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HomeMy WebLinkAboutAnna ser16 GO Ref Bond ResolutionCERTIFICATE FOR ORDINANCE I, the undersigned City Secretary of the City of Anna, Texas, hereby certify as follows: I. The City Council of said City convened in Regular Session on the 22nd day of November, 2016, at the scheduled meeting place thereof, and the roll was called of the duly constituted officers and members of said City Council, to -wit: Mike Crist, Mayor John Beazley, Mayor Pro -Tern Justin Burr, Council Member Rene Martinez, Council Member Kenneth Pelham, Council Member Nathan Bryan, Council Member Lee Miller, Council Member Phillip Sanders, City Manager Carrie L. Smith, City Secretary and all of said persons were present, except John Beazley, thus constituting a quorum. Whereupon, among other business, the following was transacted at said meeting: a written Ordinance AUTHORIZING THE ISSUANCE AND SALE OF CITY OF ANNA, TEXAS GENERAL OBLIGATION REFUNDING BOND, SERIES 2016, LEVYING AN ANNUAL AD VALOREM TAX FOR THE PAYMENT OF SAID BOND, AND ENACTING OTHER PROVISIONS RELATING TO THE SUBJECT was duly introduced for consideration and passage. 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 by the following vote: AYES: 6 NOES: 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 official minutes of said City Council; the above and foregoing paragraph is a true and correct excerpt from said minutes of said meeting pertaining to the passage of said Ordinance; the persons named in the above and foregoing paragraph, at the time of said meeting and the passage of said Ordinance, were the duly chosen, qualified and acting members of said City Council as indicated therein; each of said officers and member 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 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 Tex. Gov't Code Ann. ch. 551. 3. That the Mayor of said City has approved and hereby approves the aforesaid Ordinance; that the Mayor.and the City Secretary of said City have duly signed said Ordinance; and that the Mayor and the City Secretary of said City 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 THE 22nd DAY OF NOVEMBER, 2016. ATTEST: Carrie L. Srnith, City Secretary (SEAL) Certificate for Ordinance Authorizing the Issuance and Sale of City of Anna, Texas General Obligation Refunding Bond, Series 2016 ORDINANCE NO.735-2016 AUTHORIZING THE ISSUANCE AND SALE OF CITY OF ANNA, TEXAS GENERAL OBLIGATION REFUNDING BOND, SERIES 2016, LEVYING AN ANNUAL AD VALOREM TAX FOR THE PAYMENT OF SAID BOND, AND ENACTING OTHER PROVISIONS RELATING TO THE SUBJECT STATE OF TEXAS § COUNTY OF COLLIN § CITY OF ANNA § WHEREAS, there are presently outstanding the following obligations (the "Refunded Obligations") of the City of Anna, Texas (the "Issuer"), which are secured by a pledge by the Issuer to levy ad valorem taxes sufficient to pay principal of and interest on such obligations as they become due, within the limit prescribed by law, and certain of which are additionally secured by a pledge of limited surplus revenues of the Issuer's waterworks and sewer system: Combination Tax and Revenue Certificate of Obligation, Series 2007 Maturi . Date February 15, 2017 February 15, 2018 February 15, 2019 February 15, 2020 February 15, 2021 February 15, 2022 February 15, 2023 February 15, 2024 February 15, 2025 February 15, 2026 February 15, 2027 Principal Amount Outstanding $ 60,000 $ 30,000 $ 35,000 $ 40,000 $ 45,000 $ 55,000 $ 60,000 $ 75,000 $ 85,000 $100,000 $115,000 Principal Amount Refunded $ 0 $ 30,000 $ 35,000 $ 40,000 $ 45,000 $ 55,000 $ 60,000 $ 75,000 $ 85,000 $100,000 $115,000 General Obligation Refunding Bond, Series 2007 Maturi , Date February 15, 2017 February 15, 2018 February 15, 2019 February 15, 2020 February 15, 2021 February 15, 2022 Principal Amount Outstanding $15,000 $10,000 $10,000 $10,000 $10,000 $15,000 Principal Amount Refunded $ 0 $10,000 $10,000 $10,000 $10,000 $15,000 February 15, 2023 $15,000 $15,000 February 15, 2024 $20,000 $20,000 February 15, 2025 $20,000 $20,000 February 15, 2026 $25,000 $25,000 February 15, 2027 $30,000 $30,000 WHEREAS, the Issuer now desires to refund all of the Refunded Obligations; WHEREAS, Chapter 1207, Texas Government Code, authorizes the Issuer to issue refunding bonds and to deposit the proceeds from the sale thereof, together with any other available funds or resources, directly with a paying agent for the Refunded Obligations or a trust company or commercial bank that does not act as a depository for the Issuer and is named in these proceedings, and such deposit, if made before the payment dates of the Refunded Obligations, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Obligations; WHEREAS, Chapter 1207, Texas Government Code, further authorizes the Issuer to enter into an escrow or similar agreement with such paying agent for the Refunded Obligations or trust company or commercial bank with respect to the safekeeping, investment, reinvestment, administration and disposition of any such deposit, upon such terms and conditions as the Issuer and such paying agent or trust company or commercial bank may agree; WHEREAS, the Escrow Agent (as hereinafter defined) is a commercial bank that does not act as a depository for the Issuer; WHEREAS, the City Council of the Issuer hereby finds and declares a public purpose and deems it in the best interests of the Issuer to refund the Refunded Obligations in order to achieve a debt service savings and to restructure the Issuer's outstanding debt service, and that such refunding will result in a present value debt service savings of approximately $590,065.67 and an actual debt service savings of $681,525.97 to the Issuer; and WHEREAS, all the Refunded Obligations mature or are subject to redemption prior to maturity within 20 years of the date of the bond hereinafter authorized; WHEREAS, the bond hereafter authorized is being issued and delivered pursuant to the Constitution and laws of the State of Texas, including Chapter 1207. THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS: Section 1. AMOUNT AND PURPOSE OF THE BOND. The City Council of the Issuer hereby incorporates the recitals set forth in the preamble hereto as if set forth in full at this place and further finds and determines that said recitals are true and correct. The bond of the City of Anna, OA Texas (the "Issuer") is hereby authorized to be issued and delivered in the aggregate principal amount of $850,000 FOR THE PURPOSE OF PROVIDING FUNDS TO REFUND THE REFUNDED OBLIGATIONS AND TO PAY THE COSTS OF ISSUANCE RELATED THERETO. Section 2. DESIGNATION, DATE, DENOMINATION, PAYMENT DATES AND INTEREST RATE OF BOND. The Bond issued pursuant to this Ordinance shall be designated: CITY OF ANNA, TEXAS GENERAL OBLIGATION REFUNDING BOND, SERIES 2016," and there shall be issued, sold, and delivered hereunder one fully registered Bond, without interest coupons, dated December 1, 2016, in the principal amount stated above, numbered R-1, with any Bond issued in replacement thereof being in the denomination and principal amount of $850,000 or the remaining principal amount of the outstanding Bonds of this series if an exchange of a Bond is made after a reduction in the principal amount of the series (the "Authorized Denomination"), and numbered consecutively from R-2 upward, payable to the registered owner thereof, or to the registered assignee of said Bond (in each case, the "Holder"). Principal on the Bond shall be payable in installments in the amounts and on the dates specified in the FORM OF BOND set forth in this Ordinance. The Bond shall bear interest from the date of delivery to the date of payment or prepayment prior to maturity, calculated on the basis of a 360-day year of twelve 30-day months. Said interest shall be payable at such rates and in the manner provided and on the dates stated in the FORM OF BOND set forth in this Ordinance. Section 3. CHARACTERISTICS OF THE BOND. (a) Registration, Transfer and Exchange; Authentication. The Issuer shall keep or cause to be kept at the a corporate trust office of Alliance Bank, Sulphur Springs, Texas (the "Paying Agent/Registrar"), books or records for the registration of the transfer of the Bond (the "Registration Books"), and the Issuer hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such registrations of transfers under such reasonable regulations as the Issuer and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such registrations and transfers as herein provided within three days of presentation in due and proper form. The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the Holder of the Bond to which payments with respect to the Bond shall be mailed, as herein provided; but it shall be the duty of the Holder to notify the Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such interest payments shall not be mailed unless such notice has been given. The Issuer shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity. The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges for making such registration and transfer of a substitute Bond. Registration of assignments and transfers of the Bond shall be made in the manner provided and with the effect stated in the FORM OF BOND set forth in this Ordinance. Each substitute Bond shall bear a letter and/or number to distinguish it from each other Bond. 3 Except as provided in Section 3(c) hereof, an authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Bond, date and manually sign said Bond, and no such Bond shall be deemed to be issued or outstanding unless such Bond is so executed. The Paying Agent/Registrar promptly shall cancel a Bond surrendered for transfer or the Bond when paid in full. No additional ordinances, orders or resolutions need be passed or adopted by the governing body of the Issuer or any other body or person so as to accomplish the foregoing transfer of any Bond or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution and delivery of the substitute Bond in the manner prescribed herein. Pursuant to Subchapter D, Chapter 1201, Texas Government Code, the duty of transfer ofthe Bond as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of said Bond, said Bond shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Bond which initially was issued and delivered pursuant to this Ordinance, approved by the Attorney General of the State of Texas (the "Attorney General"), and registered by the Comptroller of Public Accounts of the State of Texas (the "Comptroller"). (b) Payment of Bond and Interest. The Issuer hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bond, all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made by the Issuer and the Paying Agent/Registrar with respect to the Bond and shall properly and accurately record all payments on the Bond on the Registration Books, and shall keep proper records of all transfers of the Bond, and all replacements of the Bond, as provided in this Ordinance. However, in the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the Issuer. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of the Holder appearing on the Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. (c) In General. The Bond (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Bond to be payable only to the Holder thereof, (ii) may be redeemed prior to maturity, (iii) may be transferred and assigned, (iv) shall have the characteristics, (v) shall be signed, sealed, executed and authenticated, (vi) the principal of and interest on the Bond shall be payable, and (vii) shall be administered and the Paying Agent/Registrar and the Issuer shall have certain duties and responsibilities with respect to the Bond, all as provided, and in the manner and to the effect as required or indicated, in the FORM OF BOND set forth in this Ordinance. The Bond initially issued and delivered pursuant to this Ordinance is not required to be, and shall not be, authenticated by the Paying Agent/Registrar, but on each substitute Bond issued in exchange for any Bond the Paying Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in the form set forth in the FORM OF BOND. 4 (d) Substitute Paying A eg nt/Re i� stray. The Issuer covenants with the Holder ofthe Bond that at all times while the Bond is outstanding the Issuer will provide a competent and legally qualified bank, trust company, financial institution or other agency to act as and perform the services of Paying Agent/Registrar for the Bond under this Ordinance, and that the Paying Agent/Registrar will be one entity. The Issuer reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not less than 40 days written notice to the Paying Agent/Registrar, to be effective not later than 30 days prior to the next principal or interest payment date after such notice. In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or otherwise cease to act as such, the Issuer covenants that promptly it will appoint a competent and legally qualified bank, trust company, financial institution, or other agency to act as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Bond, to the new Paying Agent/Registrar designated and appointed by the Issuer. Upon any change in the Paying Agent/Registrar, the Issuer promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to the Holder of the Bond, by United States mail, first-class postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar. (e) On the closing date, the initial Bond No. R-1 representing the entire principal amount of the Bond, payable to the Purchaser, executed by manual or facsimile signature of the Mayor or Mayor Pro-Tem and City Secretary of the Issuer, approved by the Attorney General, and registered and manually signed by the Comptroller, will be delivered to the Purchaser or its designee. Section 4. FORM OF BOND. The form of the Bond, including the form of Paying Agent/Registrar's Authentication Certificate, the form of Assignment and the form of the Comptroller's Registration Certificate to be attached to the Bond initially issued and delivered pursuant to this Ordinance, shall be, respectively, substantially as provided in Exhibit A hereto, with such appropriate variations, omissions, or insertions as are permitted or required by this