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HomeMy WebLinkAboutCDCpkt2016-11-22 Special Meeting04-4 , wg� .y)+ DEVELjOP(MMENT 'JAILl AT 0i ✓ODNRQ d NHY November 22, 2016 Meeting Packet &)Vl))1, 4 c��C SPECIAL MEETING AGENDA ANNA COMMUNITY DEVELOPMENT CORPORATION November 22. 2016 at 7:00 p.m.' Iffih ANNA CITY HALL ADMINISTRATION BUILDING, COMMIINIT`r 111 N. POWELL PKWY., ANNA, TEXAS DEVELOPMENT CORPORATION The Anna Community Development Corporation will conduct a meeting at 7:00 p.m.' on November 22, 2016, at the Anna City Hall Administration Building, 111 N. Powell Parkway, to consider the following items: 1. Call to Order. r7,l; yy1 /1 nn 2. Roll Call and Establishment of Quorum. C�,(/Q 3. Invocation and Pledge. 4. Consider/Discuss/Action approving a resolution of the Anna Community Development Corporation authorizing the issuance and sale of Sales Tax Revenue Bonds by the Corporation; Affirming a Sales Tax Remittance Agreement; and enacting other provisions relating to the subject 5. Adjourn. D This is to certify that I, Jessica Perkins, Chief Administrative Officer, posted this agenda at a place readily accessible to the public at the Anna City Hall and on the City Hall bulletin board at or before 5:00 p.m. on November 18, 20 e sica Perkin U hief Administrative Officer I ADDITIONAL NOTICE REGARDING MEETING TIME: In the event that the Anna Economic Development Corporation meets at the same time and place scheduled for this meeting, then this meeting will be delayed and will begin immediately after the conclusion of the meeting of the Anna Economic Development Corporation. IMPORTANT LEGAL NOTICE: The Corporation may vote and/or act upon each of the items listed in this agenda. The Corporation reserves the right to retire into executive session concerning any of the items listed on this agenda, whenever It is considered necessary and legally justified under the Open Meetings Act. Disabled persons who want to attend this meeting and who may need assistance should contact the City Secretary at 972.924-3325 two working days prior to the meeting so that appropriate arrangements can be made. Meeting: November 22, 2016 Staff Contact: Jessica Perkins Item No. 4 Anna Community Development Corporation Agenda Staff Report AGENDA SUBJECT: Consider/Discuss/Action approving a Resolution of the Anna Community Development Corporation authorizing the issuance and sale of Sales Tax Revenue Bonds by the Corporation; affirming a Sales Tax Remittance Agreement; and enacting other provisions relating to the subject. SUMMARY: The Anna Community Development Corporation (CDC) has negotiated the purchase of an 85 - acre tract of land generally located at the northeast corner of SH 5 and the Collin County Outer Loop. The Corporation intends to develop and market the land as a Business Park to increase employment in Anna and diversify the tax base. After reviewing financing options, the CDC and Anna Economic Development Corporation (EDC) decided to jointly purchase the property. Both corporations will use cash toward a down payment and the CDC will finance the remainder of the purchase price with a bond. The attached resolution authorizes the CDC to issue sales tax revenue bonds for the purchase of the property. The aggregate principal amount of the Bonds will not exceed $3,100,000. STAFF RECOMMENDATION: Staff recommends you approve the resolution. RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF ANNA COMMUNITY DEVELOPMENT CORPORATION SALES TAX REVENUE BONDS, TAXABLE SERIES 2016; PROVIDING FOR THE SECURITY FOR AND PAYMENT OF SAID BONDS; AND ENACTING OTHER PROVISIONS RELATING TO THE SUBJECT THE STATE OF TEXAS ANNA COMMUNITY DEVELOPMENT CORPORATION WHEREAS, Anna Community Development Corporation (the "Issuer") is a non-profit industrial development corporation created, existing and governed by the Development Corporation Act, formerly Article 5190.6, Texas Revised Civil Statutes, as amended, and now operates and exists and is governed under the recodified provisions of such Act, as a Type B corporation, as such Act has been codified in Chapters 501 through 507, Texas Local Government Code, as amended (the "Act"); WHEREAS, pursuant to the authority granted in the Act and an election held in the City on November 8, 2016, the City of Anna, Texas (the "City") may impose athree-quarters of one percent sales and use tax for the benefit of the Issuer (the "Sales Tax"), to be used exclusively for the purposes set forth in the Act; WHEREAS, by resolutions adopted by the Board of Directors ofthe Issuer (the "Board") on July 24, 2012 (the "2012 Resolutions"), the Issuer authorized the issuance of the Issuer's Sales Tax Revenue Refunding Bond, Series 2012-A and Sales Tax Revenue Bond, Series 2012-B (the "Series 