HomeMy WebLinkAboutOrd 311-2007 Relating to Bonds Proposed to be Issued by GTUAORDINANCE NO. J-1-1-107
AN ORDINANCE by the City Council of the City of Anna, Texas, relating to
bonds proposed to be issued and delivered by the Greater Texoma Utility
Authority, approving the issuance thereof, and the facilities to be
constructed or acquired by such Authority.
WHEREAS, the Greater Texoma Utility Authority (the "Authority") and the City of Anna,
Texas (the "City"), have previously executed and delivered an Amended and Restated Contract
for Water Supply and Sewer Service, dated as of April 17, 2006 (the "Contract"), whereby the
Authority is to provide water and sewer services to the City;
WHEREAS, under Section 4.15 of the Contract, it is provided that the City shall approve
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;
WHEREAS, in connection with the proposed "Greater Texoma Utility Authority Contract
Revenue Bonds, Series 2007-A (City of Anna Project)" (the "Bonds"), the Texas Water
Development Board (the "Board") has agreed, pursuant to an Application Requesting Financial
Assistance (the "Application"), to purchase the Bonds and, therefore, it is neither necessary nor
advisable for the Authority to prepare a Notice of Sale because, insofar as the City is
concerned, the Application contains sufficient information to accomplish the purpose of a Notice
of Sale; and
WHEREAS, the net effective interest rate on the Bonds will not exceed fifteen percent
(15%) per annum and it is now appropriate for this Council to approve the Application (in lieu of
approving a Notice of Sale with respect to the Bonds) as well as the issuance and delivery of
the Bonds and the facilities to be constructed or acquired with the proceeds of the Bonds for the
project described in Exhibit A (the "Series 2007-A Project") attached to 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 for the Series 2007-A Project described in Exhibit A hereto and
in Exhibit A attached to the Bond Resolution are hereby approved. The use of the proceeds of
the Bonds, as described in Exhibit A to 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 05-72, as amended. A copy of such commitment is attached hereto as
Exhibit B.
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
458699551110601523 S-1
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 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 all respects the Contract is re -approved and shall be and remain in full
force as the agreement of the parties.
SECTION 4.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.
[remainder of page left blank intentionally]
PASSED AND APPROVED, this oZ tt k6rgu t , 2007.
ayor
City of Anna, Texas
ATTEST:
Cit Secretary
City of Anna, Texas
(City Seal) ........?p
EXHIBIT A
SERIES 2007-A PROJECT DESCRIPTION
Water Project: The Series 2007-A Project consists of the acquisition and construction
of improvements and extensions to the City of Anna's water supply system, including the
construction of a one million gallon elevated storage tank, a one million gallon ground storage
tank, high service pumps, approximately 18,500 feet of 14 to 24 -inch pipeline, approximately
7,800 feet of 12 -inch pipeline and a water well.
45869955.1/10601523 A-1
EXHIBIT B
COMMITMENT OF THE TEXAS WATER DEVELOPMENT BOARD
45669955.1110601523 C-1
E. G. Rod Pittman, Chairman Sack Hunt, Vice Chairman
William W. Meadows, Member L Kevin Wad Thomas Weir Labatt III, Member
Dario Vidal Guerra, Jr., Member Executive Administrator James E. Herring, Member
October 19, 2005 RECEIVED
Mr. Jerry Chapman OCT 2 4 2005
General Manager GTUA
Greater Texoma Utility Authority
5100 Airport Drive
Denison, TX 75020
Re: Texas Water Development Board Loan Closing Requirements
Dear Mr. Chapman
The Texas Water Development Board (Board) would like to thank the Greater Texoma Utility
Authority (Authority) for accessing its financial assistance programs. On October 18, 2005, the
Board approved the Authority's financial assistance request for $5,000,000 from the Texas Water
Development Funds Program.
The loan will be evidenced by the Board's purchase of $5,000,000 Contract Revenue Bonds,
Proposed Series 2006. The loan commitment will expire on October 31, 2007. Rates used in the
Board approval for this commitment are for illustrative purposes only. A signed copy of the
Board resolution and the News Release are enclosed.
Before closing, the Authority's bond counsel must submit, for Board approval, a draft copy of the
bond counsel's legal opinion, the No Arbitrage Certificate, No Litigation Certificate and the
proposed bond indenture authorizing the bonds prior to adoption of the bond indenture by the
Authority's governing body.
After the completed information has been submitted and reviewed by Board staff, the Authority
should submit a letter stating that it has "sufficient" funds to construct the project and is
requesting loan closing and release of planning phase funds. At that time, the Authority's bond
counsel (or financial advisor) should request interest rates from Board staff and the Authority
should adopt the bond indenture. After adoption of the bond indenture, please instruct the
Authority's bond counsel to forward a certified copy to the Board. When all of the above
requirements have been satisfied, including all conditions of the Board's commitment resolution,
a loan closing date will be scheduled.
Our Mission
To provide leadership, planning, financial assistance. information, and education for the conservation and responsible developmenl ofw ter for Texas.