Ordinance. Section 5. TAX LEVY. (a) A special "Interest and Sinking Fund" is hereby created and shall be established and maintained by the Issuer at an official depository bank of said Issuer. Said Interest and Sinking Fund shall be kept separate and apart from all other fields and accounts of said Issuer, and shall be used only for paying the interest on and principal of said Bond. All ad valorem taxes levied and collected for and on account of said Bond shall be deposited, as collected, to the credit of said Interest and Sinking Fund. During each year while any of said Bond is outstanding and unpaid, the governing body of said Issuer shall compute and ascertain a rate and amount of ad valorem tax that will be sufficient to raise and produce the money required to pay the interest on said Bond as such interest comes due, and to provide and maintain a sinking fund adequate to pay the principal of said Bond 5 as such principal matures (but never less than 2% of the original amount of said Bond as a sinking fund each year); and said tax shall be based on the latest approved tax rolls of said Issuer, with full allowances being made for tax delinquencies and the cost of tax collection. Said rate and amount of ad valorem tax is hereby levied, and is hereby ordered to be levied, against all taxable property in said Issuer, for each year while any of said Bond is outstanding and unpaid, and said tax shall be assessed and collected each such year and deposited to the credit of the aforesaid Interest and Sinking Fund. Said ad valorem taxes sufficient to provide for the payment of the interest on and principal of said Bond, as such interest comes due and such principal matures, are hereby pledged for such payment, within the limit prescribed by Iaw. (b) Notwithstanding the requirements of subsection (a) of this Section, if Surplus Revenues or other lawfully available moneys of the Issuer are actually on deposit or budgeted and appropriated to be deposited in the Interest and Sinking Fund in advance of the time when ad valorem taxes are scheduled to be Ievied for any year, then the amount of taxes that otherwise would have been required to be levied pursuant to this Section may be reduced to the extent and by the amount of the Surplus Revenues or other lawfully available funds then on deposit or budgeted and appropriated to be deposited in the Interest and Sinking Fund. For purposes of this Section, "Surplus Revenues" means revenues derived by the Issuer from the ownership and operation of the Issuer's waterworks and sewer system (the "System") that remain after the payment of all maintenance and operation expenses thereof, and all debt service, reserve and other requirements in connection with all of the Issuer's revenue obligations (now or hereafter outstanding) or contractual obligations (now or hereafter existing) which are payable from all or any part of the net revenues of the System. If Surplus Revenues are budgeted and appropriated for deposit into the Interest and Sinking Fund, the Issuer: (i) shall transfer and deposit in the Interest and Sinking Fund each month an amount of not less than 1/12th of the annual debt service on the Bond to be paid from Surplus Revenues until the amount on deposit in the Interest and Sinking Fund equals the amount required for annual debt service on the Bond; (ii) shall establish, adopt and maintain an annual budget that provides for either the monthly deposit of sufficient Surplus Revenues and/or tax revenues, the monthly deposit of any other legally available funds on hand at the time of the adoption of the annual budget, or a combination thereof, into the Interest and Sinking Fund for the repayment of the Bond; and (iii) shall at all times maintain and collect sufficient System rates and charges in conjunction with any other legally available funds that, after payment of the costs of operating and maintaining the System, produce revenues in an amount not less than the debt service requirements of all outstanding revenue bonds of the Issuer and other obligations of the Issuer which are secured in whole or in part by a pledge of revenues of the System and for which the Issuer is budgeting the repayment of such obligations from the revenues of the System, or the Issuer shall provide documentation which evidences the levy of an ad valorem 31 tax rate dedicated to the Interest and Sinking Fund, in conjunction with any other legally available funds except System rates and charges, sufficient for the repayment of System debt service requirements. (c) Chapter 1208, Texas Government Code, applies to the issuance of the Bond and the pledge of the taxes and revenues granted by the Issuer under this Section, and is therefore valid, effective, and perfected. Should Texas law be amended at any time while the Bond is outstanding and unpaid, the result of such amendment being that the pledge of the taxes and revenues granted by the Issuer under this Section, is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, in order to preserve to the registered owner of the Bond a security interest in said pledge, the Issuer agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, Texas Business & Commerce Code and enable a filing of a security interest in said pledge to occur. Section 6. METHOD OF AMENDMENT. The Issuer hereby reserves the right to amend this Ordinance subject to the following terms and conditions: (a) The Issuer may from time to time, without the consent of the Holder, except as otherwise required by paragraph (b) below, amend or supplement this Ordinance in order to (i) cure any ambiguity, defect or omission in this Ordinance that does not materially adversely affect the interests of the Holder, (ii) grant additional rights or security for the benefit of the Holder, (iii) add events of default as shall not be inconsistent with the provisions of this Ordinance and that shall not materially adversely affect the interests of the Holder, (iv) qualify this Ordinance under the Trust Indenture Act of 1939, as amended, or corresponding provisions of federal laws from time to time in effect, or (v) make such other provisions in regard to matters or questions arising under this Ordinance as shall not be inconsistent with the provisions of this Ordinance and that shall not in the opinion of nationally -recognized bond counsel materially adversely affect the interests of the Holder. (b) Except as provided in paragraph (a) above, the Holder of the Bond shall have the right from time to time to approve any amendment hereto that may be deemed necessary or desirable by the Issuer; provided, however, that without the consent of the Holder of the Bond, nothing herein contained shall permit or be construed to permit amendment of the terms and conditions of this Ordinance or in the Bond so as to: (1) Make any change in the final maturity or any other date fixed hereby for the payment of an installment of principal of the Bond; (2) Reduce the rate of interest borne by the Bond; (3) Reduce the amount of the principal of, or redemption premium, if any, payable on the Bond; 7 (4) Modify the terms of payment of principal or of interest or redemption premium the Bond or impose any condition with respect to such payment; or (5) Change the requirement with respect to approval by the Holder of the Bond necessary for consent to such amendment. (c) If at any time the Issuer shall desire to amend this Ordinance under this Section, the Issuer shall send by U.S. mail to the Holder of the Bond a copy of the proposed amendment. (d) Whenever at any time within one year from the date of the mailing of such notice the Issuer shall receive an instrument or instruments executed by the Holder of the Bond, which instrument or instruments shall refer to the proposed amendment and shall specifically consent to and approve such amendment, the Issuer may adopt the amendment in substantially the same form. (e) Upon the adoption of any amendatory Ordinance pursuant to the provisions of this Section, this Ordinance shall be deemed to be modified and amended in accordance with such amendatory Ordinance, and the rights, duties, and obligations of the Issuer and the Holder of the Bond shall thereafter be determined, exercised, and enforced, subject in all respects to such amendment. For the purposes of establishing ownership of the Bond, the Issuer shall rely solely upon the registration of the ownership of such bond on the Registration Books kept by the Paying Agent/Registrar. Section 7. DEFEASANCE OF BOND. (a) The Bond or a portion of the principal amount thereof and the interest thereon shall be deemed to be paid, retired and no longer outstanding (a "Defeased Bond") within the meaning of this Ordinance, except to the extent provided in subsection (d) of this Section, when payment of the principal of the Bond, plus interest thereon to the due date (whether such due date be by reason of payment, final maturity or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for on or before such due date by irrevocably depositing with or making available to the Paying Agent/Registrar in accordance with an escrow agreement or other instrument (the "Future Escrow Agreement") for such payment (1) lawful money of the United States of America sufficient to make such payment or (2) Defeasance Securities that mature as to principal and interest in such amounts and at such times as will insure the availability of sufficient money to provide for such payment, and when proper arrangements have been made by the Issuer with the Paying Agent/Registrar for the payment of its services until the Defeased Bond shall have become due and payable. At such time as the Bond or a portion thereof shall be deemed to be a Defeased Bond hereunder, as aforesaid, such Bond or portion thereof and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes or revenues herein levied and pledged as provided in this Ordinance, and such principal and interest shall be payable solely from such money or Defeasance Securities, and thereafter the Issuer will have no further responsibility with respect to amounts available to the Paying Agent/Registrar (or other financial institution permitted by applicable law) for the payment of such Defeased Bond, including any insufficiency therein caused by the failure of the Paying Agent/Registrar (or other financial institution permitted by applicable law) to receive payment when due on the Defeasance Securities. (b) Any moneys so deposited with the Paying Agent/Registrar may at the written direction of the Issuer be invested in Defeasance Securities, maturing in the amounts and times as hereinbefore set forth, and all income from such Defeasance Securities received by the Paying Agent/Registrar that is not required for the payment of the Bond or portion thereof and interest thereon, with respect to which such money has been so deposited, shall be turned over to the Issuer, or deposited as directed in writing by the Issuer. Any Future Escrow Agreement pursuant to which the money and/or Defeasance Securities are held for the payment of the Defeased Bond may contain provisions permitting the investment or reinvestment of such moneys in Defeasance Securities or the substitution of other Defeasance Securities upon the satisfaction of the requirements specified in (i) or (ii) of paragraph (a) above. All income from such Defeasance Securities received by the Paying Agent/Registrar that is not required for the payment of the Defeased Bond, with respect to which such money has been so deposited, shall be remitted to the Issuer or deposited as directed in writing by the Issuer. (c) The term "Defeasance Securities" means any securities and obligations now or hereafter authorized by State law that are eligible to refund, retire or otherwise discharge obligations such as the Bond. (d) Until the Defeased Bond shall have become due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Bond the same as if it had not been defeased, and the Issuer shall make proper arrangements to provide and pay for such services as required by this Ordinance. Section 8. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BOND. (a) Replacement Bond. In the event the Bond is damaged, mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered a new bond ofthe same principal amount, final maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Bond in replacement for the Bond in the manner hereinafter provided. (b) Application for Replacement Bond. Application for replacement of a damaged, mutilated, lost, stolen, or destroyed Bond shall be made by the Holder thereof to the Paying Agent/Registrar. In every case of loss, theft, or destruction of the Bond, the Holder applying for a replacement bond shall furnish to the Issuer and to the Paying Agent/Registrar such security or indemnity as may be required by them to save each of them harmless from any loss or damage with respect thereto. Also, in every case of loss, theft, or destruction of the Bond, the Holder shall fiarnish to the Issuer and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft, or C destruction of such Bond. In every case of damage or mutilation of the Bond, the Holder shall surrender to the Paying Agent/Registrar for cancellation the Bond. (c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the event any such Bond shall have finally matured, and no default has occurred that is then continuing in the payment of the principal of or interest on the Bond, the Issuer may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Bond) instead of issuing a replacement Bond, provided security or indemnity is furnished as above provided in this Section. (d) Charge for Issuing Replacement Bond. Prior to the issuance of any replacement bond, the Paying Agent/Registrar shall charge the Holder of the Bond with all legal, printing, and other expenses in connection therewith. Every replacement bond issued pursuant to the provisions of this Section by virtue of the fact that the Bond is lost, stolen, or destroyed shall constitute a contractual obligation of the Issuer whether or not the lost, stolen, or destroyed Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all other Bonds duly issued under this Ordinance. (e) Authority for Issuing Replacement Bond. In