2012 Bonds"); WHEREAS, the proceeds of the bond hereinafter authorized will be used for acquiring land in the southern portion of the City, north of the Collin County Outer Loop, to be made suitable for industrial or commercial development, in order to sell or lease such land to new or expanding businesses, in order to promote new or expanded business development within the City (the "Projects"); WHEREAS, the Issuer has heretofore adopted a resolution authorizing and directing the publication of a notice of the Issuer's intent to undertake the Projects, and said notice has been duly published in a newspaper ofgeneral circulation in said Issuer, said newspaper being a"newspaper" as defined in § 2051.044, Texas Government Code; WHEREAS, the Issuer received no petition from the registered voters of the City requesting that an election be held before the Projects or projects of the general type of Projects are undertaken; WHEREAS, the bonds hereafter authorized is being issued and delivered pursuant to the Act; WHEREAS, the Issuer and the City have previously entered into that certain Sales Tax Remittance Agreement, dated as of July 24, 2012, pursuant to which sales taxes collected by the City for the benefit of the Issuer pursuant to the Act shall be transferred and deposited into a fund for the use by the Issuer in the furtherance of its authorized powers and purposes; and WHEREAS, the Issuer now desires to issue Additional Obligations pursuant to the 2012 Resolutions, which Additional Obligations will be secured by a lien on the Pledged Revenues on a parity basis with the Series 2012 Bonds. WHEREAS, it is officially found, determined, and declared that the meeting at which this Resolution has been adopted was open to the public and public notice of the time, place and subject matter of the public business to be considered and acted upon at said meeting, includingthis Resolution, was given, all as required by the applicable provisions of Tex. Gov't Code Ann. ch. 551; Now, Therefore BE IT RESOLVED BY THE BOARD OF DIRECTORS OF ANNA COMMUNITY DEVELOPMENT CORPORATION: Section 1. DEFINITIONS. "Act" shall mean the Development Corporation Act, formerly Article 5190.6, Texas Revised Civil Statutes, as amended, as such Act has been recodified in Chapters 501 through 507, Texas Local Government Code, as amended. "Additional Obligations" shall mean bonds, notes or other evidences ofindebtedness which the Issuer reserves the right to issue or enter into, as the case may be, in the future in accordance with the terms and conditions provided in Section 14 hereof and which, together with the Series 2012 Bonds and the Bonds, are equally and ratably secured by a parity pledge of and claim on the Pledged Revenues. "Average Annual Debt Service" means that amount which, at the time of computation, is derived by dividing the total amount of Debt Service to be paid over a period ofyears as the same is scheduled to become due and payable by the number ofyears taken into account in determining the total Debt Service. Capitalized interest payments provided from proceeds or borrowings of the Issuer shall be excluded in making the aforementioned computation. "Board" shall mean the Board of Directors of the Issuer. "Bond" or "Bonds" shall mean the Anna Community Development Corporation Sales Tar Revenue Bonds, Taxable Series 2016 authorized to be issued by this Resolution. "City" shall mean the City of Anna, Texas. "Comptroller" shall mean the Comptroller of Public Accounts of the State of Texas, and any successor official or officer thereto. "Credit Facility" shall mean (i) a policy of insurance or a surety bond, issued by an issuer of policies of insurance insuring the timely payment of debt service on governmental obligations, provided that at the time of acquisition of a Credit Facility a Rating Agency having an outstanding rating on Parity Obligations would rate the Parity Obligations fully insured or guaranteed by the issuer of the Credit Facility based on the rating of the issuer of the Credit Facility in one of its two highest generic rating categories for such obligations; and (ii) a letter or line ofcredit issued by any financial institution, provided that a Rating Agency having an outstanding rating on the Parity Obligations would rate the Parity Obligations in one of its two highest generic rating categories for such obligations if the letter or line of credit proposed to be issued by such financial institution secured the timely payment ofthe entire principal amount of the Parity Obligations and the interest thereon. "Creditf acility Payment" means any payment the Issuer is obligated to make from amounts deposited in the Reserve Fund with respect to a Credit Facility. "Debt Service" means, as of