HomeMy WebLinkAboutCCpkt2012-07-24l
CITY COUNCIL MEETING
SIGN IN SHEET
DATE: Z
Please sign -in as a record of attendance. All persons desiring to address the council are
requested to sign below and fill out an Opinion/Speaker Registration Form. Please hand
the Opinion/Speaker Registration Form to the City Secretary prior to the start of the City
Council Meeting.
1:Q�5:00 p.m.
2:00 p:m.
7:3.O:a —500 p.m.
2:00 — 3:15 p.m
7:00 —10:00 p.m.
Exhibit
Texas Municipal Lea
Gaylord Texan Convention Cent
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e e zen expectations, scrutin, o,. ublic spending, and new prosy cts foreon`omic
a I I r , ent, cities ust master the pace of the new, high -velocity economy' succeed in
I cha.ging future. F _s Jiim Carroll will take a look at some of the ke trends that will
Texas ei �ies in the future a, tal0 Mt how they might turn challenge into pp 1 rtunity.
and Opening
and Schools Together
Management Best Practices
vo-n�current sessions
Small Cities' Innovation Lab
Scenic City Certfficaf Program
Desalination Water Resources
Centennial Gala (separate ticketed event)
T3�satlrsday, Nov►���r � �.�`
8:45 a.m.
0
Gala
TML Risk Pools' Breakfast (separate ticketed event at no charge)
7:30 a.m. — 5:00Delegate Registration
8:00 a.m. — 5:00 p.m. Exhibit Hall Open
9:00 —10:15 a.m. Concurrent Sessions
A Primer for Non -Financial Officials and Managers
eBook Petting Zoo
Elected Officials and City Managers A Vital Partnership
An Update on the Texas Municipal Retirement System
Stronger Development Regulations
10:30-11:45 a.m.
Concurrent Sessions
Parliamentary Procedures
When to Follow tl�e Trends and When to Stick to the Basics
Innovative Solutions for Cities in Addressing Abandoned Properties
Smart Phone Application for Cities
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Oth Annual Conference and Exhibition
1501 Gaylord Trail Grapevine November 13-16, 2012
t a Glance
Noon —1:45 p.m. ,w� Delegate Luncheon and Keynote Speaker (separate ticketed event)
"Nice Bike". ,Making Connections that Move People
Mark Scharenbroich, Scharenbroich & Associates, Inc.
Mark's "Nice Bike" principle, based on a friendly greeting used by motorcyclists, can help build stronger,
more effective teams by encouraging three action steps: acknowledge others (be a great listener), honor
' them (recognize them, and serve them with passion), and connect with them (make a difference in
i people'sliues, and express appreciation). This message will offer tools to help create real change in your life.
b 2:00 — 3:15 p.m. Concurrenn SSessions
Leadership Lessons from the Dog
Fire Department "Best Practices" Designation
Legislative Outlook
Youth: The Fountain of Community Vitality
Concurrent Sessions
Economic Development and Visitor Spending
How Does the Supreme Court Ruling Impact Political Subdivision Health Care Benefits for 20124013?
How Do You Know if Your Code Enforcement Program Is Working?
Municipal Water Management During Drought
Evening Vendor Hospitality Events
F>radap, Novesnbellr i
7:30 a.m. —Noon Delegate Registration
7:30 — 8:45 a.m. Women in Government Breakfast (separate ticketed event)
Leadership Lessons from the Dog
Dr. Mary Kelly, CEO, Productive Leaders, Dallas
Today, more than ever, true leadership is desperately needed. Learn some fun, dog -inspired leadership
lessons that can help improve your productivity and communication and will work for employees, on your
!! boss, with your home life, and of course, with the dog. See how little things you can do TODAY can make a
big difference tomorrow!
8:00 —11:00 a.m. Exhibit Hall Open
9:00 —10:15 a.m. Concurrent Sessions
Legal O&A
Now THAT Was a Really Valuable Community Meeting!
Municipal Communication Mishaps
Expanding Your Leadership Reach
10:30 —11:45 a.m. Closing General Session and Introduction of 2012-2013 TML Officers
2013.9 The Economic Outlook for Decision Makers
Mark G. Dotzour, Ph.D., Chief Economist, Real Estate Center, Texas A&M University, College Station
This session will feature outlooks for the upcoming year —for job growth in the U.S. and Texas, for interest
rates, for the housing market in the U.S. and Texas, and for the impact of Europe on Texas markets. Global,
_ social, and economic trends will be synthesized to provide information that will help you make good
investment and business decisions in 2013.
Upon Adjournment Resolutions Question -and -Answer Session and TML Business Meeting
d all the def
,GATE
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TML Member
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Texas Municipal
Gaylord Texan Convention Cent
includes access; o educational sessions, the Exhibit Hall Grand Opening, the exhibit hall, and
0o a `o refreshment breaks. Ticketseal functions and the Centenn a G�
i i � � `. �,��il�fo�fL f�1i�,�dll� Shy,10 0 1YiY o ud�l Ift�� i�o �tiQiO�l lY�la • o , _ _' o". /„ a � .
$275 (.save $50!)
$150 $150
$175 $175
$300 $300
$3256. $325
SPOUSE/GUEST REGISTRATION'The spousguest is $4'O�A�"1
offic al or employee cannot register as a s ouse/guest. The fe
includes admission to educational sessionshe Exhibit Hall Grand
Opening, the exhibit hall, and a conference bag. A Guest Hospitality
Center will be available on Wednesday and Thursday.
CANCELLATION POLICY If you are registered and cannot attend, we
encourage you to send a substitute. If you cannot send a substitute, a'�'
$45 cancellation fee will be assessed if written cancellation is e-mailed to
acct@tml.org by October 8. No refunds will be honored after October 8.
EXHIBIT HALL More than 300 vendors will be available at the 2012
Annual Conference and Exhibition to showcase solutions and goods
specific to your daily tasks as a city official. Beginning at noon on
Wednesday, November 14, you'll find aisle after aisle of products,
services, and equipment designed to ease the challenges of operating
your city or town. Allow plenty of time to explore this one -stop shop
that is the most comprehensive exhibition of products and services
for the municipal marketplace.
CONFERENCE BREAKFASTS AND LUNCHEON
We encourage you to purchase tickets for the following meal
functions before October 8:
Thursday, November 15
TML RISK POOLS' BREAKFAST (ticketed event, NO CHARGE)
DELEGATE LUNCHEON (ticketed event, $35)
Friday, November 16
WOMEN IN GOVERNMENT BREAKFAST (ticketed event, $25)
CENTENNIAL GALA Plan now to attend a very special event to
commemorate the League's 100 years of municipal excellence! The Gala
will include hors d'oeuvres, special entertainment, live music, and a cash
bar. Tickets are available to those registered for the conference for $40
each; guests not registered for the conference may buy a ticket for $80.
We encourage you to visit www.tmiconference.org and purchase your
ticket by October 8.
you
HANDOUTS FOR CONCURRENT SESSIONS Concurrent session handouts
received by TML will be posted to the conference Web site at
www.tmlconference.org.
SHUTTLE TRANSPORTATION Beginning at 7:00 a.m. on Wednesday,
November 14, continuous shuttle transportation will be provided from the
Great Wolf Lodge to the Gaylord Texan Convention Center. Please ask the
hotel concierge for loading and unloading locations. Service will begin 30
minutes before registration opens and end 30 minutes after the last session
is scheduled to conclude each day. Shuttle transportation will also be
available for the Centennial Gala Celebration on Wednesday evening.
PARKING
Current parking rates at the Gaylord Texan are:
Self -parking during the day
Self -parking overnight
Valet parking during the day
Valet parking overnight
$17 (plus tax
with in -and -out
) per day
( no privileges)
$17 (plus tax) per day
$20 (plus tax) per day
(with no in -and -out privileges)
$24 (plus tax) per day
Guests with a handicapped placard or license plate may use valet
parking for the self -parking price. For more information, please visit
www.gaylordhotels.com/gaylord texan and click on rections and
Transportation."
QUESTIONS? Be sure to visit the conference Web site,
www.tmlconference.org, for a wealth of valuable information. You may also
send an a -mail to tmlac@tml.org or call 512 231 7400.
Annual Conference and Exllibftson
501 Gaylord Trail • Grapevine • November 13-16, 2012
neag�
el�gice nousinInformatson Delegate Housing Opens July 31, 2012, at 10:00 a.m. CDT.
Hotel Reservations:
Delegates are encouraged to reserve guest rooms online. Online
reservations will receive immediate confirmations. Reservations
made by fax or mail will take longer to process, and reservations by
telephone are not accepted.
When your rooms are secured, a confirmation will be e-mailed or
faxed to the contact person shown on your reservation form.
Reservations will NOT be guaranteed until deposits are received.
Credit card information or a check for $200 is required for each
reservation. Checks payable to GHCVB Housing and your housing
reservation form must be mailed to the address on the right. Forms
received by fax or mail before July 31 will be entered in the order they
were received when TML Annual Conference delegate housing
officially opens on July 31 at 10:00 a.m. CDT.
How to Reserve Roams Online at Your Preferred Hotel:
•
Do NOT use a boo page from past conferences. You
may be sent to a page that is no longer current.
• To receive conference rates, visit www.tmlconference.org; click
on housing, and follow instructions to reserve guest rooms at
your preferred hotel. Each guest room reservation must be
guaranteed with a deposit equal to one -night's stay before the
reservation will be processed.
• Guest room reservations are available on a first -come,
first -served basis.
• Acknowledgments will be sent after each reservation is
confirmed and each time a reservation is modified thereafter.
• Always review your confirmation for accuracy and keep
copies for your records.
• To ensure receipt of your confirmation via e-mail, please add
acknowledgement@pkghlrss.com to your e-mail address
book.
How to Reserve Rooms by Fax or Mail:
Please download a Delegate Hotel Reservation Form at
www.tmlconference.org or call 512-231-7400 for assistance.
Please fax your completed form to 713-437-5552 OR mail it to:
TMUAC Housing Bureau, 4 Houston Center, 1331 Lamar, Suite 7003
Houston, Texas 77010
Room Rates/taxes/Reservation Deadline:
To take advantage of the special TML conference rates, you must make your
reservation by October 8, 2012, After this date, TML conference room blocks
will be released, and hotels may charge higher rates. All rates are per room and
are subject to a 12-percent occupancy tax and a resort fee. Special requests
cannot be guaranteed; however, hotels will do their best to honor all special
requests. Hotels will assign specific room types, based on availability, at
check -in.
cellations of Existing Reservations:
Can
• All cancellations must be received by the TML/AC Housing Bureau prior to
October 8, 2012, to receive a refund of your hotel deposit.