accordance with Chapter 1201, Subchapter D, Texas Government Code, this Section of this Ordinance shall constitute authority for the issuance of any such replacement bond without necessity of further action by the governing body of the Issuer or any other body or person, and the duty of the replacement of such bonds is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Bond in the form and manner and with the effect, as provided in Section 3(a) of this Ordinance for a Bond issued in exchange for another Bond. Section 9. CUSTODY, APPROVAL, AND REGISTRATION OF BOND; BOND COUNSEL'S OPINION AND ENGAGEMENT OF BOND COUNSEL; APPROVAL OF ATTORNEY GENERAL REVIEW FEE. (a) The Mayor is hereby authorized to have control of the Bond initially issued and delivered hereunder and all necessary records and proceedings pertaining to the Bond pending its delivery and its investigation, examination, and approval by the Attorney General and registration by the Comptroller. Upon registration of the Bond the Comptroller (or a deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate attached to the Bond, and the seal of said Comptroller shall be impressed, or placed in facsimile, on such Certificate. If bond insurance is obtained, the Bond may bear an appropriate legend as provided by the insurer. (b) The obligation of the Purchaser to accept delivery of the Bond is subject to the Purchaser being furnished with the final, approving opinion of McCall, Parkhurst & Horton L.L.P., "Bond Counsel" to the Issuer, which opinion shall be dated as of and delivered on the date of initial delivery of the Bond to the Purchaser. The engagement of such firm as Bond Counsel to the Issuer in connection with issuance, sale and delivery of the Bond is hereby approved and confirmed. The execution and delivery of an engagement letter between the Issuer and such firm, with respect to 10 such services as Bond Counsel, is hereby authorized in such form as may be approved by the Mayor of the Issuer (or the Mayor Pro-tem in the absence of the Mayor), and the Mayor of the Issuer (or the Mayor Pro -tern in the absence of the Mayor) is hereby authorized to execute such engagement letter. Section 10. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE BOND. The Issuer covenants to take any action necessary to assure, or refrain from any action that would adversely affect, the treatment of the Bond as an obligation described in section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), the interest on which is not includable in the "gross income" of the holder for purposes of federal income taxation. In furtherance thereof, the Issuer covenants as follows: (a) to take any action to assure that no more than 10 percent of the proceeds of the Bond or the projects refinanced therewith (less amounts deposited to a reserve fund, if any) are used for any "private business use," as defined in section 141(b)(6) of the Code or, if more than 10 percent of the proceeds or the projects financed therewith are so used, such amounts, whether received by the Issuer, with respect to such private business use, do not, under the terms of this Ordinance or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service on the Bond, in contravention of section 141(b)(2) of the Code; (b) to take any action to assure that in the event that the "private business use" described in subsection (a) hereof exceeds 5 percent of the proceeds of the Bond or the projects refinanced therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent is used for a "private business use" that is "related" and not "disproportionate," within the meaning of section 141(b)(3) ofthe Code, to the governmental use; (c) to take any action to assure that no amount that is greater than the lesser of $5,000,000 or 5 percent of the proceeds of the Bond (less amounts deposited into a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state or local governmental units, in contravention of section 141(c) of the Code; (d) to refrain from taking any action that would otherwise result in the Bond being treated as a "private activity bond" within the meaning of section 141(b) of the Code; (e) to refrain from taking any action that would result in the Bond being "federally guaranteed" within the meaning of section 149(b) of the Code; (f) to refrain from using any portion of the proceeds of the Bond, directly or indirectly, to acquire or to replace funds that were used, directly or indirectly, to acquire investment property (as defined in section 148(b)(2) of the Code) that produces a materially higher yield over the term of the Bond, other than investment property acquired with — 11 (1) proceeds of the Bond invested for a reasonable temporary period or, in the case of current refunding bonds, for a period of 90 days or less and in the case of advance refunding bonds, for a period of 30 days or less, until such proceeds are needed for the purpose for which the bonds are issued, (2) amounts invested in a bona fide debt service fund, within the meaning of section 1.148-1(b) of the rules and regulations of the United States Department of the Treasury ("Treasury Regulations"), and (3) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the proceeds of the Bond; (g) to otherwise restrict the use of the proceeds of the Bond or amounts treated as proceeds of the Bond, as may be necessary, so that the Bond does not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the extent applicable, section 149(d) of the Code (relating to advance refundings); and (h) to pay to the United States of America at least once during each five-year period (beginning on the date of delivery of the Bond) an amount that is at least equal to 90 percent of the "Excess Earnings," within the meaning of section 148(f) of the Code and to pay to the United States of America, not later than 60 days after the Bond has been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code. In order to facilitate compliance with the above covenant (h), a "Rebate Fund" is hereby established by the Issuer for the sole benefit of the United States of America, and such fund shall not be subject to the claim of any other person, including without limitation the Holder. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. For purposes of the foregoing (a) and (b), the Issuer understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date of issuance of the Bond. It is the understanding of the Issuer that the covenants contained herein are intended to assure compliance with the Code and any Treasury Regulations or rulings promulgated pursuant thereto. In the event that regulations or rulings are hereafter promulgated that modify or expand provisions of the Code, as applicable to the Bond, the Issuer will not be required to comply with any covenant contained herein to the extent that such failure to comply, in the opinion of nationally recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Bond under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated that impose additional requirements that are applicable to the Bond, the Issuer agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally recognized bond counsel, to preserve the exemption from federal income 12 taxation of interest on the Bond under section 103 of the Code. In furtherance of such intention, the Issuer hereby authorizes and directs the Mayor, City Manager, Finance Director and/or City Secretary of the Issuer to execute any documents, certificates or reports required by the Code and to make such elections, on behalf of the Issuer, that may be permitted by the Code, as are consistent with the purpose for the issuance of the Bond. Section 11. SALE OF BOND. The Bond is hereby sold and shall be delivered to Alliance Bank (the "Purchaser") for cash for the par value thereof, pursuant to the Purchase Letter dated the date of the adoption of this Ordinance. The Bond shall initially be registered in the name of the Purchaser. In satisfaction of Section 1201.022(a)(3)(B), Texas Government Code, and upon consultation with the Issuer's Financial Advisor, it is hereby officially found, determined, and declared that the terms of the Bond as set forth herein are in the Issuer's best interests. Section 12. REDEMPTION OF REFUNDED OBLIGATIONS; ESCROW AGREEMENT. (a) The Issuer hereby directs that the Refunded Obligations be called for redemption on February 15, 2017. The redemption price shall be the par amount of the Refunded Obligations so redeemed plus interest accrued and unpaid to the date fixed for redemption. The paying agent for the Refunded Obligations is hereby directed to make appropriate arrangements so that the Refunded Obligations may be redeemed on such redemption date, including giving the appropriate notices of redemption as are required by the ordinances authorizing the Refimded Obligations. (b) The Mayor (or in the Mayor's absence, the Mayor Pro-Tem) of the Issuer is further authorized to enter into and execute on behalf of the Issuer with Regions Bank (the "Escrow Agent"), an escrow agreement in the form and substance as presented at this meeting, which escrow agreement agreement will provide for the payment in full of the Refunded Obligations (the "Escrow Agreement"). Section 13. FURTHER PROCEDURES. The Mayor of the Issuer (or the Mayor Pro-tem in the absence of the Mayor) and City Secretary of the Issuer and all other officers, employees and agents of the Issuer, and each of them, shall be and are hereby expressly authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal, if required, and on behalf of the Issuer the Paying Agent/Registrar Agreement with the Paying Agent/Registrar, the Escrow Agreement with the Escrow Agent, the Purchase Letter, a Private Placement Agent Agreement with Frost Bank, and all other instruments, whether herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the Bond and the sale of the Bond. In case any officer whose signature shall appear on any Bond shall cease to be such officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. Section 14. DISPOSITION OF PROJECT; ALLOCATION OF, AND LIMITATION ON, EXPENDITURES FOR THE PROJECT. (a) The Issuer covenants that the property constituting the Project, being the property financed or refinanced with the proceeds of the Refunded Obligations 13 (the "Project"), will not be sold or otherwise disposed in a transaction resulting in the receipt by the Issuer of cash or other compensation, unless any action taken in connection with such disposition will not adversely affect the tax-exempt status of the Bond. For purpose of the foregoing, the Issuer may rely on an opinion of nationally -recognized bond counsel that the action taken in connection with'such sale or other disposition will not adversely affect the tax-exempt status of the Bond. For purposes of the foregoing, the portion of the property comprising personal property and disposed in the ordinary course shall not be treated as a transaction resulting in the receipt of cash or other compensation. For purposes hereof, the Issuer shall not be obligated to comply with this covenant if it obtains an opinion of nationally -recognized bond counsel that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest on the Bond. (b) The Issuer covenants to account for the expenditure of sale proceeds and investment earnings to be used for the Project on its books and records in accordance with the requirements of the Code. The Issuer recognizes that in order for the proceeds to be considered used for the reimbursement of costs, the proceeds must be allocated to expenditures within 18 months of the later of the date that (1) the expenditure is made, or (2) the Project is completed; but in no event later than three years after the date on which the original expenditure is paid. The foregoing notwithstanding, the Issuer recognizes that in order for proceeds to be expended under the Code, the sale proceeds or investment earnings must be expended no more than 60 days after the earlier of (1) the fifth anniversary of the delivery of the Bonds, or (2) the date the Bonds are retired. The Issuer agrees to obtain the advise of nationally -recognized bond counsel if such expenditure fails to comply with the foregoing to assure that such expenditure will not adversely affect the tax-exempt status of the Bonds. For purposes hereof, the Issuer shall not be obligated to comply with this covenant if it obtains an opinion of nationally -recognized bond counsel that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest on the Bond. Section 15. NO RULE 15 c2-12 UNDERTAKING. The Issuer has not made an undertaking in accordance with Rule 15c2-12 of the Securities and Exchange Commission (the "Rule"). The Issuer is not, therefore, obligated pursuant to the Rule to provide any on -going disclosure relating to the Issuer or the Bond. Section 16. GOVERNING LAW. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas (the "State") and the United States of America. Section 17. SEVERABILITY. If any provision of this Ordinance or the application thereof to any circumstance shall be held to be invalid, the remainder of this Ordinance and the application thereof to other circumstances shall nevertheless be valid, and the City Council hereby declares that this Ordinance would have been enacted without such invalid provision. 