of the City Council of the City to approve the
Bond Resolution, and the facilities to be constructed, acquired, and improved in full accordance
with the provisions of the Contract mentioned in the preamble hereof. To the extent required by
the Board or the Office of the Attorney General of Texas, the Authority is authorized by this City
Council to make changes and revisions to the Bond Resolution from the form approved by this
Ordinance in order to expedite the delivery of the Bonds. It is the intent of the City to authorize
the Authority to proceed with the construction, acquisition, and improvement of the facilities at the
earliest possible date, but nothing herein shall be construed as a limitation upon the right and
power of the City to approve a change in the facilities for which the Bonds are to be issued (but
not the purpose for which the Bonds are to be issued as set forth in the Bond Resolution), the
132917068.111001187061
City specifically reserving the right to modify the facilities for which the Bonds are being issued if
the Authority and the City agree such modification should be made.
SECTION 3: In order to assist the Authority in complying with Rule 15c2-12 of the
Securities Exchange of Act of 1934, as amended (the "Rule"), the City covenants and agrees as
follows:
(a) Annual Reports. The City will provide to the Authority, no later than March 1 of
each year (or such other date as may be agreed to by the City and the Authority, but no later than
six months after its fiscal year end), while the City is an "obligated person" under the Rule, the
information with respect to the City described in the Bond Resolution. Any financial statements
to be provided pursuant to this Section shall be (i) prepared in accordance with the accounting
principles described in the City's audited financial statements, and (ii) audited, if the City
commissions an audit of such statements and the audit is completed within the period during
which they must be provided. If the audit of such financial statements is not completed within
such period, then the City shall provide notice to the Authority that the audited financial statements
are not available and shall provide unaudited financial information of the type for the applicable
fiscal year to the Authority by the required time. Thereafter, when and if audited financial
statements are available, the City shall provide such audited financial statements as required to
the Authority.
If the City's fiscal year end differs from the Authority's fiscal year end, the City shall provide
the most recent year end annual information as well as cumulative current year to date
information. The City shall notify the Authority if the City changes its fiscal year.
The financial information and operating data to be provided pursuant to this Section may
be set forth in full in one or more documents or may be included by specific reference to any
document available to the public on the MSRB's Internet Web site or filed with the SEC.
The City will notify the Authority as soon as possible if the information required by this
Section cannot be provided in the above -specified time frame.
(b) Notice of Certain Events. To the extent applicable to the City as an "obligated
person" under the Rule and in connection with the Bonds, the City agrees to notify the MSRB in
a timely manner and not more than 10 business days after occurrence of the event:
(i) Principal and interest payment delinquencies;
(ii) Non-payment related defaults, if material;
(iii) Unscheduled draws on debt service reserves reflecting financial difficulties;
(iv) Unscheduled draws on credit enhancements reflecting financial difficulties;
(v) Substitution of credit or liquidity providers, or their failure to perform;
(vi) Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB),
or other material notices or determinations with respect to the tax status of the Bonds, or other
material events affecting the tax status of the Bonds;
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if material;
(vii) Modifications to rights of holders of the Bonds, if material;
(viii) Bond calls, if material, and tender offers;
(ix) Defeasances;
(x) Release, substitution, or sale of property securing repayment of the Bonds,
(xi) Rating changes;
(xii) Bankruptcy, insolvency, receivership, or similar event of the City, which
shall occur as described below;
(xiii) The consummation of a merger, consolidation, or acquisition involving the
City or the sale of all or substantially all of its assets, other than in the ordinary course of business,
the entry into of a definitive agreement to undertake such an action or the termination of a
definitive agreement relating to any such actions, other than pursuant to its terms, if material;
(xiv) Appointment of a successor or additional trustee or the change of name of
a trustee, if material;
(xv) Incurrence of a Financial Obligation of the City, if material, or agreement to
covenants, events of default, remedies, priority rights, or other similar terms of a Financial
Obligation of the City, any of which affect security holders, if material; and
(xvi) Default, event of acceleration, termination event, modification of terms, or
other similar events under the terms of a Financial Obligation of the City, any of which reflect
financial difficulties.
(c) Accuracy and Completeness. The City warrants that all information provided by it
to the Authority pursuant to this Section will be accurate in all material respects to the best of its
knowledge and belief. The City will provide the Authority with such information as the Authority
may reasonably request to confirm the accuracy and completeness of any information provided
by the City pursuant to this Section. If the Authority thereafter has reasonable grounds to question
the completeness or accuracy of such information, the City will afford the Authority and its
attorneys and agents, at the expense of the Authority, reasonable access to any and all records,
documents, contracts, and other information which is in the custody or control of the City to
confirm such accuracy and completeness. The Authority and its attorneys and agents shall
maintain the confidentiality of all such information; unless required to be provided by the Authority
to the MSRB, and except as otherwise provided by law. The City shall not be required to provide
information or to allow access to its records which exceeds the standards applicable to a due
diligence inquiry in the preparation of an official statement in connection with the sale of Bonds or
any Additional Bonds by the Authority.