• Cancellations received after October 8, 2012, will be charged an
additional $75 fee by the housing bureau. This fee will be charged within
seven days of the cancellation.
Changes to Existing Reservations:
• Detailed instructions on how to modify an existing reservation will be sent
with your confirmation.
• If you do not receive verification of changes you make to your
reservation, please contact the TML/AC Housing Bureau by e-mail at
housing@ghcvb.org.
General Housing Questions:
Contact Rose Moreno at the TML/AC Housing Bureau (housing@ghcvb.org) or
Cheryl Ribich at the Texas Municipal League (512-231-7441 or cheryl@tmLorg).
2012 TML ANNUAL CONFERENCE DELEGATE HOTELS
Rates include a rebate to offset conference -related expenses.
Standard Room Rate Distance to Shuttle to Check -in (Cl) Estimated Daily
(rate does not include 12% occupancy tax; some rates vary, depending Convention Covention Check-out (CO) Parking Fees
on room type) Center Center Provided (sales tax will
be added)
Iaylortl Texan Resort $199 single/double plus $10 per night resort fee n/a No 3:00 p.m. (CI) $17 Self Daily and/or
ntl Conference Center (see www.tmlconference.org/housing.html for details) 11:00a.m. (Co) Overnight
501 Gaylord Trail $2o Valet Daily
$24 Valet Overnight
Ireat Wolf Lodge $169 single/double plus $9.99 per night resort fee 1.32 miles Yes 1:0 p.m.. (CO)Complimentary
1
00 Great Wolf Drive (see www.tmlconference.org/housing.html for details) 1:00 a.m. ( Self Parking
$19 Valet
I
E
Texas Municipal
Gaylord Texan Convention Cent
i
V
1965—it was a different tmewit was a different era. Folks brushed up on their dance steps. Tuxedos were dusted off; sequins and
rhinestones were the attire of choice. Freddy Martin and his Cocoanut Grove Orchestra provided the musical entertainment.
Join other conference attendees at a very special event to commemorate the League's
100 years of municipal excellence! The Gala will include hors d'oeuvres, live music, special
entertainment, and a cash bar. Tickets are available to those registered for the conference
for $40 each; guests not registered for the conference may buy a ticket for $80.
We encourage you to visit www.tmiconference.org and purchase your ticket by October 8.
Oth Annual Conference and Exhibition
501 Gaylord Trail Grapevine • Novemberraft 13-16, 2012
4 a(
mom
IC Y�o Pr T�ML Cennial Shirt
0- November ll&16, 2012, city officials, ro .all across the state will
cons n Gra !eVine at the Gaylord Texan Convention Center for the
Texas N ia1 icipal'League Annual Conference and Exhibition. This will be
the 100th time city officials haugathered for the League's annual
conferenc"-Arksthe. It alsoginning of TML's 100th year Elf
u`t ouin a
This milestone Is definitely worth bragging about, so we want to p y
golf shirt to do just that.
We know you have discriminating taste, so you will be able to choose from
several fabrics, styles, and colors.
Design your commemorative shirt today by going to httl.promoshop.com,
and begin celebrating 100 years of municipal excellence and 100
years of the organization that is here to support you.
Pre-OYderYouY Copy of the Texas
1Vlunicipal League Centexmial Boob
On November 4, 1913, representatives from 14 visionary cities met in Austin
to form the organization that would later be named the Texas Municipal League.
From that founding 14, the League's membership has grown to more than 1,120
members strong.
One -hundred years in the making, the Texas Municipal League Centennial
Book will celebrate a century of municipal excellence and will feature all the
things that make TML the great organization it is today —you, our members.
Pre -order your book for only $35 on the conference registration form at
www,tmlconference.org or separately at www.tmlcentennialbook.org.
Please note that each member city will receive one complimentary book.
Books will be mailed in December.
LEASE AGREEMENT
THIS LEASE AGREEMENT (this "Lease") is entered into by and between
ANNA ECONOMIC DEVELOPMENT CORPORATION, a Type A corporation created
pursuant to the Texas Development Corporation Act of 1979, as amended and
codified ("Landlord") and Image Vision Labs, Inc., a Delaware corporation
("Tenant"). For valuable consideration the parties agree and act as follows:
1. Definitions. The following terms have the meanings set forth below:
(a) Effective Date. The effective date of this Lease is
(b) Landlord. The Anna Economic Development Corporation.
(b) Leased Premises. Aone-story building of approximately 2,784 total
square feet and exclusive use of the parking lot located on real property at 312 N.
Powell Parkway, Anna, Texas 75409 (collectively, the "Leased Premises") located in
the City of Anna, Collin County, Texas, described in the legal description and survey
attached hereto as Exhibit A and in the building floor plan and sketches attached
hereto as Exhibit A-1, together with exclusive use of (i) any and all common
improvements of the building and on the Premises now or hereafter situated on the
Leased Premises, including but not limited to any infrastructure, structures,
buildings or other alterations to the Premises (collectively, the "Improvements"),
(ii) any and all appurtenances, easements and privileges pertaining to the
Premises, the Improvements and/or the items listed in clauses (i) and (ii) above.
(c) Lease Year. Each 12-,month period commencing on the first day of the
first full month of the Term of this Lease following the Effective Date, or
anniversary of such date, if this Lease is renewed under paragraph 2(c) below.
(d) Permitees. All partners, officers, directors, employees, agents,
contractors, customers, visitors and invitees of Tenant at the Leased Premises.
(e) Permitted Exceptions. The conditions, restrictions, easements and
encumbrancesI if any, affecting title to the Leased Premises set forth in the title
policy attached hereto as Exhibit B.
(f) City Council. The City Council of the City of Anna, Texas.
2. Demise, Term.
(a) Demise and Grant of Leased Premises. Landlord hereby leases to
Tenant and Tenant accepts from Landlord under the terms, provisions and
conditions of this Lease the Leased Premises commencing on the Effective Date
hereof and continuing until the expiration or earlier termination of the Term as
hereinafter provided.
LEASE AGREEMENT PAGE 1 OF 13
(b) Term. The primary term ( Primary Term") of this Lease shall
commence as of the Effective Date hereof, and shall expire on the last day of the
twelfth full month following the Effective Date, subject to earlier termination as
provided elsewhere in this Lease and to the Renewal Option described in paragraph
2(g) below. The Primary Term and any Renewal Term or extension thereof pursuant
to paragraph 2(c) or 2(g) below is referred to in this Agreement as the "Term".
(c) Renewal. This Lease shall automatically renew for 12-month periods
beginning immediately after the end of each successive Lease Year —subject to
earlier termination that may occur under the terms of this Lease —unless, subject to
Tenant's Renewal Option in Section 2(g) below, either Landlord or Tenant delivers
written notice, one to the other, at least 90 days in advance of the end of the
current Lease Year, of the intent that this Lease be terminated, in which case this
Lease shall terminate at the end of said Lease Year.
(d) Ouiet Enjoyment. Upon Tenant's payment of all Rent and utilities
hereunder as same becomes due and observance and performance of all of the
covenants, terms and conditions to be observed and performed by Tenant pursuant
to this Lease, Tenant shall have throughout the Term, peaceful, quiet and
undisturbed use and possession of the Leased Premises and all rights and privileges
appertaining thereto, subject to the terms, conditions and provisions of this Lease.
(e) Landlord's Title Subordination. Landlord covenants, represents and
warrants to Tenant as follows:
(i) Title. Landlord hereby represents and warrants that it owns good
and indefeasible fee simple title in and to the Leased Premises, subject only to the
Permitted Exceptions, and has full right and authority to make this Lease. This
Lease shall not be recorded.
(2) No Actions. There are no actions, suits or proceedings pending or
to the best of Landlord's knowledge, threatened against Landlord and affecting any
portion of the Leased Premises, at law or in equity, or before any federal, state,
municipal or other governmental court, department, commission, board, bureau,
agency or instrumentality, domestic or foreign.
(3) Authority. The execution and consummation of this Lease by
Landlord has been duly authorized and does not result in a breach of any of the
terms or provisions of, or constitute a default under, any indenture, agreement,
instrument or obligation to which Landlord is a party or by which the Leased
Premises or any portion thereof is bound. However, notwithstanding the foregoing
or any term or provision of this Lease, and all rights and obligations of Landlord and
Tenant hereunder are subject to and shall not be effective unless and until there
has been formal approval by the City Council of this Lease at a duly noticed public
meeting.
LEASE AGREEMENT PAGE 2 OF 13
(f) Condition of Leased Premises. TENANT ACKNOWLEDGES THAT TENANT
HAS INSPECTED THE LEASED PREMISES AND ACCEPTS THE LEASED PREMISES AS
STATED IN THE CERTIFICATION ATTACHED HERETO AS EXHIBIT C AND DELIVERED
BY TENANT TO LANDLORD. FURTHER, IF AT ANY TIME THIS LEASE SHALL BE
FOUND OR DECLARED NULL, VOID, ILLEGAL OR OTHERWISE INVALID FOR ANY
REASON BY A COMPETENT COURT OR TRIBUNAL WITH PROPER JURISDICTION,
TENANT EXPRESSLY COVENANTS AND WARRANTS THAT IT SHALL CEASE ALL
OPERATIONS AND VACATE AND SURRENDER THE LEASED PREMISES FORTHWITH
IN ACCORDANCE WITH THE SURRENDER REQUIREMENTS UNDER PARAGRAPH
10 e AND OTHER APPLICABLE PROVISIONS OF THIS LEASE AND AGREES THAT
LANDLORD SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT,
CONSEQUENTIAL, OR OTHER DAMAGES CAUSED BY ANY SUCH FINDING OR
DECLARATION OF NULLITY, VOIDNESS, ILLEGALITY OR INVALIDITY.