14 Section 18. DESIGNATION AS QUALIFIED TAX-EXEMPT OBLIGATION. The Issuer hereby designates the Bond as a "qualified tax-exempt obligation" as defined in section 265(b)(3) of the Code, conditioned upon the Purchaser identified in Section 11 hereof certifying that the aggregate initial offering price of the Bond is no greater than $10 million (or such other amount permitted by such section 265 of the Code). Assuming such condition is met, in furtherance of such designation, the Issuer represents, covenants and warrants the following: (a) that during the calendar year in which the Bond is issued, the Issuer (including any subordinate entities) has not designated nor will designate obligations, which when aggregated with the Bond, will result in more than $10,000,000 (or such other amount permitted by such section 265 of the Code) of "qualified tax- exempt obligations" being issued; (b) that the Issuer reasonably anticipates that the amount of tax- exempt obligations issued, during the calendar year in which the Bond is issued, by the Issuer (or any subordinate entities) will not exceed $10,000,000 (or such other amount permitted by such section 265 of the Code); and, (c) that the Issuer will take such action or refrain from such action as necessary, and as more particularly set forth in this Section, in order that the Bond will not be considered a "private activity bond" within the meaning of section 141 of the Code. Section 19. APPROPRIATION. To pay the debt service coming due on the Bond prior to receipt of the taxes levied to pay such debt service, if any, there is hereby appropriated from current funds on hand, which are hereby certified to be on hand and available for such purpose, an amount, which together with capitalized interest received from the sale of the Bond, if any, will be sufficient to pay such debt service, and such amount shall be used for no other purpose. 15 Exhibit A FORM OF BOND NO. R-1 UNITED STATES OF AMERICA PRINCIPAL STATE OF TEXAS AMOUNT CITY OF ANNA, TEXAS $850,000 GENERAL OBLIGATION REFUNDING BOND, SERIES 2016 DATE OF DELIVERY: DECEMBER 22, 2016 REGISTERED OWNER: ALLIANCE BANK PRINCIPAL AMOUNT: EIGHT HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS The City of Anna, in Collin County, Texas (the "Issuer"), being a political subdivision of the State of Texas, for value received, promises to pay, from the sources described herein, to the registered owner specified above, or registered assigns (in each case, the "Holder"), the principal amount specified above, and to pay interest thereon, from the date of delivery set forth above, on the balance of said principal amount from time to time remaining unpaid. This Bond shall finally mature on February 15, 2027, but shall be payable in installments on the dates and in the principal installment amounts, and shall bear interest at a rates per annum, calculated on the basis of basis of a 360-day year of twelve 30-day months, as set forth in the following schedule: Principal Interest Payment Date Installment Rate August 15, 2017 $ 61,000 2.000% February 15, 2018 99,000 2.000 February 15, 2019 46,000 2.000 February 15, 2020 57,000 2.000 February 15, 2021 65,000 2.000 February 15, 2022 64,000 2.000 February 15, 2023 83,000 2.000 February 15, 2024 78,000 2.000 February 15, 2025 97,000 2.000 February 15, 2026 99,000 2.000 February 15, 2027 101,000 2.000 The principal of and 'interest on this Bond are payable in lawful money of the United States of America, without exchange or collection charges. The Issuer shall pay interest on this Bond on August 15, 2017 and on each August 15 and February 15 thereafter to the date of the final maturity hereof or the date of redemption prior to maturity. The last principal installment of this Bond shall FEW be paid to the Holder hereof upon presentation and surrender of this Bond at final maturity, or upon the date fixed for its redemption prior to maturity, at the corporate trust office of Alliance Bank in Sulphur Springs, Texas, which is the " Paying Agent/Registrar" for this Bond. The payment of all other principal installments of and interest on this Bond shall be made by the Paying Agent/Registrar to the Holder hereof on each principal and interest payment date by check or draft, dated as of such principal and interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the Issuer required by the Bond Ordinance (as defined below) to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check or draft shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, on each such interest payment date, to the Holder hereof, at its address as it appeared at the close of business on the last business day of the month next preceding each such date (the "Record Date") on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. In addition, principal and interest may be paid by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Holder. Any accrued interest due in connection with the payment of the final installment of principal of this Bond shall be paid to the Holder upon presentation and surrender of this Bond for payment or redemption at the designated corporate trust office of the Paying Agent/Registrar. The Issuer covenants with the Holder of this Bond that on or before each principal payment date, interest payment date, and accrued interest payment date for this Bond it will make available to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Bond Ordinance, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Bond, when due. If the date for the payment of this Bond shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the designated corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. This Bond is authorized and issued pursuant to and in compliance with Chapter 1207, Texas Government Code, as amended, and pursuant to the ordinance adopted by the Issuer authorizing the issuance hereof (the "Bond Ordinance"), in the original aggregate principal amount of $850,000, dated as of December 1, 2016 FOR THE PURPOSE OF PROVIDING FUNDS TO REFUND THE REFUNDED OBLIGATIONS (AS DEFINED IN THE BOND ORDINANCE) AND TO PAY THE COSTS OF ISSUANCE RELATED THERETO. On any date, the unpaid principal installments of this Bond are subject to redemption, and may be redeemed prior to the scheduled due dates by the Issuer, in an amount of not less than $5,000, at a redemption price equal to the principal amount thereof to be redeemed plus accrued interest thereon to the date of redemption, without premium. The Issuer shall give written notice of its direction to redeem the principal installments of this Bond to the Paying Agent/Registrar and the A-2 Registered Owner of this Certificate by United States mail, first-class postage prepaid, no Iaer than 20 days prior to the date fixed for redemption. This Bond is is suable solely as a single fully -registered Bond, without interest coupons in the denomination of $850,000 or the remaining principal amount ofthe outstanding Bonds of this series if an exchange of a Bond is made after a reduction in the principal amount of the series (the "Authorized Denomination"). As provided in the Bond Ordinance, this Bond may, at the request of the Holder or the assignee or assignees hereof, be assigned and transferred in whole but not in part for a like aggregate principal amount Bond, without interest coupons, payable to the appropriate Holder, assignee or assignees, as the case may be, in the Authorized Denomination, upon surrender of this Bond to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the Bond Ordinance. Among other requirements for such assignment and transfer, this Bond must be presented and surrendered to the Paying Agent/Registrar, together with the proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Bond to the assignee this Bond is to be registered. The form of Assignment printed or endorsed on this Bond may be executed by the Holder to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Bond from time to time by the Holder. In the case of the assignment and transfer of this Bond, the reasonable standard or customary fees and charges of the Paying Agent/Registrar will be paid"by the Issuer. In any circumstance, any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment and transfer, as a condition precedent to the exercise of such privilege. The Issuer and the Paying Agent/Registrar may deem and treat the person in whose name this Bond is registered as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or redemption price hereof and interest due hereon and for all other purposes. The Paying Agent/Registrar shall not be required to make any such transfer during the period commencing with the close of business on any Record Date and ending with the opening of business on the next following principal or interest payment date. In the event any Paying Agent/Registrar for this Bond is changed by the Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Bond Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be mailed to the Holder of the Bond. IT IS HEREBY certified, recited and covenanted that this Bond has been duly and validly authorized, issued and delivered; that all acts, conditions and things required or proper to be performed, exist and be done precedent to or in the authorization, issuance and delivery of this Bond have been performed, existed and been done in accordance with law; and that annual ad valorem taxes sufficient to provide for the payment of the interest on and principal of this Bond, as such interest comes due and such principal matures, have been levied and ordered to be levied against all taxable property in said Issuer, and have been pledged for such payment, within the limit prescribed by law, all as provided in the Bond Ordinance. A-3 The Issuer has reserved the right to amend the Bond Ordinance as provided therein, and under some (but not all) circumstances amendments thereto must be approved by the Holder of this Bond. By becoming the Holder of this Bond, the Holder thereby acknowledges all of the terms and provisions of the Bond Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Bond Ordinance is duly recorded and available for inspection in the official minutes and records of the governing body of the Issuer, and agrees that the terms and provisions of this Bond and the Bond Ordinance constitute a contract between each Holder hereof and the Issuer. IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual or facsimile signature of the Mayor of the Issuer (or the Mayor Pro -tern in the absence of the Mayor), countersigned with the manual or facsimile signature of the City Secretary of the Issuer, and has caused the official seal of the Issuer to be duly impressed or placed in facsimile on, this Bond. (signature) (signature) Carrie L. Smith, City Secretary Mike Crist, Mayor (SEAL) [Form of Paying Agent/Registrar's Authentication Certificate] PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE (To be executed if this Bond is not accompanied by an executed Comptroller's Registration Certificate) It is hereby certified that this Bond has been issued under the provisions of the Bond Ordinance described in the text of this Bond; and that this Bond has been issued in exchange for a bond of a series which originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. Dated: ALLIANCE BANK SULPHUR SPRINGS, TEXAS Paying Agent/Registrar By Authorized Representative A-5 [Form of Assignment] ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto Please insert Social Security or Taxpayer Identification Number of Transferee (Please print or typewrite name and address, including zip code of Transferee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints , attorney, to register the transfer of the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by an eligible guarantor institution participating in a securities transfer association recognized signature guarantee program. A-6 NOTICE: The signature above must correspond with the name of the Registered Owner as it appears upon the front of this Bond in every particular, without alteration or enlargement or any change whatsoever. [Form of Comptroller's Registration Certificate] I hereby certify that this Bond has been examined, certified as to validity, and approved by the Attorney General of the State of Texas, and that this Bond has been registered this day by me. Witness my signature and seal this (COMPTROLLER'S SEAL) Comptroller of Public Accounts of the State of Texas A-7 ALLIANCE BANK November 22, 2016 Mayor and Members of the City Council City of Anna, Texas 111 N. Powell Parkway Anna, Texas 75409 McCall, Parkhurst & Horton L.L.P. 717 N. Harwood, 9' Floor Dallas, Texas 75201 FirstSouthwest, a division of Hilltop Securities, Inc. 1201 Elm Street, Suite 3500 Dallas, TX 75270 I, the undersigned, being an authorized officer of Alliance Bank (the "Bank"), being a financial institution, to -wit: a bank within the definition of section 3(a)(2) of the Securities Act of 1933, engaged in the business of investing in securities such as the bond described below (the "Bond"), acknowledge that the City of Anna, Texas (the "Issuer") is issuing its General Obligation Refunding Bond, Series 2016, in the aggregate principal amount of $850,000 to refund certain outstanding debt obligations of the Issuer, and for paying the costs of issuance of the Bond. The Bond is to be issued under the authority of Chapter 1207, Texas Government Code. The Bank further understands that the Bond will be payable from, and secured by a lien on and pledge of, the receipts of an ad valorem tax levied in sufficient amounts (within the limit prescribed by law) to provide for the payment of the interest on and principal of the Bond, as such interest and principal come due. In accordance with the State Constitution, the Issuer is limited to a tax rate of $2.50 per $100 of taxable assessed valuation for all purposes, including the payment of debt service on certain of its debt, including the Bond. The Bank hereby acknowledges receipt of the ordinance authorizing the issuance of the Bond (the "Ordinance"). The Bank acknowledges its understanding that, in addition to the pledge of ad valorem taxes, the Ordinance permits the use of the surplus revenues of the Issuer's waterworks and sewer system to fund the interest and sinking fund for the Bond in lieu of revenues derived from the exercise of the Issuer's taxing powers. The Bank further understands that the Bond will be sold for cash, will be approved by the Attorney General of the State of Texas, and will be delivered in one installment, in the form of one fully -registered certificate representing the full maturity amount of the Bond, in the amount of S850,000, and which has a final maturity of February 15, 2027, provided that annual principal installment payments shall be made to the holder thereof, as described below. The Bond will initially be made payable to the order of the Bank, but may be assigned by the Bank in whole, but not in part, and the Bank or any assignee of the Bond from any prior holder shall be the registered owner thereof. The Bond will be delivered in physical form, and will not be subject to a book entry system