any particular date of computation, with respect to any obligations and with respect to any period, the aggregate of the amounts to be paid or set aside by the Issuer as of such date or in such period for the payment of the principal of, premium, if any, and interest (to the extent not capitalized) on such obligations; assuming, in the case of obligations without a fixed numerical rate of 600 CONGRESS AVENUE SUITE 1800 AUSTIN, TEXAS 78701-3248 TELEPHONE: 512478-3805 FACSIMILE: 512 472.0871 LAW OFFICES M2CALL, PARKHURST & HORTON L.L.P. 717 NORTH HARWOOD SUITE 900 DALLAS, TEXAS 75201-6587 TELEPHONE: 214 754-9200 FACSIMILE: 214 754-9250 November 22, 2016 President and Members of the Board of Directors Anna Community Development Corporation 1 I 1 N. Powell Parkway Anna, Texas 75409 700 N. ST. MARY'S STREET SUITE 1525 SAN ANTONIO, TEXAS 78205-3503 TELEPHONE: 210225-2800 FACSIMILE: 210 225-2984 Re: Anna Community Development Corporation Sales Tax Revenue Bonds, Taxable Series 2016 Ladies and Gentlemen: The purpose of this engagement letter is to set forth certain matters concerning the services we will perform as bond counsel to Anna Community Development Corporation (the "Corporation") in connection with the issuance of the above -referenced bonds (the "Obligations"). We understand that the Obligations will be authorized, issued and delivered for acquiring land in the southern portion of the City of Anna, Texas (the "City"), north of the Collin County Outer Loop, to be made suitable for industrial or commercial development, in order to sell or lease such land to new or expanding businesses, in order to promote new or expanded business development within the City, and to pay the costs of issuance for the Obligations as described in the resolution authorizing the issuance and sale of the Obligations, and will be secured by a first lien pledge of the three-quarters of one percent sales and use tax collected by the City for the benefit of the Corporation. SCOPE OF ENGAGEMENT In this engagement, we expect to perform the following duties: (1) Subject to the completion of proceedings to our satisfaction, render our legal opinion (the "Bond Opinion") regarding the validity and binding effect of the Obligations, the source of payment and security for the Obligations, and the excludability of interest on the Obligations from gross income for federal income tax proposes. (2) Prepare and review documents necessary or appropriate to the authorization, issuance and delivery of the Obligations, coordinate the authorization and execution of such documents, and review enabling legislation. (3) Assist the Corporation in seeking from other governmental authorities such approvals, permissions and exemptions as we determine are necessary or appropriate in connection with the authorization, issuance and delivery of the Obligations, except that we will not be responsible for any required federal or state securities law filings. In this connection, we particularly undertake to assist the Corporation in having the Obligations approved by the Public Finance Division of the Office of the Texas Attorney General, and, following such approval, registered by the Texas Comptroller of Public Accounts. (4) Review legal issues relating to the structure of the Obligation issue. (5) Attend meetings of the Board of Directors as requested Our Bond Opinion will be delivered by us on the date the Obligations are exchanged for their purchase price (the "Closing"). The Corporation will be entitled to rely on our Bond Opinion. The Bond Opinion will be based on facts and law existing as of its date. In rendering our Bond Opinion, we will rely upon the certified proceedings and other certifications of public officials and other persons furnished to us without undertaking to verify the same by independent investigation, and we will assume continuing compliance by the Corporation with applicable laws relating to the Obligations. During the course of this engagement, we will rely on you to provide us with complete and timely information on all developments pertaining to any aspect of the Obligations and their security. We understand that you will direct members of your staff and other employees and consultants of the Corporation to cooperate with us in this regard. If and as required by the Corporation, we will perform additional legal services not otherwise included herein as services as bond counsel, such as attendance at meetings and drafting of documents other than those directly required for the issuance, sale and delivery of the Obligations of the District, and other services not included herein as services as bond counsel. Our fees for such additional services will be as agreed to by the Corporation and us. Our duties in this engagement