(d) Limitations, Disclaimers and Amendments. (1) The City shall be obligated to
observe and perform the covenants specified in this Section for so long as, but only for so long
as, the Authority and the City each remain an Obligated Person, provided that the Authority and
the City in any event will give notice of any payment or deposit of funds by either of such parties
that causes the Bonds to be retired and defeased.
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(2) The provisions of this Section are for the sole benefit of the Holders and beneficial
owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any
legal or equitable right, remedy, or claim hereunder to any other person. The Authority and the
City undertake to provide only the financial information, operating data, financial statements and
notices which it has expressly agreed to provide pursuant to this Section and do not hereby
undertake to provide any other information that may be relevant or material to a complete
presentation of the Authority's or the City's financial results, condition, or prospects or hereby
undertake to update any information provided in accordance with this Section or otherwise, except
as expressly provided herein. Neither the Authority nor the City make any representation or
warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at
any future date.
(3) UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR
BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT, OR TORT,
FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY,
WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT
SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON,
IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE
LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.
(4) The provisions of this Section may be amended by the City (with the written approval
of the Authority) from time to time to adapt to changed circumstances that arise from a change in
legal requirements, a change in law, or a change in the identity, nature, status, or type of
operations of the City, only if (1) the provisions of this Section, as so amended, would have
permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in
compliance with the Rule, taking into account any amendments or interpretations of the Rule to
the date of such amendment, as well as such changed circumstances, and (2) either (a) the
Holders of a majority in aggregate principal amount (or any grater amount required by provisions
of the Bond Resolution that authorizes such an amendment) of the outstanding Bonds consent to
such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized
bond counsel) determines that such amendment will not materially impair the interests of the
Holders and beneficial owners of the Bonds. If the provisions of this Section are so amended,
the Authority shall include with any amended financial information or operating data next provided
in accordance with the Bond Resolution an explanation, in narrative form, of the reasons for the
amendment and of the impact of any change in the type of financial information or operating data
so provided.
(e) Remedies. In the event the City fails or refuses to provide the information required
by paragraphs (a) and (b) hereof, the Authority may enforce its right hereunder by an action for
mandamus or specific performance; provided, however, before enforcing such remedies, the
Authority shall give the City notice as provided herein and a reasonable opportunity to provide the
requested information.
SECTION 4: Reporting Significant Events. (1) Upon the occurrence of any of the
events described below, the City will promptly notify the Authority and provide information
requested by the Authority pertaining to (i) an action, suit or other formal proceeding at law or in
equity, against the City that would materially and adversely affect the City's financial condition or
its ability to make payments under the Contract and (ii) any change in the City's financial condition
or financing arrangements that would materially and adversely affect the City's financial condition
or its ability to make payments under the Contract.
132917068.111001187061 4
SECTION 5: In all respects the Contract is re -approved and shall be and remain in full
force as the agreement of the parties.
SECTION 6: The findings and determinations of the City Council contained in the
preamble hereof are hereby incorporated by reference and made a part of this Ordinance for all
purposes as if the same were restated in full in this Section.
SECTION 7: It is hereby officially found and determined that the meeting at which this
Ordinance is passed is open to the public as required by law and that public notice of the time,
place, and purpose of said meeting was given as required.
SECTION 8: This Ordinance shall be effective from and after its adoption, and it is so
resolved.
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132917068.111001187061 5
PASSED AND APPROVED, this October 25, 2022.
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Mayor
City of Anna, Texas
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City Secretary
City of Anna, Texas
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132917068.1/1001187061 [signature page of City Ordinance]
EXHIBIT A
Texas Water Development Board Commitment No. 22-064
132917068.111001187061 A-1
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;
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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, 2 02 2.
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 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
submitting that executed agreement to the TWDB consistent with the terms and
conditions described in the financing agreement;
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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 § 240.15c2-12 (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 15c2-12;
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;
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---� 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
F1TWDB 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
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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 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
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
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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;
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Conditions to Close or for Release of Funds:
29. prior to closin& if not previously provided with the application, the Authority shall
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
l covenants and representations of the Authority when rendering this opinion;
i
33. the transcript must include a No Arbitrage Certificate or similar Federal Tax
Certiflcate 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.
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APPROVED and ordered of record this, the 27th day of July 2022.
TEXAS WATER DEVELOPMENT BOARD
Brooke T. Paup, Chairwoma y
DATE SIGNED: 7
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