of payment, registration and transfer. In connection with the Bond, the Bank agrees as follows: A. Delivery of the Bond to the Bank (the "Closing") shall be made at the Bank on December 22, 2016, it being understood that this delivery date may be extended by mutual consent of the Bank and the Issuer. B. The first interest payment date for the Bond shall be August 15, 2017, with interest payable on each February 15 and August 15 thereafter. The outstanding principal balance of the Bond shall bear interest at a rate of 2.00% per annum. C. Principal of the Bond will be payable in annual installments, or upon redemption at the option of the Issuer, under the terms and conditions described below. The purchase price for the Bond shall be the principal amount thereof. Interest on the Bond will accrue interest from the date of initial delivery. The outstanding principal balance of the Bond shall finally mature on February 15, 2027, but shall be paid in installments on the dates and in the amounts set forth in the table below: Payment Date Principal Installment August 15, 2017 $ 61,000 February 15, 2018 99,000 February 15, 2019 46,000 February 15, 2020 57,000 February 15, 2021 65,000 February 15, 2022 64,000 February 15, 2023 83,000 February 15, 2024 78,000 February 15, 2025 97,000 February 15, 2026 99,000 February 15, 2027 101,000 D. On any date, the principal installments of the Bond may be redeemed prior to their scheduled maturities, at the option of the Issuer, with funds derived from any available and lawful source. E. The Bond will be fully registered as to principal and interest, and the Bank shall serve as the initial paying agent and registrar for the Bond without charge to the Issuer, except for the reimbursement of any reasonable expenditures incurred by the Bank in the capacity of paying agent and registrar. F. In regard to its purchase of the Bond, the Bank acknowledges that no prospectus or other offering document has been prepared; however, the Issuer has furnished the Bank with all information necessary and requested by the Bank to permit the Bank to make an informed decision concerning its purchase of the Bond, and the Bank has made such inspections and investigations as it has deemed necessary to determine the investment quality of the Bond and to assess all risk factors associated with the purchase and ownership of the Bond. The Bank hereby acknowledges and represents that it has a business relationship with the Issuer 2 and that it is familiar with the financial condition of the Issuer and the ability of the Issuer to timely pay the principal of and interest on the Bond. The Bank has been furnished with such financial information relating to the Issuer as it has requested for the purposes of making its assessment of an investment in the Bond. The Bank has had a reasonable opportunity to request and review such other information as it needs from the Issuer in order to enable it to make its investment decision. The Bank is not relying on McCall, Parkhurst & Horton L.L.P., the Issuer's Bond Counsel, or FirstSouthwest, a Division of Hilltop Securities, Inc., the Issuer's Financial Advisor, as to the completeness or accuracy of any financial information provided to the Bank by the Issuer in connection with its determination to make an investment in the Bond. G. The Bond is being purchased by the Bank for the account of the Bank as evidence of a loan (and not on behalf of another), and the Bank has no present intention of reselling the Bond or dividing its interest therein, either currently or after the passage of a fixed or determinable period of time or upon the occurrence or nonoccurrence of any predetermined event or circumstance; provided, however that the Bank reserves the right to sell, pledge, transfer, convey, hypothecate, or dispose of, the Bond at some future date. H. The Bank acknowledges that the Bond will not be rated. In addition, the Bank acknowledges that the Bond will not be listed on any securities exchange. Further, no trading market now exists for the Bond, and none may exist in the future. Accordingly, the Bank understands that it may need to bear the risks of this investment for an indefinite time, since any sale prior to the maturity for the Bond may not be possible or may be at a price below that which the Bank is paying for the Bond. It is understood and agreed that the Bank is buying the Bond in a private placement by the Issuer to the Bank. The Issuer has not undertaken to make any on -going disclosures for the benefit of the holder of the Bond in accordance with Rule 15c2-12 of the United States Securities and Exchange Commission; provided, however, that for so long as the Bond is outstanding, the Issuer agrees to provide the Bank with its audited financial statements within 180 days of the close of its fiscal year. J. This agreement shall be terminated by delivery of the Bond in the amount of $850,000 to the Bank at the Closing date, provided that the representations of the Bank in F. above, shall survive the termination hereof. K. The Issuer will designate the Bond as a "qualified tax-exempt obligation" within the meaning of section 265(b) of the Internal Revenue Code of 1986, as amended. In furtherance of that designation, in the Ordinance, the Issuer will covenant to take such action which would assure or to refrain from such action which would adversely affect the treatment of the Bond as a "qualified tax-exempt obligation." L. As a condition to the purchase of the Bond, the Bank shall receive at the Closing legal opinion of Bond Counsel in substantially the forms attached hereto as Exhibit A. In addition, the Bank shall receive, at the Closing, an opinion of the Attorney General of the State of Texas to the effect that the Bond has been lawfully issued by the Issuer and is a valid and binding obligation of the Issuer under applicable laws of the State of Texas. 3 Respectfully submitted, ALLIANCE BANK Accepted by CITY OF ANNA, TEXAS By: Name: Mike Crist Title: Mayor Purchase Letter City of Anna, Texas General Obligation Refunding Bond, Series 2016 Title: Respectfully submitted, ALLIANCE BANK Accepted by CITY OF ANNA, TEXAS By: _ Al &— Name: Mike Crist Title: Mayor Purchase Letter City of Anna, Texas General Obligation Refunding Bond, Series 2016 Exhibit A Form of Legal Opinion of Bond Counsel December , 2016 City of Anna, Texas I I I N. Powell Parkway Anna, Texas 75409 Alliance Bank 100 W. Jefferson Street Sulphur Springs, Texas 75482 Re: $850,000 City of Anna, Texas General Obligation Refunding Bond, Series 2016 As Bond Counsel for the City of Anna, Texas, the issuer (the "Issuer") ofthe bond described above (the "Bond"), we have examined into the legality and validity of the Bond, which bears interest from the date of initial delivery of the Bond, until maturity or redemption, at the rate and payable on the dates as stated in the text of the Bond, and matures and is subject to redemption prior to maturity, all in accordance with the terms and conditions stated in the text of the Bond. We have examined the applicable and pertinent provisions of the Constitution and laws of the State of Texas, and a transcript of certified proceedings of the Issuer, and other pertinent instruments authorizing and relating to the issuance of the Bond, including executed Bond Number R-1. Based on said examination, it is our opinion that the Bond has been authorized, issued and duly delivered in accordance with law; and that except as may be limited by laws applicable to the Issuer relating to governmental immunity, bankruptcy, reorganization, and other similar matters affecting creditors' rights generally, and by general principles of equity which permit the exercise of judicial discretion, the Bond constitutes a valid and legally binding obligation of the Issuer; and that a continuing ad valorem tax of the Issuer sufficient to provide for the payment of the interest on and principal of the Bond has been levied and pledged for such purpose, within the limits prescribed by law, as provided in the ordinance authorizing the issuance of the Bond (the "Ordinance"). It is further our opinion, except as discussed below, that the interest on the Bond is excludable from the gross income of the owners for federal income tax purposes under the statutes, regulations, published rulings, and court decisions existing on the date of this opinion. We are further of the opinion that the Bond is not s "specified private activity bond" and that, accordingly, interest on the Bond will not be included as an individual or corporate alternative minimum tax preference item under section 57(a)(5) of the Internal Revenue Code of 1986 (the "Code"). Except as stated above, we express no opinion as to any other federal, state, or local tax consequences of acquiring, carrying, owning, or disposing of the Bond. MI In expressing the aforementioned opinions, we have relied on and assume continuing compliance with, certain representations contained in the federal tax certificate of the Issuer and covenants set forth in the Ordinance, relating to, among other matters, the use of the projects being financed and refinanced and the investment and expenditure of the proceeds and certain other amounts used to pay or to secure the payment of debt service on the Bond, and the certification by the paying/agent registrar for the refunded obligations verifying the sufficiency of the amounts being deposited with the escrow agent to pay the redemption price therefor on the redemption date. We call your attention to the fact that if such representations are determined to be inaccurate or if the Issuer fails to comply with such covenants, interest on the Bond may become includable in gross income retroactively to the date of issuance of the Bond. We call your attention to the fact that the interest on tax-exempt obligations, such as the Bond, is included in a corporation's alternative minimum taxable income for purposes of determining the alternative minimum tax imposed on corporations by section 55 of the Code. Our opinions are based on existing law, which is subject to change. Such opinions are further based on our knowledge of facts as of the date hereof. We assume no duty to update or supplement our opinions to reflect any facts or circumstances that may thereafter come to our attention or to reflect any changes in any law that may thereafter occur or become effective. Moreover, our opinions are not a guarantee of result and are not binding on the Internal Revenue Service (the "Service"); rather, such opinions represent our legal judgment based upon our review of existing law and in reliance upon the representations and covenants referenced above that we deem relevant to such opinions. The Service has an ongoing audit program to determine compliance with rules that relate to whether interest on state or local obligations is includable in gross income for federal income tax purposes. No assurance can be given whether or not the Service will commence an audit of the Bond. If an audit is commenced, in accordance with its current published procedures the Service is likely to treat the Issuer as the taxpayer. We observe that the Issuer has covenanted not to take any action, or omit to take any action within its control, that if taken or omitted, respectively, may result in the treatment of interest on the Bond as includable in gross income for federal income tax purposes. Our sole engagement in connection with the issuance of the Bond is as Bond Counsel for the Issuer, and, in that capacity, we have been engaged by the Issuer for the sole purpose of rendering an opinion with respect to the legality and validity of the Bond under the Constitution and laws of the State of Texas, and with respect to the exclusion from gross income of the interest on the Bond for federal income tax purposes, and for no other reason or purpose. We have not been requested to investigate or verify, and have not independently investigated or verified any records, data, or other material relating to the financial condition or capabilities of the Issuer, or the disclosure, if any, thereof in connection with the sale of the Bond, and have not assumed any responsibility with respect thereto. We express no opinion and make no comment with respect to the marketability of the Bond and have relied solely on certificates executed by officials of the Issuer as to certain matters upon which we have relied in rendering our opinion, including the current outstanding indebtedness of, and the assessed valuation of taxable property within, the Issuer. Respectfully, A-2 PAYING AGENT/REGISTRAR AGREEMENT THIS AGREEMENT entered into as of December 1, 2016, (this "Agreement"), by and between the City of Anna, Texas (the "Issuer"), and Alliance Bank, Sulphur Springs, Texas, (the "Bank"). RECITALS WHEREAS, the Issuer has duly authorized and provided for the issuance of its General Obligation Refunding Bond, Series 2016 (the "Security") in the aggregate principal amount of $850,000, such Security to be issued in fully registered form only as to the payment of principal and interest thereon; and WHEREAS, the Security is scheduled to be delivered to the initial purchaser thereof on or about December 22, 2016; and WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in connection with the payment of the principal of, premium, if any, and interest on said Security and with respect to the registration, transfer and exchange thereof by the registered owners thereof; and WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the Issuer and has full power and authority to perform and serve as Paying Agent/Registrar for the Security; NOW, THEREFORE, it is mutually agreed as follows: ARTICLE ONE APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR Section 1.01. Appointment. The Issuer hereby appoints the Bank to serve as Paying Agent with respect to the Security. As Paying Agent for the Security, the Bank shall be responsible for paying on behalf of the Issuer the principal, premium (if any), and interest on the Security as the same become due and payable to the registered owners thereof, all in accordance with this Agreement and the "Order" (hereinafter defined). The Issuer hereby appoints the Bank as Registrar