(g) Tenant's Renewal Option. Tenant shall have the option (the "Renewal
Option") to extend the Primary Term of this Lease upon the same terms, covenants
and conditions as those contained in this Lease, for one (1) additional period of
twelve (12) months (the "First Renewal Term"), which First Renewal Term shall
commence on the date immediately succeeding the expiration of the Term of this
Lease, provided that as of the expiration of the Term this Lease shall not have been
previously terminated, and no Event of Default shall have been committed by
Tenant and remain uncured after notice and the applicable cure period. Such
Renewal Option may be exercised with respect to the entire Premises only and shall
be exercisable by Tenant delivering the Renewal Notice to Landlord at least thirty
(30) days prior to the expiration of the Term. The Tenant may exercise the First
Renewal Option under this paragraph 2(g) only once to extend the Primary Term
for twelve months. Any subsequent renewals shall be pursuant to paragraph 2(c)
and not subject to this paragraph 2(g).
3. Rent and Taxes. Tenant shall pay Landlord the following amounts:
(a) Rent. Tenant shall pay $2,500
Leased
"R"for the
(b) Taxes. Landlord and Tenant acknowledge and agree that to the extent
this Lease results in the Leased Premises being subject to ad valorem taxes
("Taxes"'), Tenant shall be liable to pay for any such Taxes as they become due and
upon receipt of any tax statement or invoice for same, subject to the following. If
during the Term of this Agreement, Taxes shall become due and owing concerning
the Leased Premises, Tenant shall thereafter pay directly to the applicable taxing
entity, if permitted by such taxing entity, or, in the alternative, to Landlord, the
Taxes assessed against the Leased Premises for any prior, current or subsequent
Lease Year during any Term of the Lease. In such event, any such Taxes shall be
paid prior to the delinquency date for such Taxes, but in no event earlier than ten
Jays after written notice of the Tax due is delivered to Tenant, along with copies of
LEASE AGREEMENT PAGE 3 OF 13
statements of assessed value and tax statements applicable to each Lease Year to
which such taxes apply. Tenant shall have the first and prior right to contest the
amount or validity of the taxes pertaining to the Leased Premises by appropriate
administrative and legal proceedings brought either in its own name, Landlord's
name, or jointly, as Tenant deems appropriate. Landlord shall reasonably cooperate
with Tenant in its efforts to minimize the taxes to the lowest possible level but
Landlord shall not be required to incur any cost or expense in connection therewith.
Landlord shall from time -to -time execute and deliver to Tenant whatever
documents may be reasonably required by governmental authorities to evidence
Tenant's authority to contest taxes attributable to the Leased Premises. Landlord
will send Tenant copies of any assessed values and statements received by
Landlord promptly upon receipt and Tenant shall have the right, at its own expense,
in good faith, to contest any such values, Taxes or payments in lieu of taxes and
permit the items so contested to remain unpaid during the period of contest and
any appeal therefrom, provided that prior to the date the taxes would become
delinquent, Tenant provides a bond or other security required by applicable law and
otherwise reasonably satisfactory to Landlord in the full amount of the unpaid
taxes, together with any penalties, interest or fees attributable thereto that are due
or are reasonably anticipated to accrue between the date thereof and the date of
final payment of the taxes. Tenant shall be solely responsible for any taxes due and
owing with respect to Tenant's personal property. Landlord shall be responsible for
payment of any and all taxes attributable to any income of Landlord related to the
Leased Premises.
4. Improvements, Signs, Additions and Repairs.
(a) Delivery of Leased Premises. Landlord shall deliver exclusive
possession of the Leased Premises to Tenant upon the Effective Date, with
renovations completed, suitable for commercial office use, empty, broom clean, and
with working HVAC, subject only to the provisions and terms of this Lease and the
Permitted Exceptions.
(b) Alterations and Improvements. With the exception of signs erected in
conformance with applicable laws and ordinances, and construction of
Improvements as approved in writing by Landlord, approval not to be unreasonably
withheld, and, if required under City ordinance(s), set forth on one or more site
plans submitted to and formally approved by the City Council during a duly posted
meeting, and constructed in accordance with construction plans submitted to and
approved in writing by the City or City staff, Tenant may not at any time construct,
alter, change, and/or demolish any signs or Improvements now or hereafter
situated on the Leased Premises. If any such construction by Tenant is at any time
approved:
(1) All such work shall be performed in a good and workmanlike
manner, in accordance with accepted standards of engineering and architecture, if
applicable, and in accordance with local, state and federal law, including but not
limited to the Americans with Disabilities Act,
LEASE AGREEMENT PAGE 4 OF 13
(2) Such construction, alteration, additions, changes or
demolishment shall be in compliance with all applicable building codes, zoning,
rules, regulations and ordinances affecting construction of such alterations,
additions, and changes and shall be commenced only after Tenant has been duly
granted all applicable permits for same, and
(3) At Landlord's election, Landlord may serve as the general
contractor for the construction of the Tenant Improvements. In such event,
Landlord and Tenant shall enter into a construction contract on terms and
conditions mutually acceptable to each of them pursuant to which Landlord agrees
to construct the Tenant Improvements, Tenant agrees to pay all third -party costs
approved by Tenant with respect to such construction with no additional costs to be
charged to Landlord and with reasonable fees being payable by Tenant to Landlord
for its services as general contractor, and Tenant agrees to indemnify, defend
(using counsel acceptable to Landlord in its reasonable discretion), and hold
harmless Landlord from and against any liability, damages and third -party costs it
may incur as a result of its so acting as the general contractor for the Tenant
Improvements.
(c) No Mechanic's Liens. Tenant shall not permit any mechanic's or
materialman's liens to be filed against Landlord's interest in the Leased Premises
arising out of the Tenant Improvements (unless the same are fully bonded so as to
cause same to be removed in accordance with applicable law), and Tenant shall
indemnify, defend (using counsel acceptable to Landlord in its reasonable
discretion), and hold harmless Landlord from and against any costs, liability or
expense, including attorneys fees, attributable to any such liens. Tenant's
obligations under this paragraph 4(c) shall expressly survive the expiration or
earlier termination of this Lease.
(d) Environmental. Tenant will conduct its business in a lawful manner and
will not make or permit any unlawful use of the Leased Premises. Tenant will, at its
own expense, promptly comply with all laws, regulations, and ordinances affecting
the Leased Premises and the cleanliness, safety, occupancy, and use thereof.
TENANT SHALL INDEMNIFY, DEFEND (USING COUNSEL ACCEPTABLE TO LANDLORD
IN ITS REASONABLE DISCRETION) AND HOLD HARMLESS LANDLORD FROM AND
AGAINST ANY COST, LIABILITY OR EXPENSE ARISING OUT OF OR ATTRIBUTABLE
TO ANY CLAIMS, DEMANDS, CAUSES OF ACTION, FINES, PENALTIES, LIABILITY OR
EXPENSES (INCLUDING ATTORNEY FEES AND COURT COSTS) ARISING OUT OF OR
RELATED TO THE EXISTENCE, REMOVAL OR DISPOSAL OF ANY TOXIC OR
HAZARDOUS SUBSTANCES OR MATERIALS WITHIN OR UPON THE LEASED
PREMISES CAUSED BY TENANT, ITS EMPLOYEES, AGENTS OR REPRESENTATIVES
DURING THE TERM OF THIS LEASE FOLLOWING THE EFFECTIVE DATE. FOR
PURPOSES HEREOF, THE PHRASE "TOXIC OR HAZARDOUS SUBSTANCES OR
MATERIALS" SHALL INCLUDE ITEMS COVERED BY THE COMPREHENSIVE
ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 19801F 42
U.S.C. §§9601-75(1986)1 AS AMENDED BY THE SUPERFUND AMENDMENT AND
LEASE AGREEMENT PAGE 5 OF 13
REAUTHORIZATION ACT, PUB. L. NO. 99-499, 100 STAT. 1613 (1986) (" Lot RCLA
THE TOXIC SUBSTANCES CONTROL ACT, 15 U.S.C. §2601 ET SEQ., THE CLEAN
WATER ACT, 33 U.S.C. §1251 ET SEQ., THE SAFE DRINKING WATER ACT, 42
U.S.C. §§300(f)-300(j), AND OTHER FEDERAL, STATE AND LOCAL LAWS NOW OR
HEREAFTER IN EFFECT GOVERNING THE EXISTENCE, REMOVAL OR DISPOSAL OF
TOXIC OR HAZARDOUS SUBSTANCES OR MATERIALS. Tenant's obligations under
this paragraph 4(d) shall expressly survive the expiration or earlier termination of
this Lease.
(e) Repairs. Landlord shall, at its sole cost and expense, perform all repairs
and preventative maintenance necessary to maintain the Leased Premises in good
condition and repair, including but not limited to the HVAC system, roof, structural
portions, foundation, exterior portions, windows, interior and exterior walls and
moldings, floors, doors, carpeting, attached light fixtures, plumbing, electrical
wiring, switches and circuitry, exterior grounds and parking areas, all to be repaired
and maintained in a condition suitable for commercial office use, and keep the
Leased Premises in compliance with applicable law throughout the Term. Tenant is
otherwise responsible for maintaining the interior of the Leased Premises in good
condition, reasonable wear and tear excepted. The foregoing shall not in any way
impair or limit Tenant's right to make alterations or additions to the Leased
Premises as set forth in paragraph 4(b) above. Landlord may charge Tenant for
reasonable third party charges for repair of damage to the Leased Premises, other
than ordinary wear and tear, caused by Tenant's negligence, willful misconduct or
breach of this Lease Agreement.
(f) Tenant's Fixtures. Tenant may install in or upon the Leased Premises
such trade fixtures and equipment as Tenant deems desirable, provided that Tenant
does so in accordance with a written plan demonstrating the size and configuration
of such fixtures and equipment upon the Leased Premises, with said written plan
having been approved in advance by Landlord in writing, said approval not to be
unreasonably withheld. All of said items shall remain Tenant's property whether or
not affixed or attached to the Leased Premises. Tenant may remove such items
from the Leased Premises at any time during the Term.