P.O. Box 13231.1700 N. Congress Avenue• Austin, Texas 78711.3231 (/1
Telephone(512) 463-7847• Fax (512) 475-M53.1-800-RELAYTX(for me hewing imprved) F�1
URL Address: http://www.twdhstate.tx.us • E -Mail Address: info@uedbstate,u.us e
rKRIS-Brie Texas lnfommtien Gareway•www.mrisstatatx vs
A Memberofth, Timas Geographic hbourarion Counrd(TGIC) /4
4
Mr. Jerry W. Chapman
October 19, 2005
Page 2
The environmental review for the project must be completed and the engineering feasibility
report approved before funds are released for design. The remaining funds budgeted for the
construction phase will be held in escrow until the bid documents are approved and executed
construction contracts are contingently awarded. Please refer to the Planning Phase section of
the Program Guidance Manual for guidance concerning loan closing and release of funds.
The team that will be managing the City's project consists of the following Board staff.
Mr. Joel -Smith, Project Engineer, (512) 463-7971
Ms. Susan Wardroup, Environmental Reviewer, (512) 463-6406
Mr. Mike Smith, Financial Analyst, (512) 936-2193
Ms. Maxine Gilford, (Loan Closing) Financial Analyst (512) 475-2088
Mr. Srin Sumpanani, Attorney, (512) 475-3065
The Board looks forward to working with the Authority to make this a successful project. If you
have any questions or desire any additional information, please contact the aforementioned team
members.
Sincerely,
&W,e
Director
Policy & Program Development Division
Myr-1AuMl!7:i
cc w/enc.: Mr. Nathan Treu, Fulbright and Jaworski
Mr. Garry Kimball, First Southwest Company
Mr. Tim Morris, P.E., Morris Engineers
cc w/o one.: The Honorable Jodie Laubenberg, District 89, Texas House of Representatives
The Honorable Craig Estes, District 30, Texas Senate
X'
A RESOLUTION OF THE TEXAS WATER DEVELOPMENT BOARD
APPROVING AN APPLICATION FOR FINANCIAL ASSISTANCE
THROUGH THE PURCHASE OF
$5,000,000 GREATER TEXOMA UTILITY AUTHORITY
CONTRACT REVENUE BONDS, PROPOSED SERIES 2006
(CITY OF ANNA)
(05-72)
WHEREAS, Greater Texoma Utility Authority (the "Authority', on behalf of the. City of
Anna (the "City"), has filed an application seeking financial assistance in the amount of
$5,000,000 from the Texas Water -Development Funds to finance improvements to the City's
water system, including the construction of a new water well ("Project"); and
WHEREAS, the Authority seeks financial assistance from the Texas Water Development
Board (the `Board") through the Board's purchase of $5,000,000 Greater Texoma Utility
Authority Contract Revenue Bonds, proposed Series 2006 (City of Anna), all as is more
specifically set forth in the application and in recommendations of the Deputy Executive
Administrator for the Office of Project Finance and Construction Assistance, to which
documents express reference is made; and
WHEREAS, the Project proposed by the Authority on behalf of the City is not consistent
with the Region C Water Plan or the State Water Plan; and
WHEREAS, the Authority has requested the Board grant a waiver of the requirement that
the Project address needs in a manner consistent with the state and regional water plan; and
WHEREAS, the Project is a recommended strategy for the 2007 State Water Plan and is
consistent with the 2006 Initially Prepared Plans which has undergone a full analysis and public
hearing process; and
WHEREAS, in accordance with Section 17.124 of the Texas Water Code, as revised, the
Board has carefully considered all matters required by law and in particular the following:
the needs of the area to be served by the water supply project, the benefit of the
water supply project to the area, the relationship of the water supply project to the
overall, statewide water needs, and the relationship of the water supply project to
the approved regional and state water plans; and
2. the availability of revenue to the Authority, from all sources, for the ultimate
repayment of the cost of the water supply project, including interest.
0
WHEREAS, the Board hereby finds:
1. that it has approved a regional water plan for the region of the state that includes
the area benefiting from the project and that the needs to be addressed by the
project will not be addressed in a manner that is consistent with the approved
regional and state water plans but that conditions warrant granting a waiver to the
Authority from the requirement that the Project address needs in a manner
consistent with the Region C Water Plan and the State Water Plan;
2. that the public interest requires state assistance in the water supply project;
3. that in its opinion the revenue pledged by the Authority will be sufficient to meet
all the obligations assumed by the political subdivision during the succeeding
period of not more than 50 years;
4. that the Authority has adopted and implemented a program of water conservation
for the more efficient use of water that will meet reasonably anticipated local
needs and conditions and that incorporates practices, techniques or technology
prescribed by the Texas Water Code and rules of the Board; and
5. that currently no water audit is due from the Authority under Texas Water Code
- §16.0121.