with respect to the Security. As Registrar for the Security, the Bank shall keep and maintain for and on behalf of the Issuer books and records as to the ownership of said Security and with respect to the transfer and exchange thereof as provided herein and in the "Order." The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and Registrar for the Security. Section 1.02. Compensation. In consideration of the sale of the Security to the Bank by the Issuer, no compensation wi 11 be owing to the Bank for its services hereunder. The Issuer agrees to reimburse the Bank upon its request for all reasonable expenses, disbursements and advances incurred or made by the Bank in accordance with any of the provisions hereof (including the reasonable compensation and the expenses and disbursements of its agents and counsel). In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable expenses, disbursements and advances incurred or made by the Bank in accordance with any of the provisions hereof (including the reasonable compensation and the expenses and disbursements of its agents and counsel). ARTICLE TWO DEFINITIONS Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: "Bank Office" means the principal corporate trust office of the Bank as indicated in Section 6.03 hereof. The Bank will notify the Issuer in writing of any change in location of the Bank Office. "Fiscal Year" means the fiscal year of the Issuer, ending September 30. "Holder" and "Security Holder" each means the Person in whose name a Security is registered in the Security Register. "Issuer Request" and "Issuer Order" means a written request or order signed in the name of the Issuer by the President, Secretary, or other authorized officer of the Issuer, any one or more of said officials, delivered to the Bank. "Legal Holiday" means a day on which the Bank is required or authorized to be closed. "Order" means the order, ordinance or resolution of the governing body of the Issuer pursuant to which the Security is issued, certified by the Mayor, City Secretary or any other official of the Issuer. "Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision of a government. "Predecessor Security" of any particular Security means every previous Security evidencingthe same obligation as that evidenced by such particular Security (and, for the purposes of this definition, any mutilated, lost, destroyed, or stolen Security for which a replacement Security has been registered and delivered in lieu thereof pursuant to Section 4.06 hereof and the Order). "Redemption Date" when used with respect to any Security to be redeemed means the date fixed for such redemption pursuant to the terms of the Order. "Responsible Officer" when used with respect to the Bank means the Chairman or Vice -Chairman of the Board of Directors, the Chairman or Vice-chairman of the Executive Committee of the Board of Directors, the President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or Assistant Trust Officer, or any other officerof the Bank customarily performing functions similartothose performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. 2 "Security Register" means a register maintained by the Bank on behalf of the Issuer providing for the registration and transfer of the Security. "Stated Maturity" means the date specified in the Order when the principal of a Security is scheduled to be due and payable. Section 2.02. Other Definitions. The terms "Bank," Issuer," and "Security" have the meanings assigned to them in the recital paragraphs of this Agreement. The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties and functions of this Agreement. ARTICLE THREE PAYING AGENT Section 3.01. Duties of Paying Agent. As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the principal of each Security at its Stated Maturity or Redemption Date, to the Holder upon surrender of the Security to the Bank at the Bank Office. As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on the Security when due, by computing the amount of interest to be paid each Holder and preparing and sending checks by United States Mail, first class postage prepaid, on each payment date, to the Holder of the Security (or its Predecessor Security) on the respective Record Date, to the address appearing on the Security Register or by such other method, acceptable to the Bank, requested in writing by the Holder at the Holder's risk and expense. Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay the principal of and interest on the Security on the dates specified in the Order. ARTICLE FOUR REGISTRAR Section 4.01. Securily Register - Transfers and Exchanges. The Bank agrees to keep and maintain for and on behalf of the Issuer at the Bank Office books and records (herein sometimes referred to as the "Security Register") and, if the Bank Office is located outside the State of Texas, a copy of such books and records shall be kept in the State of Texas, for recording the names and addresses of the Holder of the Security, the transfer, exchange and replacement of the Security and the payment of the principal of and interest on the Security to the Holder and containing such other information as may be reasonably required by the Issuer and subject to such reasonable regulations as the Issuer and the Bank may prescribe. All transfers, exchanges and replacement of the Security shall be noted in the Security Register. Every Security surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, the signature on which has been guaranteed by an officer of a federal or state bank or a member of the Financial Industry Regulatory Authority, in form satisfactory to the Bank, duly executed by the Holder thereof or his agent duly authorized in writing. The Bank may request any supporting documentation it feels necessary to effect a re -registration, transfer or exchange of the Security. To the extent possible and under reasonable circumstances, the Bank agrees that, in relation to an exchange or transfer of the Security, the exchange or transfer by the Holder thereof will be completed and a new Security delivered to the Holder or the assignee of the Holder in not more than three (3) business days after the receipt of the Security to be canceled in an exchange or transfer and the written instrument of transfer or request for exchange duly executed by the Holder, or his duly authorized agent, in form and manner satisfactory to the Paying Agent/Registrar. Section 4.02. Securities. At any time when the Security is not subject to a book -entry -only system of registration and transfer, the Issuer shall provide an adequate inventory of printed Securities to facilitate transfers or exchanges thereof. The Bank covenants that the inventory of printed Securities will be kept in safekeeping pending their use, and reasonable care will be exercised by the Bank in maintaining such Securities in safekeeping, which shall be not less than the care maintained by the Bank for debt securities of other political subdivisions or corporations for which it serves as registrar, or that is maintained for its own securities. Section 4.03. Form of Security Register. The Bank, as Registrar, will maintain the Security Register relating to the registration, payment, transfer and exchange of the Security in accordance with the Bank's general practices and procedures in effect from time to time. The Bank shall not be obligated to maintain such Security Register in any form other than those which the Bank has currently available and currently utilizes at the time. The Security Register may be maintained in written form or in any other form capable of being converted into written form within a reasonable time. Section 4.04. List of Security Holder. The Bank will provide the Issuer at any time requested by the Issuer, upon payment of the required fee, a copy of the information contained in the Security Register. The Issuer may also inspect the information contained in the Security Register at any time the Bank is customarily open for business, provided that reasonable time is allowed the Bank to provide an up-to-date listing or to convert the information into written form. The Bank will not release or disclose the contents of the Security Register to any person other than to, or at the written request of, an authorized officer or employee of the Issuer, except upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and prior to the release or disclosure of the contents of the Security Register, the Bank will notify the Issuer so that the Issuer may contest the court order or such release or disclosure of the contents of the Security Register. Section 4.05. Cancellation of Securities. The Bank will, at such reasonable intervals as it determines, surrender to the Issuer, Securities in lieu of which or in exchange for which other Securities have been issued, or which have been paid. Section 4.06. Mutilated, Destroyed, Lost or Stolen Security. The Issuer hereby instructs the Bank, subject to the applicable provisions of the Order, to deliver and issue a Security in exchange for or in lieu of a mutilated, destroyed, lost, or stolen Security as long as the same does not result in an overissuance. In case any Security shall be mutilated, or destroyed, lost or stolen, the Bank, in its discretion, may execute and deliver a replacement Security of like form and tenor, and in the same denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Security, or in lieu of and in substitution for such destroyed lost or stolen Security, only after (i) the filing by the Holder thereof with the Bank of evidence satisfactory to the Bank of the destruction, loss or theft of such Security, and of the authenticity of the ownership thereof and (ii) the furnishing to the Bank of indemnification in an amount satisfactory to hold the Issuer and the Bank harmless. All expenses and charges associated with such indemnity and with the preparation, execution and delivery of a replacement Security shall be borne by the Holder of the Security mutilated, or destroyed, lost or stolen. Section 4.07. Transaction Information to Issuer. The Bank will, within a reasonable time after receipt of written request from the Issuer, furnish the Issuer information as to any portion of the Security it has paid pursuant to Section 3.01, Securities it has delivered upon the transfer or exchange of any Security pursuant to Section 4.01, and Securities it has delivered in exchange far or in lieu of mutilated, destroyed, lost, or stolen Security pursuant to Section 4.06. Section 4.08 Reporting Requirements. To the extent required by the Internal Revenue Code of 1986, as amended, and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto, the Bank shall report or assure that a report is made to the Holder and the Internal Revenue Service any amount of acquisition prernium, interest paid on, original issue discount or adjusted basis of the Security which is required to be reported by a Holder on its returns of federal income tax. ARTICLE FIVE THE BANK Section 5.01. Duties of Bank. The Bank undertakes to perform the duties set forth herein and agrees to use reasonable care in the performance thereof. The Bank is authorized to transfer funds relating to the closing and initial delivery of the Security in the manner disclosed in the closing memorandum approved by the Issuer as prepared by the Issuer's financial advisor or other agent. The Bank may act on a facsimile transmission of the closing memorandum to be followed by an original of the closing memorandum signed by the financial advisor or the Issuer. Section 5.02. Reliance on Documents, Etc. (a) The Bank may conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein, on certificates or opinions furnished to the Bank. (b) The Bank shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the pertinent facts. (c) No provisions of this Agreement shall require the Bank to expend or risk its own funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is not assured to it. (d) The Bank may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. Without limiting the generality of the foregoing statement, the Bank need not examine the ownership of any Security, but is protected in acting upon receipt of a Security containing an endorsement or instruction of transfer or power of transfer which appears on its face to be signed by the Holder or an agent of the Holder. The Bank shall not be bound to make any investigation into the facts or matters stated in a resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security or other paper or document supplied by Issuer. (e) The Bank may consult with counsel, and the written advice of such counsel or any opinion of counsel shall be full and complete authorization and protection with respect to any action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon. (f) The Bank may exercise any of the powers hereunder and perform any duties hereunder either directly or by or through agents or attorneys of the Bank. Section 5.03. Recitals of Issuer. The recitals contained herein with respect to the Issuer and in the Security shall be taken as the statements of the Issuer, and the Bank assumes no responsibility for their correctness. The Bank shall in no event be liable to the Issuer, any Holder of any Security, or any other Person for any amount due on any Security from its own funds. Section 5.04. May Hold the Security. The Bank, in its individual or any other capacity, may become the owner or pledgee of the Security and may otherwise deal with the Issuer with the same rights it would have if it were not the Paying Agent/Registrar, or any other agent. Section 5.05. Moneys Held by Banlr. The Bank shall deposit any moneys received from the Issuer into a trust account to be held in a fiduciary capacity for the payment of the Security, with such moneys in the account that exceed the deposit insurance available to the Issuer bythe Federal Deposit Insurance Corporation, to be fully collateralized with securities or obligations that are eligible under the laws of the State of Texas to secure and be pledged as collateral for trust accounts until the principal and interest on a Security has been presented for payment and paid to the owner thereof. Payments made from