(g) Platting, Site Plans, Approvals. Landlord and Tenant acknowledge that
it may be necessary, from time -to -time, for Landlord or Tenant to seek
governmental approvals with respect to platting, zoning, site plans, permitting
and/or obtaining other permits in connection with its use and occupancy of the
Leased Premises for the uses permitted hereby (collectively, "Approvals"). Landlord
agrees to reasonably cooperate with Tenant with respect to its obtaining the
Approvals and to execute such documents as may be required of the owner of fee
title to the Leased Premises in order for Tenant to obtain the Approvals, provided
that Landlord shall not incur any costs or liabilities in connection therewith, and
Landlord does not guarantee or make any representations with regard to Tenant's
ability to actually obtain the Approvals. Tenant expressly understands and agrees
that approval by the City Council of this Lease does not constitute the City Council's
LEASE AGREEMENT PAGE 6 OF 13
granting of an Approval and does not bind the City Council to grant or approve any
other Approvals.
5. Utilities. Landlord shall at its own expense arrange with the appropriate
utility suppliers for services to the Leased Premises, pay all connection, meter and
service charges required to connect utilities to the Leased Premises, and pay such
utility suppliers directly for such services; and Tenant shall accept Landlord's
reasonable and customary arrangement for the provision of utilities to the Leased
Premises suitable for commercial office use and be responsible for utilities billed to
the building address at actual cost, and for any reasonable and customary deposits
required by utilities providers to secure utilities to the Leased Premises.
6. Use, Transfers, or Assignments.
(a) Tenant's Use. Except as prohibited or restricted by the Permitted
Exceptions, Tenant may use the Leased Premises for any lawful purpose, including
commercial office use, provided that such purpose is otherwise in conformity with
all applicable site plans, zoning, and Approvals, and other restrictions set forth in
this Lease and which may otherwise apply to the Leased Premises. Landlord
represents that the Leased Premises are zoned and otherwise appropriate for
commercial office use.
(b) Assignment, Subletting. Tenant shall not assign all or any part of this
Lease or sublet all or any part of the Leased Premises without Landlord's written
consent, which shall not be unreasonably withheld. In the case of any assignment
or sublease permitted by Landlord, Tenant shall not be released from liability.
7.Indemnification Insurance.
(a) Indemnification. IN ADDITION TO ANY OTHER PROVISIONS OF THIS
LEASE, TENANT SHALL INDEMNIFY, HOLD HARMLESS, AND, AT LANDLORD'S
OPTION, DEFEND (USING COUNSEL ACCEPTABLE TO LANDLORD IN ITS
REASONABLE DISCRETION) LANDLORD AND ITS OFFICERS, DIRECTORS, AGENTS
AND EMPLOYEES (COLLECTIVELY, THE "INDEMNIFIED PARTIES") FROM AND
AGAINST ANY AND ALL LIABILITY, LIENS, CLAIMS, DEMANDS, DAMAGES,
EXPENSES, FEES, COSTS, REASONABLE ATTORNEY FEES AND LITIGATION COSTS,
FINES, PENALTIES, SUITS, PROCEEDINGS, ACTIONS AND CAUSES OF ACTION OF
ANY AND EVERY KIND AND NATURE ARISING OUT OF TENANT'S USE, OCCUPANCY,
CONSTRUCTION, MANAGEMENT OR CONTROL OF THE LEASED PREMISES,
IMPROVEMENTS OR TENANT'S OPERATIONS, CONDUCT OR ACTIVITIES, UNLESS
AND TO THE EXTENT THE SAME IS DUE TO THE GROSS NEGLIGENCE OR
INTENTIONAL ACTS OR OMISSIONS OF LANDLORD, ITS AGENTS, EMPLOYEES OR
CONTRACTORS. TENANT'S OBLIGATIONS UNDER THIS PARAGRAPH 7(a) SHALL
SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THE LEASE TERM, THE
FOREGOING INDEMNIFICATIONS ARE EXPRESSLY INTENDED AND SHALL
OPERATE TO PROTECT AND INURE TO THE BENEFIT OF THE INDEMNIFIED
PARTIES EVEN IF SOME OR ALL OF LIABILITIES ARE ALLEGED OR PROVEN
LEASE AGREEMENT PAGE 7 OF 13
TO HAVE BEEN CAUSED BY THE NEGLIGENCE OR STRICT LIABILITY OF ANY
ONE OR MORE OF THE INDEMNIFIED PARTIES.
(b) Tenant's Insurance. Tenant shall, at its expense, obtain comprehensive
general liability insurance against all claims on account of bodily injury, personal
injury or property damage, for which Tenant may, as a result of its business
operations or other use of the Leased Premises, become liable, with limits of not
less than (1) $1,000,000.00 for bodily injury to or death of any one person,
(2) $2,000,000.00 for any one occurrence for bodily injury to or death of one or
more persons arising out of any one occurrence, and (3) $1,000,000.00 per
occurrence with respect to any property damage; with a $5,000,000.00 umbrella
policy in addition to the foregoing policies. All polices of insurance to be maintained
by Tenant hereunder may be maintained by way of "blanket policies" insuring the
Leased Premises and other premises and/or property owned or operated by Tenant
or its Affiliates, and shall be subject to such self -insured retention as may be
included in Tenant's policies, all in accordance with Texas law.
(c) Workers Compensation. Tenant shall maintain workers compensation or
similar insurance affording not less than Texas statutory coverage minimums and
providing not less than statutory limits or benefits for all employees of Tenant
employed at the Leased Premises.
(d) Scope. Each insurance or risk policy to be provided by Tenant
hereunder shall name Landlord or its designee as additional insured and shall also
contain a provision whereby the insurer agrees that such policy shall not be
cancelled except after 30 days' written notice to Landlord or its designee. The
insurance policies or duly executed certificates thereof, together with satisfactory
evidence that the premium has been paid, shall be provided to Landlord on or
before the Effective Date of this Lease, and, thereafter, evidence of continuing
insurance and premium payment shall be delivered to Landlord not less than
30 days prior to the expiration of each policy required to be in force hereunder. If
Tenant fails to maintain the required insurance or to deliver evidence of same,
Landlord may, but shall not be obligated to, obtain such insurance and be
reimbursed by Tenant upon demand.
(e) Waiver of Subro_ aq tion. Landlord shall not be liable by way of
subrogation or otherwise to Tenant or to any insurance company insuring Tenant
for any loss or damage to any of the property of the Landlord or Tenant covered by
insurance even though such loss or damage might have been occasioned by the
negligence of: (1) Landlord or its officers, directors, employees, agents,
contractors, customers, or visitors and invitees of Landlord at the Leased Premises;
or (2) Tenant or its Permittees. This waiver shall be in effect only so long as the
applicable insurance policies shall contain a clause or endorsement to the effect
that the waiver shall not affect the right of the insured to recover under such
policies. Tenant shall use its best efforts, including payment of any additional
premium, to have its insurance policies contain the standard waiver of subrogation
clause. In the event Tenant's insurance carrier declines to include in such carrier's
LEASE AGREEMENT PAGE 8 OF 13
policies a standard waiver of subrogation clause, Tenant shall promptly notify
Landlord.
8. CMOLUUcLIVIly Condemnation.
(a) Destruction.
(1) Cancellation. Subject to subsection (a), below, if any portion of
the Improvements situated on the Leased Premises shall be damaged or destroyed
to the extent that Tenant can no longer peaceably enjoy the Leased Premises after
Landlord has had at least 30 days after written notice from Tenant to cure any such
damage or destruction , then this Lease shall terminate at Tenant's sole option and
discretion indicated by written notice from Tenant within 30 days following such
damage or destruction.
(2) Restoration. In the event of damage or destruction not caused by
Tenant's or Landlord's intentional misconduct or breach of this Agreement, and in
the event Tenant has elected not to terminate the lease, Landlord shall, at its sole
discretion: (1) remove any debris and cause the Leased Premises to be repaired or
restored as Tenant may deem necessary or desirable, but in any event the Leased
Premises shall be repaired or restored by Landlord to a safe and sightly condition in
compliance with all applicable laws; or (2) terminate this Lease as indicated by
written notice from Landlord within 30 days following such damage or destruction.
(3) Insurance Proceeds. Subject to any contrary provision of Section
7 above, all of Tenant's insurance proceeds, if any, payable with respect to damage
or destruction of the improvements situated on the Leased Premises shall be
retained by and be the property of Tenant.
(b) Condemnation.
(1) Taking of Parking or Access. In the event of a taking by the
power of eminent domain or conveyance in lieu thereof ("Taking") of the whole or
any part of the Leased Premises, this Lease shall terminate. at Tenant's sole option
and discretion indicated by written notice from Tenant within 30 days' following
such Taking. If Tenant continues under this Lease, the rental amount shall not be
adjusted therefore, except by mutual agreement of the parties. However, neither
this provision nor any other provision in this Lease shall be interpreted to restrict in
any manner the Landlord's right to grant, convey, or dedicate easements on any
part of the Leased Premises to any person or entity allowing any type of use so long
as such use does not degrade Tenant's ability to operate its business.
(2) Awards. All compensation awarded for any Taking of the Leased
Premises (other than a Taking initiated or consummated by the City of Anna,
Texas), including any interest of Landlord or Tenant therein, shall be the property
of Landlord, and Tenant hereby assigns to Landlord all of Tenant's rights, title and
interest in and to any and all such compensation.
LEASE AGREEMENT PAGE 9 OF 13
9. Default.
(Cl) Events of Default. The following are events of default ("Events of
Defa u It") .
(1) Obligations. Either party ("Defaulting Party") fails to perform any
obligation, covenant or condition or to comply with any provisions of the Lease and
such failure continues for 30 days after written notice from the other party ("Non -
Defaulting Party"), unless said default requires more than 30 days to cure and the
Defaulting Party commences a cure within 30 days after written notice and
thereafter maintains a diligent effort to complete the cure.
(2) Bankruptcy. Either party files in any court pursuant to any statute
a petition in bankruptcy or insolvency or for reorganization or arrangement or
makes an assignment for the benefit of creditors or any such petition is filed
against a party and a receiver or trustee of all or any portion of that party's
property is appointed and such proceeding is not dismissed or the trusteeship
discontinued within 90 days after such appointment.
(b) Remedies. Upon the occurrence of an Event of Default by either party,
the Non -Defaulting Party shall have the right to terminate this Lease due to the
other's default and has the additional right to pursue a cause of action at law or in
equity. In the event of early termination as a remedy to default, Tenant shall be
liable to Landlord for a prorated portion of the rent and any utility amounts that
would normally be due up and until the date that Tenant surrenders the Leased
Premises in accordance with this Lease, subject to offset for any damages at law or
in equity.