are limited to those expressly set forth above. Unless we are separately engaged in writing to perform other services, our duties do not include any other services, including the following: (1) Review of procurement requirements, or preparation or review of requests for bids or proposals or preparation or review of construction documents. (2) Assisting in the preparation orreview of financial disclosure with respectto the Obligations. (3) Preparing requests for tax rulings from the Internal Revenue Service, or no action letters from the Securities and Exchange Commission. (4) Preparing state securities law memoranda or investment surveys with respect to the Obligations, (5) Drafting state constitutional or legislative amendments. (6) Pursuing test cases or other litigation. (7) Making an investigation or expressing any view as to the creditworthiness of the Corporation or the Obligations. (8) Representing the Corporation in Internal Revenue Service examinations or inquiries, or Securities and Exchange Commission investigations. (9) Negotiating the terms of, or opining as to, any investment contract. (10) Except as hereinafter described, assisting in the preparation or review of an official statement or any other disclosure document with respect to the Obligations, or performing -2- an independent investigation to determine the accuracy, completeness or sufficiency of any such document or rendering advice that the official statement or other disclosure document does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. We will review those sections of the disclosure document to be disseminated in connection with the sale of the Obligations which describe the Obligations and the resolution of the Board of Directors authorizing the issuance of the Obligations. (11) Addressing any other matter not specifically set forth above that is not required to render our Bond Opinion. ATTORNEY-CLIENT RELATIONSHIP Upon execution of this engagement letter, the Corporation will be our client and an attorney-client relationship will exist between you and us. We further assume that all other parties in this transaction understand that we represent only the Corporation in this transaction, we are not counsel to any other party, and we are not acting as an intermediary among the parties. Our services as bond counsel are limited to those contracted for in this letter; the Corporation's execution of this engagement letter will constitute an acknowledgment of those limitations. Our representation of the Corporation will not affect, however, our responsibility to render an objective Bond Opinion. Our representation of the Corporation and the attorney-client relationships created by this engagement letter will be concluded upon issuance of the Obligations. Nevertheless, subsequentto Closing, we will mail the appropriate Internal Revenue Service Form 8038-G, and prepare and distribute to the participants in the transaction a transcript of the proceedings pertaining to the Obligations. CONFLICTS As you are aware, our firm represents many political subdivisions and investment banking firms, among others, who do business with political subdivisions. It is possible that during the time that we are representing the Corporation, one or more of our present or future clients will have transactions with the Corporation. It is also possible that we may be asked to represent, in an unrelated matter, one or more of the entities involved in the issuance or purchase of the Obligations. We do not believe such representation, if it occurs, will adversely affect our ability to represent you as provided in this letter, either because such matters will be sufficiently different from the issuance of the Obligations so as to make such representations not adverse to our representation of you, or because the potential for such adversity is remote or minor and outweighed by the consideration that it is unlikely that advice given to the other client will be relevant to any aspect of the issuance of the Obligations. Execution of this letter will signify the Corporation's consent to our representation of others consistent with the circumstances described in this paragraph. FIRM NOT A MUNICIPAL ADVISOR As a consequence of the adoption of Rule 1513a1-1 pursuant to the Securities Exchange Act of 1934 (the "Municipal Advisor Rule"), which has been promulgated by the Securities and Exchange Commission as a result of the enactment of the Dodd -Frank Wall Street Reform and Consumer Protection Act (the "Dodd -Frank Act"), we hereby inform the Issuer that we are not a "Municipal Advisor" within the meaning of the Municipal Advisor Rule or the Dodd -Frank Act (collectively, the "MA Rule"). In the course of performing our services as Bond Counsel