such trust account shall be made by check drawn on such trust account unless the owner of such Security shall, at its own expense and risk, request such other medium of payment. Subject to the Unclaimed Property Law of the State of Texas, any money deposited with the Bank for the payment of the principal, premium (if any), or interest on any Security and remaining unclaimed for three years after the final maturity of the Security has become due and payable will be paid by the Bank to the Issuer if the Issuer so elects, and the Holder of such Security shall hereafter look only to the Issuer for payment thereof, and all liability of the Bank with respect to such monies shall thereupon cease. Ifthe Issuer does not elect, the Bank is directed to report and dispose of the funds in compliance with Title Six of the Texas Property Code, as amended. Section 5.06. Indemnification. To the extent permitted by law, the Issuer agrees to indemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred without negligence or bad faith on its part, arising out of or in connection with its acceptance or administration of its duties hereunder, including the cost and expense against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement. Section 5.07. Interpieader. The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demand, or controversy over its person as well as funds on deposit, in either a Federal or State District Court located in the State of Texas and County where the Issuer is located, and agree that service of process by certified or registered mail, return receipt requested, to the address referred to in Section 6.03 of this Agreement shall constitute adequate service. The Issuer and the Bank further agree that the Bank has the right to file a Bill ofInterpleader in any court located in the State of Texas and County where the Issuer is located of competent jurisdiction to determine the rights of any Person claiming any interest herein. Section 5.08. Depository Trust Company Services. It is hereby represented and warranted that, in the event the Security is otherwise qualified and accepted for "Depository Trust Company" services or equivalent depository trust services by other organizations, the Bank has the capability and, to the extent within its control, will comply with the "Operational Arrangements," effective August 1, 1987, which establishes requirements for securities to be eligible for such type depository trust services, including, but not limited to, requirements for the timeliness of payments and funds availability, transfer turnaround time, and notification of redemptions and calls. ARTICLE SIX MISCELLANEOUS PROVISIONS Section 6.01. Amendment. This Agreement may be amended only by an agreement in writing signed by both of the parties hereto. Section 6.02. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other. Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent, waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses set forth below: Issuer City of Anna, Texas 111 N. Powell Parkway Anna, Texas 75409 Pgyinj4 A ent/Re istrar Alliance Bank 100 W. Jefferson Street Sulphur Springs, Texas 75482 Section 6.04. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. Section 6.05. Successors and Assigns. All covenants and agreements herein by the Issuer shall bind its successors and assigns, whether so expressed or not. Any corporation or association into which the Bank may be converted or merged, or with which it may be consolidated, or to which it may sell, lease, or transfer its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation, or transfer to which it is a party, ipso facto, shall be and become successor Paying Agent/Registrar hereunder and vested with all ofthe powers, rights, obligations, duties, remedies, discretions, immunities, privileges, and all other matters as was its predecessor, without the execution or filing of any instruments or any further act, deed, or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding. Section 6.06. Severability. In case any provision herein shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 6.07. Benefits of Agreement. Nothing herein, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy, or claim hereunder. Section 6.08. Entire Agreement. This Agreement and the Order constitute the entire agreement between the parties hereto relative to the Bank acting as Paying Agent/Registrar and if any conflict exists between this Agreement and the Order, the Order shall govern. Section 6.09. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement. Section 6.10. Termination. This Agreement will terminate (i) on the date of final payment of the principal of and interest on the Security to the Holder thereof or (ii) may be earlier terminated by either party upon sixty (60) days written notice; provided, however, an early termination of this Agreement by either party shall not be effective until (a) a successor Paying Agent/Registrar has been appointed by the Issuer and such appointment accepted and (b) notice has been given to the Holder of the Security of the appointment of a successor Paying Agent/Registrar. Furthermore, the Bank and Issuer mutually agree that the effective date of an early termination of this Agreement shall not occur at any time which would disrupt, delay or otherwise adversely affect the payment of the Security. Upon an early termination of this Agreement, the Bank agrees to promptly transfer and deliver the Security Register (or a copy thereof), together with other pertinent books and records relating to the Security, to the successor Paying Agent/Registrar designated and appointed by the Issuer. The provisions of Section 1.02 and of Article Five shall survive and remain in full force and effect following the termination of this Agreement. Section 6.11. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. (Execution Page Follows) IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. ALLIANCE BANK By: Title: Paying Agent/Registrar Agreement City of Anna, Texas General Obligation Refunding Bond, Series 2016 CITY OF ANNA, TEXAS Mike Crist, Mayor Paying Agent/Registrar Agreement City of Anna, Texas General Obligation Refunding Bond, Series 2016 SIGNATURE IDENTIFICATION AND GENERAL CERTIFICATE THE STATE OF TEXAS COUNTY OF COLLIN CITY OF ANNA We, the undersigned officers of the City of Anna, Texas (the "Issuer"), hereby certify that we are executing and delivering this certificate with reference to the City of Anna, Texas General Obligation Refunding Bond, Series 2016, dated December 1, 2016, i the principal amount of $850,000 (the "Bond"). The certifications herein are made this, thel_y of December, 2016. Certifications as to Execution of Bond and Issuer Seal I . We officially executed and signed the Bond with our manual signatures or by causing facsimiles of our manual signatures to be imprinted or lithographed on the Bond, and, if appropriate, we hereby adopt said facsimile signatures as our own, respectively, and declare that said facsimile signatures constitute our signatures the same as if we had manually signed the Bond. 2. The Bond is substantially in the form, and has been duly executed and signed in the manner, prescribed in the ordinance authorizing the issuance of the Bond (the "Ordinance"), 3. At the time we so executed and signed the Bond we were, and at the time of executing this Certificate we are, the duly chosen, qualified and acting officers indicated therein, and authorized to execute the same. 4. We have caused the official seal of the Issuer to be impressed, or printed, or lithographed on the Bond; and said seal on the Bond has been duly adopted as, and is hereby declared to be, the official seal of the Issuer. Certifications as to_Liti ation 5. No litigation of any nature has been filed or is now pending to restrain or enjoin the issuance or delivery of the Bond, or which would affect the provision made for its payment or security, or in any manner questioning the proceedings or authority concerning the issuance of the Bond, and that so far as we know and believe no such litigation is threatened. 6. Neither the corporate existence nor boundaries of the Issuer is being contested, no litigation has been filed or is now pending which would affect the authority of the officers of the Issuer to issue, execute, sign, and deliver the Bond, and no authority or proceedings for the issuance of the Bond has been repealed, revoked or rescinded. 7. No litigation of any nature has ever been filed pertaining to, affecting or contesting: (a) the Ordinance; (b) the issuance, delivery, payment, security or validity of the Bond; (c) the authority of the governing body and the officers of the Issuer to issue, execute and deliver the Bond; (d) the validity of the corporate existence of the Issuer; (e) the current tax rolls of the Issuer; and that no litigation is pending pertaining to, affecting, questioning or contesting the current boundaries of the Issuer. Certifications as to Organization, Existence and Qualifications of the Issuer S. The Issuer is a duly incorporated Home Rule City, having more than 5,000 inhabitants, operating and existing under the Constitution and Iaws of the State of Texas and the duly adopted Home Rule Charter of the City, which Charter has not been amended since the issuance of the most recent obligations approved by the Attorney General of Texas. Certification as to the Issuer's Tax -Supported Debt 9. Attached hereto as Exhibit A is a true, full and correct debt service schedule for the proposed Bonds and all of the Issuer's outstanding debt obligations that are secured by ad valorem taxes, excluding the obligations being refunded by the Bonds (the "Refunded Obligations"). Certification as to the Issuer's Current Tax Roll 10. The currently effective ad valorem Tax Rolls of the Issuer are those for the year 2016, being the most recently approved Tax Rolls of the Issuer; that the taxable property in the Issuer has been assessed as required by law; that the Board of Equalization of the Issuer has equalized and approved the valuation of taxable property in the Issuer for said year; that the Tax Assessor of the Issuer has duly verified the aforesaid Tax Rolls, and said Board of Equalization has finally approved the same; and that the assessed value of taxable property in the Issuer upon which the annual ad valorem tax of the Issuer has been levied (after deducting the amount of all exemptions, if any, taken or required to be given under the Constitution and laws of the State of Texas), according to the aforesaid Tax Rolls for said year, as delivered to the City Secretary of the Issuer, and finally approved and recorded by the City Council of the Issuer, is $727,617,817. Certification as to No Default 11. The Issuer is not in default with respect to the Bond, the Refunded Obligations, or any of the ordinances authorizing the issuance of the aforementioned debt obligations. 12. None of the Refunded Obligations have been held in, or purchased for the account of, the Interest and Sinking Fund created and maintained for the benefit of the Refunded Obligations, or purchased with any money collected from any revenues of the Issuer. Certification of Debt Service Savings/Loss 13. Attached hereto as Exhibit B is a schedule illustrating the debt service savings (loss) to be realized by the Issuer as a result of the refunding of the Refunded Obligations by the issuance of the Bond. Certification Re ag rding House Bill 1295 14. The Issuer has received all required disclosure filings under Section 2252,908 of the Texas Government Code in connection with the authorization and issuance of the Bond and has notified the Texas Ethics Commission ("TEC") of its receipt of such filings by acknowledging such filings in accordance with TEC's rules. Submission of documents to the Attorney General 15. The Bond shall be sent to the Office of the Attorney General of the State of Texas, Public Finance Division (the "Attorney General"), by the Issuer's Bond Counsel, McCall, Parkhurst & Horton L.L.P. It is requested that the Attorney General examine and approve the Bond in accordance with law. After such approval, the Attorney General is requested to deliver the Bond to the Comptroller of Public Accounts for registration. Authorization of the Attorney eneral to Execute this Certificate 16. The Attorney General is hereby authorized and directed to date this certificate concurrently with the date of approval of the Bond. If any litigation or contest should develop pertaining to the Bond or any other matters covered by this certificate, the undersigned will notify the Attorney General thereof immediately by telephone. With this assurance the Attorney General can rely on the absence of any such litigation or contest, and on the veracity and currency of this certificate, at the time the Bond is approved, unless the Attorney General is notified otherwise as aforesaid. [Execution Page Follows] The persons named below were, on the date of authorization of the Bond, the duly elected and qualified incumbents of the offices of the Issuer set opposite their respective names, and the signatures herein below are the genuine signatures of said officers. By signing below, such officers hereby evidence their lawful signatures, adopt same as facsimiles for the purpose of executing the Bond and attest to the truthfulness of the foregoing certifications. MANUAL SIGNATURES OFFICIAL TITLES Mike Crist, Mayor Carrie L. Smith, City Secretary ACKNOWLEDGMENT Before me, on this day personally appeared the foregoing individuals, known to me to be the officers whose true and genuine signatures were subscribed to the foregoing instrument in my presence. Given under my hand and seal of office this November;,(, 2016. r iq�ry r� CJ I L I_auretta Kay Blacketer r My Commission Expires r�fotar oaroTMo» Y Public Of (Notary Seal) Signature Identification and General Certificate City of Anna, Texas General Obligation Refunding Bond, Series 2016 wru" = TAX SUPPORTED DEBT SERVICE REQUIREMENTS (See attached) City of Anna, Texas General Obligation Refunding Bonds, Series 2016 Fiscal Year Outstanding Ending _ General Obligation Debt Service(1)(2) 9/30 Principal Interest Total D/S 2017 $ 482,000 $ 457,715 $ 