10. General Provisions.
(a) Notice. "Notice" shall mean any notice, notification, consent, approval,
request, designation, submission, speccation, election or other communication
required or permitted under this Lease. All Notices shall be in writing and shall be
deemed to have been given and received the earlier of (1) the date the Notice is
delivered by one party to the other party personally or delivered to the party's
address by a party or by a delivery service which records delivery dates, or
(2) three days after the Notice is placed in the mail addressed to the other party at
the party's address, properly stamped, certified or registered mail, return receipt
requested. A party's address shall be as follows or as set forth in a written Notice to
the other party.
Landlord: President
Anna Economic Development Corporation
111 N. Powell Parkway
Anna, Texas 75409
Fax: 972-924-2620
LEASE AGREEMENT PAGE 10 OF 13
with a copy to: City Manager
City of Anna, Texas
111 N. Powell Parkway
Anna, Texas 75409
Fax: 972-924-2620
and to: Clark McCoy
Wolfe, Tidwell & McCoy, LLP
2591 Dallas Parkway, Suite 205
Frisco, Texas 75034
Fax: 972-712-3540
Tenant: Image Vision Labs, Inc.
Steven W. White, CEO
312 N. Powell Parkway
Anna, Texas 75409
(b) Entire Agreement. This Lease embodies the entire agreement and
understanding between the parties as to the lease of the Leased Premises by
Tenant and supersedes all prior negotiations, agreements and understandings
pertaining to such lease. Any provision of this Lease may be modified, waived or
discharged only by an instrument in writing signed by the party against which
enforcement of such modification, waiver or discharge is sought. This Lease is not
intended to be nor shall it be construed as a service contract or contract for the sale
of goods by Tenant to Landlord. Landlord does not by entering into this Lease waive
any immunities it may have under common law or statute.
(c) Commission. Tenant and Landlord hereby represent to each other that
neither has entered into any agreement or understanding that would give rise to a
real estate commission being owed in connection with this Lease, and each of
Landlord and Tenant shall indemnify and hold the other harmless against any
commission, payment, interest or participation claimed on account of this Lease
with any party under any alleged agreement or understanding entered into on that
party's behalf with the person or entity claiming the commission, payment, interest
or participation.
(d) Force Majeure. Each party shall be excused from performing an
obligation or undertaking provided for in this Lease for so long as such performance
is prevented, delayed, retarded or hindered by an Act of God, fire, earthquake,
flood, explosion, action of the elements, war, invasion, insurrection, riot, mob
violence, sabotage, strike, lockout, action of labor unions, requisitions, laws, or
orders of government or civil or military authorities.
(e) Surrender. Upon the expiration of the Term or earlier termination of
this Lease, Tenant shall surrender the Leased Premises to Landlord. Tenant shall
remove all Personal Property, which are not fixtures (other than fixtures installed by
Tenant pursuant to Section 4(f) above, which Tenant may remove at Tenant's
LEASE AGREEMENT PAGE 11 OF 13
expense), and shall return any area altered by Tenant for use into its previous
condition, subject to Landlord's election to allow any specific items to remain "as
is," which election Tenant may secure only in writing from Landlord. All other
installations or improvements, including all infrastructure, structures, buildings,
HVAC equipment, paneling, decorating, partitions, railings, mezzanine floors, and
galleries made by either party shall be and become upon installation, the property
of Landlord and shall be surrendered with the Leased Premises at the expiration or
termination of this Lease unless Landlord notifies Tenant to the contrary in writing,
in which event Tenant may remove such property at its expense.. Any property not
promptly removed by Tenant under the provisions of this subparagraph may, at
Landlord's option, be deemed to have been abandoned by Tenant and may be
retained by Landlord without any claim by Tenant. Tenant shall in any event repair
any damage to the Leased Premises caused by Tenant's removal of any property.
(f) Applicable Law, Construction. The laws of the State of Texas shall
govern the validity, performance and enforcement of this Lease. The invalidity or
unenforceability of any provision of this Lease shall not affect or impair any other
provision. If any provision of this Lease is capable of two constructions, one of
which would render the provision invalid and the other of which would make the
provision valid, the provision shall have the meaning which renders it valid. The
submission of this document for examination does not constitute an offer to lease,
this document being effective only upon the conditions stated herein.
(g) Time of the Essence. Time is of the essence with respect to each
provision, term and covenant of this Lease.
(h) Captions. The captions are for convenience and do not limit or define
the provisions of this Lease.
(i) Gender, Number. Whenever the sense of this Lease requires it, the use
of (1) singular number shall be deemed to include the plural, (2) the masculine
gender shall be deemed to include the feminine or neuter gender, and (3) the
neuter gender shall be deemed to include the masculine and feminine gender.
(j) Counterparts. This Lease may be executed in multiple counterparts,
each of which shall be an original, but all of which shall constitute one instrument.
(k) Contract Interpretation. This Lease is the result of negotiation between
the parties, and shall, in the event of any dispute over the meaning or application
of any portion thereof, be interpreted fairly and reasonably, and not to be more
strictly construed against one party than another, regardless of which party
originally drafted the language in dispute.
(I) No Joint Venture. It is acknowledged and agreed by the parties that the
terms hereof are not intended to and shall not be deemed to create a partnership
or joint venture among the parties.
LEASE AGREEMENT PAGE 12 OF 13
(m) Binding Effect. All provisions of this Lease shall be binding upon and
inure to the benefit of the parties and their respective successors and permitted
assigns.
SIGNATURES:
LANDLORD:
ANNA ECONOMIC DEVELOPMENT CORPORATION
By:
Name:
Title:
STATE OF TEXAS
Constance Stump
President
COUNTY OF COLLIN
This instrument was acknowledged before me on the _day of ,
2012, by Constance Stump, President of Anna Economic Development Corporation,
a Type A corporation created pursuant to the Texas Development Corporation Act of
1979, as amended and codified, on behalf of said Type A corporation.
Notary Public/State of Texas
TENANT:
Image Vision Labs, Inc.
By:
Name:
Title:
STATE OF TEXAS §
COUNTY OF COLLIN §
This instrument was acknowledged before me on the _day of ,
2012, by
Notary Public/State of Texas
LEASE AGREEMENT PAGE 13 OF 13
Exhibit
A
Exhibit
A-1
Exhibit
B
Exhibit
C
EXHIBITS
- Legal Description and Survey of Leased Premises
- Building Floor Plan and Sketches
- Permitted Exceptions as shown in Title Policy
- Tenant's As-ls Certificate And Agreement
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EXHIBIT B
TITLE POLICY AND PERMITTED EXCEPTIONS
Any and all easements and encumbrances of any kind recorded in the Collin
County, Texas land records pertaining to the Leased Premises or granted or
conveyed by Landlord in accordance with applicable provisions of the Lease.
EXHIBIT C
TENANT'S CERTIFICATE AND AGREEMENT
THIS TENANT'S AS -IS CERTIFICATE AND AGREEMENT (this
"Agreement"), is made as of , 2012 by ANNA ECONOMIC
DEVELOPMENT CORPORATION, a Type A corporation created pursuant to the
Texas Development Corporation Act of 1979, as amended and codified ("Landlord")
and Image Vision Labs, Inc. ("Tenant").
RECITALS
WHEREAS, pursuant to the terms of that certain Lease, effective as
of , 2012, by and between Landlord and Tenant (as the same may
have been amended or modified, the "Lease"), Landlord agreed to lease to Tenant,
inter aiia, that certain real Leased Premises legally described on Exhibit A attached
thereto and incorporated herein by this reference, the improvements located
thereon and certain rights appurtenant thereto, all as more particularly described in
the Lease. Initially capitalized terms not otherwise defined herein shall have the
respective meanings ascribed to such terms in the Lease, and
WHEREAS, the Lease requires, inter alia, that, as a condition precedent to
Landlord's obligations under the Lease, Tenant shall execute and deliver this
Agreement to Landlord at Closing.
NOW, THEREFORE, in consideration of TEN AND NO/100 DOLLARS ($10.00)
and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Tenant hereby certifies and agrees as follows.
1. For purposes of this Agreement, the following terms shall have the following
meanings:
"Assumed Liabilities" shall mean any and all Liabilities attributable to the
physical condition of the Leased Premises, other than latent defects or conons
unknown to Tenant at the Effective Date, or conditions giving rise to work or repairs
agreed to be done by Landlord, arising on or after the date hereof and attributable
to events or circumstances which may hereafter occur, including, without limitation,
(a) all Liabilities with respect to the condition of the Leased Premises for which
Tenant is to be responsible for repairs or maintenance under this Lease; (b) all
Liabilities relating to the release of or the presence, discovery or removal of any
Hazardous Materials caused by Tenant in, at, about or under the Leased Premises,
or for, connected with or arising out of any and all claims or causes of action based
upon CERCLA (Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, 42 U.S.C. §§9601 et seq., as amended by SARA (Superfund
Amendment and Reauthorization Act of 1986) and as may be further amended from
time to time), the Resource Conservation and Recovery Act of 1976, 42 U.S.C.
§§6901 et seq., or any related claims or causes of action or any other Federal,
State or municipal -based statutory or regulatory causes of action for environmental
contamination at, in, about or under the Leased Premises to the extent that any of
TENANT'S AS -IS CERTIFICATE AND AGREEMENT PAGE 1 OF 7
the foregoing causes of actions or claims arise from or relate to any environmental
contamination or violation of Environmental Laws caused or committed by Tenant
during Tenant's occupancy of the Leased Premises; and (c) any tort claims made or
brought with respect to the Leased Premises arising out of the use or operation
thereof by Tenant or its invitees and not arising from Landlord's breach of its
obligations under this Lease or with respect to the Leased Premises.
Notwithstanding the foregoing, however, "Assumed Liabilities" shall not include any
Liabilities arising out of or in connection with:
(i) any claims made or causes of action brought by any governmental authority
as a result of any violations of any applicable laws that were caused by
Landlord or by persons other than Tenant, or its invitees during the Lease
term, during the time that Landlord owned title to the Leased Premises,
and/or
(ii) any and all Liabilities relating to the release of or the presence, discovery or
removal of any Hazardous Materials introduced or installed by Landlord or by
persons other than Tenant, or its invitees during the Lease term, during or
prior to Landlord's period of ownership of the Leased Premises to in, at,
about or under the Leased Premises, or for, connected with or arising out of
any and all claims or causes of action based upon CERCLA (Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C.