in this transaction, we may engage in analysis, discussion, negotiation, and advice tot he Issuer regarding the legal ramifications of the structure, timing, terms, and -3- other provisions of the financial transaction that culminates with the planned issuance of the Obligations, and such services and advice may be essential to the development of the plan of finance for the issuance of the Obligations. In turn, these services become, among otherthings, the basis for the transaction's basic legal documents, the preparation and delivery of the official statement or any other disclosure document that describes the material terms and provisions of the transaction, if an offering document is used in the offering of the Obligations, the preparation of the various closing certificates that embody the terms and provisions of this transaction and the preparation and delivery of our Bond Opinion. Moreover, legal advice and services of a traditional legal nature in the area of municipal finance inherently involve a financial advice component; but we hereby advise the Issuer that while we have expertise with respect to the legal aspects relating to the issuance of municipal securities, we are not "financial advisors" or "financial experts" in a manner that would subject us to the provisions of the MA Rule. As Bond Counsel, we provide only legal advice, not purely financial advice that is not inherent in our legal advice to the Issuer. The Issuer should seekthe advice of its financial advisor with respect to the financial aspects of the issuance of the Obligations. By signing this engagement letter, the Issuer acknowledges receipt of this information, and evidences its understanding of the limitations of our role to the Issuer as Bond Counsel with respect to the MA Rule, as discussed in this paragraph. FEES Based upon: (i) our current understanding of the terms, structure, size and schedule of the financing represented by the Obligations; (ii) the duties we will undertake pursuant to this engagement letter; (iii) the time we anticipate devoting to the financing; and (iv) the responsibilities we will assume in connection therewith, our fee will be $16,000, to be paid by the Corporation. In addition, the Corporation will reimburse us for out -of pocket expenses incurred in connection with the proposed transaction, such as travel costs, photocopying, deliveries, long distance telephone charges, telecopier charges, filing fees and other expenses. Our statement for payment of our fee and reimbursement for out -of -pocket expenses will be billed after the Closing. If the financing is not consummated, we understand and agree that we will not be paid, except that we would be entitled to reimbursement for the Attorney General filing fee, if we have advanced it on behalf of the Corporation. State law requires that the Obligations must be submitted to the Attorney General of Texas for review and approval and that a statutory fee (an amount equal to 0.1 % principal amount of the Obligations, subject to a minimum of $750 and a maximum of $9,500) be paid upon the submission of the transcript of proceedings for the Obligations to the Attorney General. The Attorney General filing fee is nonrefundable. The Corporation agrees to provide to us a check in the amount of the Attorney General filing fee for the Obligations, which we agree will be submitted to the Attorney General when we submit the transcript of proceedings for the Obligations to the Attorney General. If for any reason the transcript of proceedings is not submitted to the Attorney General, we will return the check, uncashed, to the Corporation. RECORDS At your request, papers and property furnished by you will be returned promptly upon receipt of payment for outstanding fees and client charges. Our own files, including lawyer work product, pertaining to the transaction will be retained by us. For various reasons, including the minimization of unnecessary storage expenses, we reserve the right to dispose of any documents or other materials retained by us after the termination of this engagement. -4- If the foregoing terms are acceptable to you, please so indicate by returning the enclosed copy of this engagement letter dated and signed by an authorized officer, retaining the original for your files. We look forward to working with you. McCall, Parkhurst & Horton L.L.P. By: 9LIVI Z-' � �d — Rodolfo " udy" Segura Jr Accepted and Approved Anna Community Development Corporation By: 4U r — Prement, Board of Directors Date: s -5- :. 0 CD 3 s (D N N N O_ o D 7i v G, O For .c0 2 0 O I H A C rip 4 N n p 3w D' x (D w N w 3 mw n m -' � (n r N m �Q 3 -P� o N X co O N W N �. 3 A W V (D n h O Cn NO 0 U) O co O O. 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