939,715 2018 405,000 568,789 973,789 2019 660,000 676,047 1,336,047 2020 990,000 629,965 1,619,965 2021 901,000 568,174 1,469,174 2022 931,000 513,426 1,444,426 2023 951,000 455,246 1,406,246 2024 1,017,000 393,220 1,410, 220 2025 1,074,000 327,051 1,401,051 2026 1,281,000 254,076 1,535,076 2027 795,000 199,750 994,750 2028 830,000 168,275 998,275 2029 855,000 135,613 990,613 2030 815,000 106,801 921,801 2031 840,000 81,830 921,830 2032 870,000 55,999 925,999 2033 905,000 29,183 934,183 2034 425,000 7,756 432,756 $ 15,027,000 $ 5,628,916 $ 20,655,916 Notes: Total General % of The Bonds(3) Obligation Principal Principal Interest Total DIS Debt Service Retired $ 61,000 $ 11,003 $ 72,003 $ 1,011,718 99,000 14,790 113,790 1,087,579 46,000 13,340 59,340 1,395,387 57,000 12,310 69,310 1,689,275 65,000 11,090 76,090 1,545,264 23.72% 64,000 9,800 73,800 1,518,226 83,000 8,330 91,330 1,497,576 78,000 6,720 84,720 1,494,940 97,000 4,970 101,970 1,503,021 99,000 3,010 102,010 1,637,086 59.46% 101,000 1,010 102,010 1,096,760 - - - 998,275 - - - 990,613 - - - 921,801 - - - 921,830 86.14% - - - 925,999 - - - 934,183 - - - 432,756 100.00% $ 850,000 $ 96,373 $ 946,373 $ 21,602,289 (1) Excludes the Refunded Obligations. (2) The Combination Tax & Revenue Certificates of Obligation, Series 2009 and the unrefunded portion of the Combination Tax & Revenue Refunding Bonds, Series 2009 are step coupon obligations. The initial rate from delivery to 2/15/2018 is 4.28% and thereafter at 15.00%. These obligations are callable on 2/15/2018 at par plus accrued interest. (3) Net Effective Interest Rate calculated at 2.00%. EXHIBIT B DEBT SERVICE COMPARISON SCHEDULE (See attached) FirstSouthwesk A Divlsian of Hilicop 5ecurldes. SAVINGS City of Anna, Texas General Obligation Refunding Bonds, Series 2016 Alliance Bank Sid Callable Anytime @ Par Final Numbers Date Prior Debt Service Refunding Debt Service Savings 09/30/2017 76,273.75 72,002.78 4,270.97 09/30/2018 I57,750.00 113,790.00 43,960.00 09/30/2019 156,375.00 59,340.00 97,035.00 09/30/2020 154,250.00 69,310.00 84,940.00 09/30/2021 151,375.00 76,090.00 75,285,00 09/30/2022 157,000.00 73,800.00 83,200.00 09/30/2023 151,125.00 91,330.00 59,795.00 09/30/2024 158,375.00 84,720.00 73,655.00 09/30/2025 153,375.00 101,970.00 51,405.00 09/30/2026 156,125.00 102,010.00 54,115.00 09/30/2027 155,875.00 102,010.00 53,865.00 1,627,898.75 946,372.78 681,525.97 Savings Summary Savings PV date 12/22/2016 Savings PV rate 2.669200% PV of savings from cash flow 590,065.67 Net PV Savings 590,065.67 Note: Final Nov 17, 2016 5:12 pm Prepared by FirstSouthwest Old) (Finance 7.016 Anna, TX:REF) Page") OFFICE OF THE ATTORNEY GENERAL PUBLIC FINANCE DMSION Additional Transcript Requirements Pursuant to Texas Government Code §1202.008 Please submit excel copy of this form to brblgs@brb.state.tx.us The following information is to be included in the transcript submitted to the Office of the Attorney General to obtain Attorney General approval of the issuance of bonds or other obligations. This information has been designated by the Bond Review Board as that to be collected pursuant to Texas Government Code §1202.008. If space is limited, please provide a specific cross-reference to the page in the Final Official Statement. A. Please provide the following information as well as an additional copy of the Final Official Statement. (Provide the requested information on this worksheet. The Bond Review Board does not receive the full transcript): 1. a. Name of the Governmental Entity: City of Anna, Texas b. Name of Bond Issue: General Obligation Refunding Bond, Series 2016 c. Type of Issuer: Governmental Entity, Component or Related Enti Governmental Entity List Component/Related Entity/Other 2. a. Total Par Amount: $850,000.00 b, New Money Par: $0.00 c. Refundin Par: $850,000.00 d. Dollar Amount of Bond Premium, if any: $0.00 e. Cash Premium (Competitive Sales, usually found in the Initial Purchasers Section), i any: N/A f. Dollar Amount of Bond Original Issue Discount, if any: $0.00 If available, please email the DF2 file to brbl s brb.state.tx.us. N/A 3. Dated Date: 12/1/2016 4. Date Interest Accrues from: 12/22/2016 5. Closing Date (expected delivery date, on or about : 12/22/2016 6. First Interest Payment Date: 8/15/2017 7. Maturity Dates, Maturity Amounts, Coupon Rates, Prices or Yields (If no reoffering yield NRO indicated, please provide yield separately): see attached 8. Call Provisions, including Premiums, if any: Callable at any time at par plus accrued interest 9. Mandatory Sinking Fund Redemption Dates: None 10. Debt -Service Schedule (Principal and Interest, and Annual Totals, with the Fiscal Year identified): see attached 11. Do the bonds have a specific designation as qualified tax-exempt obli rations? Yes 12. Derivative Products (Swaps, Interest Rate Management Agreements, etc.) - List any derivatives associated with Financing: None 13. Pledge: tax ad valorem, other), revenue, sales tax revenue, combination tax & rev: ad valorem taxes 14. Credit Enhancement(including PSF guarantee): None Updated May 2015 15. Ratings: Assigned to the issue/Underlying: Assi n is issue Underl in > Mood 's S&P Fitch Other Not Rated B. Additional Information 116.Type of Sale: (Negotiated, Competitive, Private Placement, Other Private Placement If other please explain 17. Date of Sale: 11/22/2016 18. Net effective interest rate pursuant to Government Code Chapter 1204.005: 2,00% 19. Governmental Purchaser - please name purchaser (i.e. 'Texas Water Development Board): N/A 20, Refunded Obligations - If applicable, include a schedule of obligations refunded by year, principal amount, and coupon. See attached 21. Cash and Present Value Savings/Loss - If a refunding bond issue, please provide final schedule of cash and present value savings or loss. See attached 22. Cash Dcfeasances - List all issues and maturities that have been cash defeased since the last issue of public securities approved by the Attorney General. None 23. If voter approved - Provide bond election date(s), original amount(s) authorized and current amounts of principal and remium charged against inst voted authority. N/A 24. Authorized but Unissued - For issues that require the use of voted bond authorization, list all authorized but unissued voted authority available, if any. N/A 25. Upcoming Called Bond Election: Please provide an attached schedule which shows date of election, purpogoand amount by ploposition, None 26. CABs and CIBs — If not provided in the OS, please provide the per annum bond interest rates by maturity as shown in the bond order document. If provided in the OS, list the a e s : See attached 27. Commercial Paper Authorized - List all commercial paper programs, the amounts authorized and the amounts currently outstanding._None 28. Population - Provide the most current available population data: 11,463 Source: U.S. Census 29. Federal Program - If the debt is being issued under any direct special government program; name the program and the amount of authority being used: N/A 30. If the issuer is an ISD, is any portion of the debt exempt from Texas Education Agency Code 45.0031 50-cent Debt test)? N/A Updated May 2015 31. Costs of Issuance - Provide the information below: (If final costs are materially different, please submit changes directly to the Texas Bond Review Board, 512-463-1741 or fax 512-475-4802 ervice Bond Rating: Firm ne-Time Fee Annual Fees (q Mood 's Standard & Poor's Fitch Other: Other Costs of Issuance: (-) Financial Advisor FirstSouthwest, a Division of Hilltop Secur 15,000.00 Bond Counsel McCall, Parkhurst & Horton L.L.P. 7,500.00 Co Bond Counsel Issuer Counsel Bank Counsel Disclosure Counsel Paying Agent Alliance Bank - Trustee Remarketing Fees 1,i uidi Pees Accountant/CPA Printing POS/OS Posting Attorney General's Fee 850.00 Issuer Fees Escrow Agent Regions Bank 1,000.00 13scrow Verification Fees "Travel , I'CF-Q Fee Bond App4ca6on Fee TWDB Fee Private Placement Fee Frost Bank 3,500.00 Contingency will be deposited in I&S Fund if not used 815.25 Misc. Costs of Issuance: (3) MAC fee 436.00 Total Costs of Issuance: 29,101.25 - Credit Facili Bond Insurance Underwriting Spread: "Takedown Management Fee Underwriter Counsel Spread Expenses Total Underwriting Spread: (a) - Did Underwriter Pay Ratin Fee? Yes or No No Did Underwriter Pay Bond Insurance Fee? Yes or No No Did Underwriter Pay Underwriter Counsel's Fee? Yes or No No (1) Refers to any recurring costs of an issuance including fees for paying agent, remarketing agent, credit provider and other similar services (may be expressed as a formula as appropriate). (2) Include all fees and expenses paid or reimbursed by the issuer. (3) Provide all other costs of issuance and identify the service provider and associated fees. (4) Include all marketing and selling costs including structuring (management) fee, takedown, underwriting risk fee and expenses. Updated May 2015 Alliance Bank Underwriters Person ComliIeting,Form: Name: Rodolfo Segura Jr Firm: McCall, Parkhurst & Horton L.L.P. Telephone: (214) 754-9268 E-mail: rseeuraPmohleeal.com The information presented on this form is used by the Texas Bond Review Board for compiling outstanding debt information and related costs of issuance for governmental issuers in Texas. For more information please see http://www.brb.state.tx.us/lgs/Igs.nspx Updated May 2015 FirstSouthwest A Division of Hilltop Securities. SAVINGS City of Anna, Texas General Obligation Refunding Bonds, Series 2016 Alliance Bank Bid Callable Anytime @ Par Final Numbers Date Prior Debt Service Refunding Debt Service Savings 09/30/2017 76,273.75 72,002.78 4,270.97 09/30/2018 157,750.00 113,790.00 43,960.00 09/30/2019 156,375.00 59,340.00 97,035.00 09/30/2020 154,250.00 69,310.00 84,940,00 09/30/2021 151,375.00 76,090.00 75,285.00 09/30/2022 157,000.00 73,800.00 83,200.00 09/30/2023 151,125.00 91,330.00 59,795.00 09/30/2024 158,375.00 84,720.00 73;655.00 09/30/2025 153,375.00 101,970.00 51,405.00 09/30/2026 156,125.00 102,010.00 54,115.00 09/30/2027 155,875.00 102,010,00 53,965.00 1,627,898.75 946,372.78 681,525.97 Savings Summary Savings PV date 12/22/2016 Savings PV rate 2.669200% PV of savings from cash flow 590,065.67 Net PV Savings Note: Final 590,065.67 Nov 17, 2016 5:12 pm Prepared by FirstSouthwest Old) (Finance 7.016 Anna, TX:REF) Page 3 j�*FirstSvuthwest A Division of Hilltop Securities_ BOND PRICING City of Anna, Texas General Obligation Refunding Bonds, Series 2016 Alliance Bank Bid Callable Anytime @ Par Final Numbers Maturity Bond Component Date Bond Component: Amount Rate Yield Price 08/15/2017 61,000 2.000% 2.000% 100.000 02/15/2018 99,000 2.000% 2.000% 100.000 02/15/2019 46,000 2.000% 2.000% 100.000 02/15/2020 57,000 2.000% 2.000% 100.000 02/15/2021 65,000 2.000% 2.000% 100.000 02/15/2022 64,000 2.000% 2.000% 100,000 02/15/2023 83,000 2.000% 2.000% 100.000 02/15/2024 78,000 2.000% 2.000% 100.000 02/15/2025 97,000 2.000% 2.000% 100.000 02/15/2026 99,000 2.000% 2.000% 100,000 02/15/2027 101,000 2.000% 2.000% 100.000 850,000 Dated Date 12/22/2016 Delivery Date 12/22/2016 First Coupon 08/15/2017 Par Amount 850,000.00 Original Issue Discount Production 850,000.00 100.000000% Underwriter's Discount Purchase Price 850,000.00 100.000000% Accrued Interest Net Proceeds 850,000.00 Note: Final Nov 17, 2016 5:12 pm Prepared by FirstSouthwest Old) (Finance 7.016 Anna, TX:REF) Page 6 FirsESouthweskj�* A Division of Hilltop Securldes. SUMMARY OF BONDS REFUNDED City of Anna, Texas General Obligation Refunding Bonds, Series 2016 Alliance Bank Bid Callable Anytime @ Parr Final Numbers Maturity Bond Date Interest Rate Par Amount Call Date Call Price Combination Tax & Revenue Certificates of Obligation, Series 2007: TERM 02/15/2018 3.950% 30,000.00 02/15/2017 100,000 02/15/2019 3.950% 35,000.00 02/15/2017 I00.000 02/15/2020 3.950% 40,000.00 02/15/2017 100.000 02/15/2021 3.950% 45,000,00 02/15/2017 100.000 02/15/2022 3.950% 55,000.00 02/15/2017 100.000 02/15/2023 3.950% 60,000.00 02/15/2017 100.000 02/15/2024 3.950% 75,000.00 02/15/2017 100.000 02/15/2025 3.950% 85,000.00 02/15/2017 100.000 02/15/2026 3.950% 100,000.00 02/15/2017 100.000 02/15/2027 3.950% 115,000.00 02/15/2017 100.000 640,000.00 General Obligation Refunding Bonds, Series 2007: TERM 02/15/2018 3.950% 10,000.00 02/15/2017 100.000 02/15/2019 3.950% 10,000,00 02/15/2017 100.000 02/15/2020 3.950% 10,000.00 02/15/2017 100.000 02/15/2021 3.950% 10,000.00 02/15/2017 100.000 02/15/2022 3.950% 15,000,00 02/15/2017 100.000 02/15/2023 3.950% 15,000.00 02/15/2017 100.000 02/15/2024 3.950% 20,000.00 02/15/2017 100.000 02/15/2025 3.950% 20,000.00 02/15/2017 100.000 02/15/2026 3.950% 25,000.00 02/15/2017 100.000 02/15/2027 3.950% 30,000.00 02/15/2017 100.000 165,000.00 805,000.00 Note: Final Nov 17, 2016 5:12 pm Prepared by FirstSouthwest Old) (Finance 7.016 Anna, TX:REF) Page 7 FirstSouthwest A Division of Hilltop S4murltles. Period Ending BOND DEBT SERVICE City of Anna, Texas General Obligation Refunding Bonds, Series 2016 Alliance Bank Bid Callable Anytime @ Par Final Numbers Principal Coupon Interest Debt Service Annual Debt Service 08/15/2017 61,000 2.000% 11,002.78 72,002.78 09/30/2017 72,002.78 02/15/2018 99,000 2.000% 7,890.00 106,890.00 08/15/2018 6,900.00 6,900.00 09/30/2018 113,790.00 02/15/2019 46,000 2.000% 6,900.00 52,900.00 08/15/2019 6,440.00 6,440.00 09/30/2019 59,340.00 02/15/2020 57,000 2.000% 6,440.00 63,440.00 O8/15/2020 5,870.00 5,870.00 09/30/2020 69,3 I 0.00 02/15/2021 65,000 2.000% 5,870.00 70,870.00 08/15/2021 5,220.00 5,220.00 09/30/2021 76,090.00 02/15/2022 64,000 2.000% 5,220.00 69,220.00 08/15/2022 4,580.00 4,580.00 09/30/2022 73,800.00 02/15/2023 83,000 2.000% 4,580.00 87,580.00 08/15/2023 3,750,00 3,750.00 09/30/2023 91,330,00 02/15/2024 78,000 2.000% 3,750.00 81,750.00 08/15/2024 2,970,00 2,970.00 09/30/2024 84,720.00 02/15/2025 97,000 2.000% 2,970.00 99,970.00 08/15/2025 2,000.00 2,000.00 09/30/2025 101,970.00 02/15/2026 99,000 2.000% 2,000.00 101,000.00 08/15/2026 1,010.00 1,010.00 09/30/2026 102,010.00 02/15/2027 101,000 2,000% 1,010.00 102,010.00 09/30/2027 102,010.00 850,000 96,372.78 946,372.78 946,372.78 Note: Final Nov 17, 2016 5:12 pm Prepared by FirstSouthwest Old) (Finance 7.016 Anna, TX:REF) Page 8