§§9601 et seq., as amended by SARA (Superfund Amendment and
Reauthorization Act of 1986) and as may be further amended from time to
time), the Resource Conservation and Recovery Act of 1976, 42 U.S.C.
§§6901 et seq., or any related claims or causes of action or any other
Federal, State or municipal -based statutory or regulatory causes of action for
environmental contamination (collectively "Environmental Laws") at, in,
about or under the Leased Premises to the extent that any of the foregoing
causes of actions or claims arise from or relate to any environmental
contamination or violation of Environmental Laws caused by Landlord, or any
person other than Tenant or its invitees, during or prior to Landlord's period
of ownership of the Leased Premises.
(iii)any and all Liabilities relating to, arising from or based upon latent defects,
or conditions giving rise to work required to be done by Landlord under the
Lease.
The items listed in clauses (i)-(iii) above are referred to collectively as the
"Excluded Liabilities".
"Tenant's Representatives" shall mean Tenant and any officers, directors and
senior employees of Tenant involved with the negotiation of the Lease.
"deemed to know" (or words of similar import) shall have the following
meaning:
(a) Tenant shall be "deemed to know" of the existence of a fact or circumstance
TENANT'S AS -IS CERTIFICATE AND AGREEMENT PAGE 2 OF 7
to the extent that.
(i) any Tenant's Representative has actual knowledge of such fact or
circumstance, or
) such fact or circumstance is disclosed by the Lease, or any other
Document' delivered to any of Tenant's Representatives.
(b)Tenant shall be "deemed to know" that any of Landlord's warranties or
representations is untrue, inaccurate or incorrect to the extent that:
(i) any Tenant's Representative has actual knowledge of information which
is is with any of Landlord's Warranties, or
(ii) the Lease or any Document contains information, which is inconsistent
with any of Landlord's warranties or representations.
"Documents" shall mean the documents and instruments applicable to the
Leased Premises or any portion thereof that any of the Landlord Parties deliver or
make available to any Tenant's Representative prior to the date hereof or which are
otherwise obtained by any Tenant's Representative prior to the date hereof,
including, but not limited to, the Title Commitment, the Survey, the Title
Documents, and the Leased Premises Documents.
"Due Diligence" shall mean examinations, inspections, investigations, tests,
studies, analyses, appraisals, evaluations and/or investigations with respect to the
Leased Premises, the Documents, and other information and documents regarding
the Leased Premises, including, without limitation the physical condition of the
Leased Premises.
"Hazardous Materials" shall mean any substance, chemical, waste or material
that is or becomes regulated by any Federal, State or local governmental authority
because of its toxicity, infectiousness, radioactivity, explosiveness, ignitability,
corrosiveness or reactivity, including, without limitation, asbestos or any substance
containing more than 0.1 percent asbestos, the group of compounds known as
polychlorinated biphenyls, flammable explosives, oil, petroleum or any refined
petroleum product.
"Liabilities" shall mean, collectively, any and all losses, costs, damages, claims,
liabilities, expenses, demands or obligations of any kind or nature whatsoever.
"Leased Premises Documents" shall mean, collectively, any documents or
instruments which constitute, evidence or create or relate to any portion of the
Leased Premises.
' Tenant is deemed to have knowledge if any fact or circumstance is disclosed by any
Documents (a broadly defined term) delivered or made available to Tenant, whether or not
Tenant has actual conscious awareness of a particular fact.
TENANT'S AS -IS CERTIFICATE AND AGREEMENT PAGE 3 OF 7
"Landlord Parties" shall mean and include, collectively, (a) Landlord, (b) its
legal counsel, and (c) any third -party consultants engaged by Landlord to evaluate
the feasibility of the Lease.
2. Tenant acknowledges and agrees that, prior to the date hereof: (a) Landlord
has made available to Tenant, or otherwise allowed Tenant access to, the Leased
Premises; (b) Tenant has conducted (or has waived its right to conduct) all Due
Diligence as Tenant considered necessary or appropriate; (c) Tenant has reviewed,
examined, evaluated and verified the results of its Due Diligence to the extent it
deems necessary or appropriate with the assistance of such experts as Tenant
deemed appropriate, and (d) except for, and only to the extent of, Landlord's
warranties and representations contained in the Lease, is acquiring the Leased
Premises based exclusively upon its own Due Diligence.
3. Tenant acknowledges and agrees that, except for, and only to the extent of,
Landlord's warranties and representations under the Lease:
(a) The Leased Premises is being demised, and Tenant is accepting possession of
the Leased Premises on the date hereof, "AS IS, WHERE IS, WITH ALL
FAULTS", with no right of setoff or reduction in any payment of Rent or
Additional Rent which may become due under the Lease, excepting any
Excluded Liabilities, latent defects, or work required to be done by Landlord
under the Lease.
(b) Except as stated in this Lease, none of the Landlord Parties have or shall be
deemed to have made any verbal or written representations, warranties,
promises or guarantees (whether express, implied, statutory or otherwise) to
Tenant with respect to the physical condition of the Leased Premises, any
matter set forth, contained or addressed in the Documents (including, but
not limited to, the accuracy and completeness thereof) or the results of
Tenant's Due Diligence.
(c) Tenant has confirmed independently all information that it considers material
to its acceptance of the Leased Premises.
(d)Tenant is not relying on (and Landlord and each of the other Landlord Parties
does hereby disclaim and renounce) any representations or warranties of any
kind or nature whatsoever, whether oral or written, express, implied,
statutory or otherwise, from any of the Landlord Parties, as to.
(i) the operation or performance of the Leased Premises, the income
potential, economic status, uses, or the merchantability, habitability or
fitness of any portion of the Leased Premises for a particular purpose
other than for commercial office uses
(ii) the physical condition of the Leased Premises or the condition or safety
of the Leased Premises or any component thereof, including, but not
TENANT'S AS -IS CERTIFICATE AND AGREEMENT PAGE 4 OF 7
limited to, plumbing, sewer, heating, ventilating and electrical systems,
roofing, air conditioning, foundations, soils and geology, including
Hazardous Materials, lot size, or suitability of the Leased Premises or any
component thereof for a particular purpose other than for commercial
office uses
the presence or absence, location or scope of any Hazardous Materials
in, at, about or under the Leased Premises;
(iv) the habitability or suitability for occupancy of any structure and the
quality of its construction other than occupancy for commercial office
use;
(v) whether the improvements are structurally sound, in good condition, or
in compliance with applicable Laws, other than that the Leased Premises
have been delivered by the Landlord empty and broom clean, that the
HVAC system is in working order at the time of delivery, and that the
Leased Premises are suitable for commercial office use,
(vi) the dimensions of the Leased Premises or the accuracy of square
footage, sketches, or revenue or expense projections related to the
Leased Premises;
(vii)the locale of the Leased Premises, the leasing market for the Leased
Premises, or the market assumptions Tenant utilized in its analysis of
the Leased Premises and determination of the Rent amount, and
(viii)whether the Leased Premises is or would likely constitute a target of
terrorist activity or other acts of war.
(e) Except as otherwise set forth in the Lease, Landlord is under no duty to
make any affirmative disclosures or inquiry regarding any matter, which may
or may not be known to any of Landlord Parties regarding the physical
condition of the Leased Premises, and Tenant, for itself and for its successors
and assigns, hereby specifically waives and releases each of the Landlord
Parties from any such duty that otherwise might exist.
4. Except as may be provided in the Lease regarding any repairs agreed to be
done by Landlord, any repairs or work required by Tenant are the sole responsibility
of Tenant, and Tenant agrees that there is no other obligation on the part of
Landlord to make any changes, alterations or repairs to the Leased Premises,
including, without limitation, to cure any violations of Law, comply with the
requirements of any insurer or otherwise. Except as may be provided in the Lease,
Landlord is solely responsible for obtaining any certificate of occupancy or any other
approval or permit necessary for the transfer or occupancy of the Leased Premises;
TENANT'S AS -IS CERTIFICATE AND AGREEMENT PAGE 5 OF 7
provided further, Landlord is responsible for any repairs or alterations necessary to
obtain the same, at Landlord's sole cost and expense.
5. Tenant (i) having inspected the Leased Premises as described above,
(ii) having conducted, reviewed, examined, evaluated and verified the results of all
Due Diligence to the extent Tenant deems appropriate as described above, (iii)
having notified Landlord of any changes, alterations or repairs required to be made
to the Leased Premises that Tenant has discovered as a result of such Due
Diligence at the time of the signing of this Lease, and (iv) having determined that
Tenant shall accept the Leased Premises based exclusively upon its own Due
Diligence (except for, and only to the extent of, Landlord's warranties and
representations under the Lease), then, accordingly, Tenant agrees with Landlord
that Tenant is in fact accepting the Leased Premises based exclusively upon its own
Due Diligence, except for, and only to the extent of, Landlord's warranties and
representations under the Lease, and to evidence the foregoing, Tenant agrees to
release Landlord as set forth below. Accordingly, except as expressly provided
hereinbelow in this Section 5, Tenant, for Tenant and Tenant's successors and
assigns, hereby releases each of the Landlord Parties from, and waives any and all
Assumed Liabilities against each of the Landlord Parties for or attributable to or in
connection with the Leased Premises, whether arising or accruing before, on or
after the date hereof and whether attributable to events or circumstances, which
have heretofore or may hereafter occur.
Notwithstanding the foregoing, the release and waiver set forth in this Section 5 is
not intended and shall not be construed as (i) affecting or impairing any rights or
remedies that Tenant may have against Landlord as a result of a breach of any of
Landlord's warranties and representations under the Lease, or (ii) shifting to Tenant
any obligation, responsibility or liability for any Liability that does not constitute an
Assumed Liability. Landlord hereby confirms it takes responsibility and liability for
the Excluded Liabilities.
6. Tenant hereby assumes and takes responsibility and liability for all Assumed
Liabilities. Notwithstanding the foregoing, nothing in this Section 6 shall be
construed to affect or limit Tenant's rights or remedies against Landlord as a result
of Landlord's breach of Landlord's warranties and representations under the Lease.