NOW, TBEREFORE, based on said considerations and findings, the Texas Water
Development Board resolves as follows:
a waiver from the requirement of Texas Water Code §16.0530) is granted by the
Board pursuant to Texas Water Code §16.053(k);
2. a commitment is made by the Board to Greater Texoma Utility Authority for
financial assistance in the amount of $5,000,000 through the Board's purchase of
$5,000,000 Greater Texoma Utility Authority Contract Revenue Bonds, proposed
Series 2006 (City of Anna), from the Texas Water Development Funds; and
3. this commitment will expire on October 31, 2007.
Such commitment is conditioned as follows:
that the bond counsel opinion must include an opinion 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 issuer in
rendering this opinion;
L]
2.
that the bond counsel opinion must include an opinion that the obligations are not
"private activity bonds." Bond counsel may rely on covenants and representations
of the issuer on rendering this opinion;
3.
that the resolution authorizing the issuance of the obligations must include that the
proceeds of the obligations and the facilities financed with the proceeds of the
obligations will not be used in a manner that would cause the obligations to be
"private activity bonds";
4.
that the resolution authorizing the issuance of the obligations must include that the
issuer will comply with the provisions of Section 148 of the Internal Revenue
Code of 1986 (relating to arbitrage);
5.
that the resolution authorizing the issuance of the obligations must include that the
issuer will make any required rebate to the United States of arbitrage earnings;
6.
that the resolution authorizing the issuance of the obligations must include that the
issuer will take no action which would cause the interest on the obligations to be
includable in gross income for Federal income tax purposes;
7,
that the transcript must include a No Arbitrage Certificate or similar certificate
setting forth the issuer's reasonable expectations regarding the use, expenditure
and investment of the proceeds of the obligations;
*
that the transcript must include evidence that the information reporting
requirements of Section 149(e) of the Internal Revenue Code of 1986 will be
satisfied. This requirement is currently satisfied by filing IRS Form 8038 with the
Internal Revenue Service. A completed copy of IRS Form 8038 must be provided
to the Executive Administrator of the Board prior to release of funds;
9.
that the Authority will not cause or permit the obligations to be treated as
-
"Federally Guaranteed" obligations within the meaning of section 149(b) of the
InternalRevenue Code;
10. that this commitment is contingent on a future sale of bonds or on the availability
of funds on hand;
11. that the resolution authorizing the issuance of obligations will state that
obligations can be called for early redemption only in inverse order of maturity,
and on any date beginning on or after the first interest payment date which 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;
12. that the Authority, or an obligated person for whom financial or operating data is
presented either individually or in combination with other issuers of the Authority
obligations or obligated persons, will, at a minimum, covenant to comply with
requirements for continuing disclosure on an ongoing basis substantially in the
manner required by Securities and Exchange Commission (SEC) role 15c2-12 and
determined as if the Board were a Participating Underwriter within the meaning of
such rule, such continuing disclosure undertaking being for the benefit of the
Board and the beneficial owner of the Authority obligations, if the Board sells or
otherwise transfers such obligations, and the beneficial owners of the Board's
certificates if the Authority is an obligated person with respect to such certificates
under rule 15c2-12;
13. that the resolution authorizing the obligations contain a provision that the
Authority will maintain rates and charges to the Contracting Parties sufficient to
meet the debt service requirements on the outstanding obligations of the Authority
that are supported by such revenues, and that the Authority will require in its
contract with the Contracting Parties that the Contracting Parties maintain rates
- and charges for its water system sufficient to pay all Contracting Parties
obligations secured by and made payable from the revenues derived from the
operation of its water system; -
14. that prior to closing, the Authority will submit documentation evidencing the
adoption and implementation of sufficient system rates and charges or, if
applicable, the levy of an interest and sinking tax rate sufficient for the repayment
of system debt service requirements;
15. that upon request by the Executive Administrator, the Authority shall submit
annual audits of Contracting Parties for the Executive Administrator's review;
16, that prior to the release of funds for the costs of planning, engineering,
architectural, legal, title, fiscal, or economic investigation, studies, surveys, or
designs for that portion of a project that proposes groundwater development, the
Executive Administrator of the Board must either issue a written finding that the
Authority has the right to use the water that the project financed by the Board will
provide or a written determination that a reasonable expectation exists that such a
finding will be made before the release of funds for construction;
17, that prior to the release of construction funds for that portion of a project that
proposes groundwater development, the Executive Administrator must have made
a written finding that the Authority has the right to use the water that the project
financed by the Board will provide; and
18. that the loan is approved for funding under the Board's pre -design funding option
as specified in Board role 31 TAC §363.16, and initial and future releases of funds
are subject to all rules of the Board relating to such funding option.
PROVIDED, however, the foregoing resolution is subject to the following additional
requirements prior to funding of the loan:
1. issuance of a written approving opinion of the Attorney General of the State of
Texas stating that all of the requirements of the laws under which said obligations
were issued have been complied with; 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 issuer; and
2. compliance with all applicable requirements contained in the Rules. Regulations,
and Policies of the Texas Water Development Board.
APPROVED and ordered of record this the 18th day of October 2005.
ATTEST:
J. Wn Ward
Executive Administrator
r
TEXAS WATER DEVEL�OPMENT BOARD
If liz ."
E. G. Rod Pittman, Chairman