7. Tenant expressly understands and acknowledges that it is possible that
unknown Assumed Liabilities may exist with respect to the Leased Premises and
that Tenant explicitly took that possibility into account in determining and agreeing
to accept the Leased Premises, and that a portion of such consideration, having
been bargained for between parties with the knowledge of the possibility of such
unknown Assumed Liabilities has been given in exchange for a full accord and
satisfaction and discharge of all such Assumed Liabilities, except for Assumed
Liabilities arising as a result of Landlord's breach of Landlord's warranties and
representations under the Lease.
8. Tenant acknowledges and agrees that the provisions of this Agreement were
a material factor in Landlord's agreement to lease the Leased Premises to Tenant
TENANT'S AS -IS CERTIFICATE AND AGREEMENT PAGE 6 OF 7
and, while Landlord has provided the Documents and cooperated with Tenant,
Landlord is unwilling to lease the Leased Premises unless the Landlord Parties are
expressly released as set forth in Section 5 and Tenant assumes the obligations
specified in Section 6.
9. This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and permitted assigns.
10. If any term or provision of this Agreement or the application thereof to any
persons or circumstances shall, to any extent, be invalid or unenforceable, the
remainder of this Agreement or the application of such term or provision to persons
or circumstances other than those as to which it is held invalid or unenforceable
shall not be affected thereby, and each term and provision of this Agreement shall
be valid and enforced to the fullest extent permitted by law.
IN WITNESS WHEREOF, Tenant has executed this Agreement as of the date
first set forth hereinabove.
Image Vision Labs, Inc.
By:
Name:
Title:
STATE OF TEXAS �
COUNTY OF COLLIN §
This instrument was acknowledged before me on the _day of
2012, by
Notary Public/State of Texas
TENANT'S AS -IS CERTIFICATE AND AGREEMENT
PAGE 7 OF 7
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REPUBLIC TITLE®
December 21, 2011
ANNA ECONOMIC DEVELOPMENT CORP.
P.O. BOX 776
ANNA, TX 75409
RE: Our File No. 11R22806 MK3
71 BRANTLY, HENRY SY 0.35 AC
312 POWELL (N)
We are pleased to enclose your Owner's Title Policy No. R-111-152577
issued in connection with the above referenced property.
We appreciate the opportunity to be of service to you and hope
you will remember us should you need assistance in selling the
property insured by the enclosed policy.
Very truly yours,
REPUBLIC TITLE OF TEXAS, INC.
Enclosure
REPUBLIC TITLE OF TEXAS, INC.
2701 West Plano Parkway Suite 100 Plano, Texas 75075
(972) 578-8611 Fax (972) 424-5621
IMPORTANT NOTICE
To obtain information or make a complaint:
You may contact: Republic Title of Texas,
Inc. at
1-972-578-8611
You may call:
First American Title Insurance Company's
toll -free telephone number for information
or to make a complaint at:
1-800-347-7826
You may also write to
First American Title Insurance Company
at:
1500 South Dairy Ashford, Suite 300
Houston, TX 77077
You may contact the Texas Department of
Insurance to obtain information on companies,
coverages, rights or complaints at:
1-800-252-3439
You may also write the Texas Department of
Insurance:
P. O. Box 149104
Austin, TX 78714-9104
Fax: (512) 475-1771
Web: http://www.tdi.state.tx.us
E-mail: ConsumerProtection@tdi.state.tx.us
PREMIUM OR CLAIM DISPUTES:
Should you have a dispute concerning your
premium or about a claim you should contact the
First American Title Insurance Company
first. If the dispute is not resolved,
you may contact the Texas Department of
Insurance.
ATTACH THIS NOTICE TO YOUR POLICY
This notice is for information only and does not
become a part or condition of the attached
document.
AVISO IMPORTANTE
Para obtener informacion o para someter una queja:
Puede cominicarse con su: Republic Title of
Texas, Inc. at
1-972-578-8611
Usted puede Ilamar al numero de telefono gratis de
First American Title Insurance Company's
para informacion o para someter una queja al:
1-800-34?-7826
Usted tambien puede escribir a
First American Title Insurance Company
1500 South Dairy Ashford, Suite 300
Houston, TX 77077
Puede comunicarse con el Departamento de
Seguros de Texas para obtener informacion
ac .rca de companies, coberturas, derechos o
quejas al.
1-800-252-3439
Puede escribir al Departament de Seguros de
Texas:
P. O. Box 149104
Austin, TX 78714-9104
Fa(: (512) 475-1771
Web: http://www.tdi.state.tx.us
E-mail: ConsumerProtection@tdi.state.tx.us
DISPUTAS SOBRE PRIMAS O RECLAMOS:
Si tiene disputa concerniente a su prima o
a un reclamo, debe comunicarse con
First American Title Insurance Company
primero. Si no se resuelve la disputa, puede
entonces comunicarse con el departmento
(TDI).
UNA ESTE AVISO A SU POLIZA
Este aviso es solo para proposito de information y
no se convierte en parte o condicion del documento
adjunto.
Owner's Policy of Title Insurance (T-1)
ISSUED BY
First American Title insurance Com
POLICY NUMBER
R-111-152577
Any notice of claim and any other notice or statement in writing required to be given the Company under this policy must be given to the
Company at the address shown in Section 18 of the Conditions.
COVERED RISKS
SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B, AND THE
CONDITIONS, FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation (the "Company') insures, as of Date of Policy and, to the
extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or
incurred by the Insured by reason of:
1. Title being vested other than as stated in Schedule A.
2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from:
(a) A defect in the Title caused by:
(i) forgery, fraud, undue influence, duress, incompetency, incapacity or impersonation;
(ii) failure of any person or Entity to have authorized a transfer or conveyance;
(iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered;
(iv) failure to perform those acts necessary to create a document by electronic means authorized by law;
(v) a document executed under a falsified, expired or otherwise invalid power of attorney;
(v1) a document not properly filed, recorded or indexed in the Public Records including failure to perform those acts by electronic
means authorized by law; or
(vii) a defective judicial or administrative proceeding.
(b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid.
(c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an
accurate and complete land survey of the Land. The term "encroachment" includes encroachments of existing improvements located on
the Land onto adjoining land, and encroachments onto the Land of existing Improvements located on adjoining land.
(d) Any statutory or constitutional mechanic's, contractor's, or materiaiman's lien for labor or materials having its inception on or before
Date of Policy.
3. Lack of good and indefeasible Title,
4. No right of access to and from the Land.
(Covered Risks Continued on Page 2)
In Witness Whereof, First American Title Insurance Company has caused its corporate name to be hereunto affixed by its authorized officers as of
Date of Policy shown in Schedule A.
First American Title Insurance Company
y4att'SlE
1Ns��qw��
PIS
SEPTEMBER 24, b
'; d� • 1968 � �
Dennis J. Gilmore
President
ry
Timothy Kemp
Secreta
(This Policy is valid only when Schedules A and B are attached)
ISSUING AGENT
REPUBLIC 11TLE*
2701 West Plano Parkway, Suite 100
Plano, Texas 75075
(972) 57f3-8611 Fax (972) 424-5621
RTT Form Number 111 (2/1 j10) Page 1 of 6 TX T-1 Owner's Policy of Title Insurance (Rev. 2-1-10)
COVERED RISKS (Continued)
5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning)
restricting, regulating, prohibiting or relating to:
(a) the occupancy, use or enjoyment of the Land;
(b) the character, dimensions or location of any improvement erected on the Land;
(c) subdivision of land; or
(d) environmental protection
iI a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or Intention to enforce, but only to
the extent of the violation or enforcement referred to in that notice.
6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement
action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that
notice.
7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records.
8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge.
9. Title being vested other than as stated in Schedule A or being defective:
(a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of
the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior
transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency or similar creditors' rights laws; or
(b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy,
state insolvency or similar creditors' rights laws by reason of the failure of its recording in the Public Records:
(i) to be timely, or
(Ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor.
10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached
or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument
of transfer in the Public Records that vests Title as shown in Schedule A.
The Company will also pay the costs, attorneys' fees and expenses incurred in defense of any matter insured against by this Policy, but only to
the extent provided in the Conditions.
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of
this policy and the Company will not pay loss or damage, costs,
attorneys' fees or expenses that arise by reason of:
1. (a) Any law, ordinance, permit, or governmental regulation
(including those relating to building and zoning) restricting,
regulating, prohibiting or relating to:
(i) the occupancy, use, or enjoyment of the Land;
(III) the character, dimensions or location of any
Improvement erected on the Land;
(III) subdivision of land; or
(iv) environmental protection;
or the effect of any violation of these laws, ordinances or
governmental regulations. This Exclusion 1(a) does not modify
or limit the coverage provided under Covered Risk 5.
(b) Any governmental police power. This Exclusion 1(b) does
not modify or limit the coverage provided under Covered
Risk 6.
2. Rights of eminent domain. This Exclusion does not modify or
limit the coverage provided under Covered Risk 7 or 8.
3. Defects, liens, encumbrances, adverse claims or other matters:
(a) created, suffered, assumed or agreed to by the Insured
Claimant;
(b) not Known
to the
Company,
not
recorded in the Public
Records at
Date
of Policy,
but
Known to the Insured
Claimant and not disclosed in writing to the Company by
the Insured Claimant prior to the date the Insured Claimant
became an Insured under this policy;
(c) resulting in no loss or damage to the Insured Claimant;
(d) attaching or created subsequent to Date of Policy
(however, this does not modify or limit the coverage
provided under Covered Risk 9 and 10); or
(e) resulting in loss or damage that would not have been
sustained if the Insured Claimant had paid value for the
Title.
4. Any claim, by reason of the operation of federal bankruptcy,
state insolvency, or similar creditors' rights laws, that the
transaction vesting the Title as shown in Schedule A, is:
(a) a fraudulent conveyance or fraudulent transfer; or
(b) a preferential transfer for any reason not stated in Covered
Risk 9 of this policy.
5. Any lien on the Title for real estate taxes or assessments
imposed by governmental authority and created or attaching
between Date of Policy and the date of recording of the deed or
other Instrument of transfer in the Public Records that vests Title
as shown in Schedule A.
6. The refusal of any person to purchase, lease or lend money on
the estate or interest covered hereby in the land described in
Schedule A because of Unmarketable Title.
RTT Form Number 111 (2/1/10) Page 2 of 6 TX 7-1 Owner's Policy of Title Insurance (Rev. 2-1-10)
OWNER'S POLICY OF I POLICY NUMBER
TITLE INSURANCE (T-1). 3 COUNTYTY TYPE
t
POLICY AMOUNT
7
EFrEC11VE DATE
5
PREMIUM
B
SURVEY AMENDMENT
5
RATE CODE
9
ADDITIONAL CHAINS
R-111-152577
CI
085
175,000.00
1,244.00
1000
11/17/2011
is
1
2
3
4
5
8
7
8
First American Title Insurance Company
1500 South Dairy Ashford, Suite 300 Houston, TX 77077
THE POLICY NUMBER SHOMN
MUST
GF Nos OR FILE NO. DATE OF POLICY ON THIS AGREE WITH
THEEO PRE, PRE, 1
PRINTED NU
11R22806 MK3 11/17/2011 NUMBER
R ON THE
COVER SHEET.
Address for Reference only: 312 POWELL (N) ANNA, TEXAS 75409
Amount of Insurance: $ 1751000 .00
Schedule A
1. Name of Insured:
ANNA ECONOMIC DEVELOPMENT CORP.
2. The estate or interest in the Land that is insured by this policy is:
FEE SIMPLE
3. Title is insured as vested in:
ANNA ECONOMIC DEVELOPMENT CORP.
4. The Land referred to in this policy is described as follows:
POLICY NUMBER
Being a tract of land situated in th
REPUBLIC TITLE OF TEXAS, INC.
Countersigned at REPUBLIC TITLE OF TEXAS, INC. ''
6051 West Virginia Picwy., Suite 200 TE SA MEMORY, ESC OFFICER
futciGnney, Texas 75071 Authorized Countarslgnalure
Phone (972) 569-9808
THIS POLICY IS INVALID vage I ui scnca. A
Teaar farm T•uRer. osYl/zooe> UNLESS THE COVER SHEET
ANDSCHEDULEBAREATTACHED. O.ner•s Polley • Form prescrf0ed ny State Board of insurance al texas
First American Title Insurance Company
Exhibit A
R-111-152577
GF-Number 11R22806
BEING a tract of land situated in the Henry Brantley Survey, Abstract No. 71,
City of Anna, Collin County, Texas, and being all of a 0.359 acre tract as
conveyed to Russell Lambert and wife Carolyn Lambert and recorded in Volume
4624, Page 1949, Deed Records of Collin County, Texas and being more
particularly described by metes and bounds as follows:
BEGINNING at a capped 1/2" iron rod set for corner at the intersection of the
East Right Of Way line of Powell Parkway / State Highway No. 5 (80' ROW) and
the South Right Of Way line of 1st Street (80' ROW);
THENCE S 88 degrees 10 minutes 55 seconds E following the South ROW line o£ 1st
Street a distance at 125.04' to a capped 1/2" iron rod set for corner,
THENCE S 00 degrees 25 minutes 16 seconds W a distance of 125.04' to a capped
1/2" iron rod set for corner;
THENCE N 88 degrees 10 minutes 55 seconds W a distance of 125.04' to a capped
1/2" iron rod set for corner in the East ROW line of Powell Parkway
5;
THENCE N 00 degrees 25 minutes 16 seconds E following the East ROW line of
Powell Parkway / S.H. No. 5 a distance of 125.04' to the POINT OF BEGINNING and
containing 15,630 square feet or 0.359 acres of land.
NOTE: The Company is prohibited from insuring the area or quantity of the
land described herein. Any statement in the above legal description of the
area or quantity of land is not a representation that such area or quantity
is correct, but is made only for informational and/or identification purposes
and does not override Item 2 of Schedule B hereof.
c
First American Title Insurance Company
OWNER'S POLICY OF
THE POLICY NUMBER SHOWN TITLE INSURANCE
ON THIS SCHEDULE MUST
GFNo.oRFILE NO, DATE OF POLICY AGREE WITH THE PREPRINTED i POLICY NUMBER
11R22806 MK3 11/17/2011 NUMBER ON THE COVER SHEET R-111-152577
Schedule B
EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) that arise by
reason of the terms and conditions of the leases and easements, if any, shown in Schedule A, and the following matters:
1. [intentionally Omitted]
2. Any discrepancies, conflicts, or shortages in area or boundary lines, or any encroachments or protrusions, or any overlapping
of improvements.
3. Homestead or community property or survivorship rights, if any, of any spouse of any Insured. (Applies to the Owner's Policy only.)
4. Any titles or rights asserted by anyone, including but not limited to, persons, the public, corporations, governments or other entities,
a. to tidelands, or lands comprising the shores or beds of navigable or perennial rivers and streams, lakes, bays, gulfs or oceans, or
b* to lands beyond the line of the harbor or bulkhead lines as established or changed by any government, or
c. to filled -in lands, or artificial islands, or
db to statutory water rights, including riparian rights, or
eo to the area extending from the line of mean low tide to the line of vegetation, or the right of access to that area or easement
along and across that area.
5. Standby fees, taxes and assessments by any taxing authority for the year 2 012 ,and subsequent years; and subsequent taxes and
assessments by any taxing authority for prior years due to change in land usage or ownership, but not those taxes or assessments
for prior years because of an exemption granted to a previous owner of the property under Section 11.13, Texas Tax Code, or
because of improvements not assessed for a previous tax year.
6. The following matters and all terms of the documents creating or offering evidence of the matters (The Company must insert
matters or delete this exception.):
a. All leases, grants, exceptions or reservations of coal, lignite, oil, gas and
other minerals, together with all rights, privileges, and immunities relating
thereto, appearing in the Public Records whether listed in Schedule B or not.
There may be leases, grants, exceptions or reservations of mineral interest
that are not listed.
b. Mineral lease, and all rights incident thereto, to J.W. Holsey, described in
instrument filed o6/11/1951, recorded in Volume 430, Page 426, Real Property
Records of Collin County, Texas. Title to said interest not checked
subsequent to the date thereof.
c. Terms, provisions, and conditions of lease dated 02/01/1986, between Russ
Lambert, Sr. and Russ Lambert, Jr. dba Lambert & Son Construction Company,
and United States Postal Service, filed 04/04/1986, recorded in Volume 2340,
Page 495, Real Property Records of Collin County, Texas. Corrected Lease
filed 03/14/2000, recorded in Volume 4624, Page 2009, Real Property Records,
Collin County, Texas. As affected by Amendments recorded in Volume 4598, Page
1597 and Volume 4923, Page 641, Real Property Records, Collin County, Texas.
d. Concrete pavement/parking over boundary line on the northiside of subject
property as shown on survey of Boundary Survey, certified to by David J.
Surdukan, R.P.L.S. #4613, dated 9//15/2011.
Page 1 of Sched. B
(CONTINUED ON NEXT PAGE)
Texas Form T•If Rer. I983) Orner's Pol icy Farm prescribed by Co¢misslaner of Insurance of iCxas
OWNER'S POLICY OF TITLE INSURANCE
' POLICY NUMBER
GF Number: 11R22806 First American Title Insurance Company R-111-152577
Page 2
e. All visible and apparent easements or uses and all underground easements or
uses, the existence of which may arise by unrecorded grant or by use.
f. Rights, if any, of third parties with respect to any portion of the subject
property lying within the boundaries of a public or private road.
Texas Form T•I(Rev. 1983) Rene is Policy Form prescribed by tomrnissioner of Insurance of texas
CONDITIONS
1. DEFINITION OF TERMS.
The following terms when used in this policy mean:
(a) "Amount of Insurance": the amount stated in Schedule A, as
may be increased or decreased by endorsement to this
policy, increased by Section 8(b), or decreased by Sections
10 and 11 of these Conditions.
(b) "Date of Policy : the date designated as "Date of Policy" in
Schedule A.
(c) "Entity": a corporation, partnership, trust, limited liability
company or other similar legal entity.
(d) "Insured": the Insured named in Schedule A.
(i) The term "Insured" also includes:
(A) successors to the Title of the insured by operation
of law as distinguished from purchase, including
heirs, devisees, survivors, personal representatives
or next of kin;
(B) successors to an Insured by dissolution, merger,
consolidation, distribution or reorganization;
(C) successors to an Insured by its conversion to
another kind of Entity;
(D) a grantee of an Insured under a deed delivered
without payment of actual valuable consideration
conveying the Title;
(1) if the stock, shares, memberships, or other
equity interests of the grantee are wholly"
owned by the named Insured,
(2) If the grantee wholly owns the named
Insured,
(3) If the grantee is wholly -owned by an
affiliated Entity of the named Insured,
provided the affiliated Entity and the named
Insured are both wholly -owned by the same
person or Entity, or
{4) M the grantee is a trustee or beneficiary of a
trust created by a written instrument
established by the Insured named in
Schedule A for estate planning purposes.
(1i) With regard to (A), (B), (C) and (D) reserving, however,
all rights and defenses as to any successor that the
Company would have had against any predecessor
Insured.
(a) "Insured Claimant": an Insured claiming loss or damage.
(f) "Knowledge" or "Known": actual knowledge, not constructive
knowledge or notice that may be imputed to an Insured by
reason of the Public Records or any other records that impart
constructive notice of matters affecting the Title.
(g) "Land": the land described in Schedule A, and affixed
improvements that bylaw constitute real property. The term
"Land" does not include any property beyond the lines of the
area described in Schedule A, nor any right, title, interest,
estate or easement in abutting streets, roads, avenues,
alleys, lanes, ways or waterways, but this does not modify or
limit the extent that a right of access to and from the Land is
insured by this policy.
{h) "Mortgage": mortgage, deed of trust, trust deed, or other
security instrument, including one evidenced by electronic
means authorized bylaw.
(i) "Public Records": records established under state statutes at
Date of Policy for the purpose of imparting constructive notice
of matters relating to real property to purchasers for value and
without Knowledge. With respect to Covered Risk 5(d),
"Public Records" shall also Include environmental protection
liens filed in the records of the clerk of the United States
District Court for the district where the Land is located.
(j) "Title": the estate or interest described in Schedule A.
(k) "Unmarketable Title": Title affected by an alleged or apparent
matter that would permit a prospective purchaser or lessee of
the Title or lender on the Title to be released from the
obligation to purchase, lease or lend if there is a contractual
condition requiring the delivery of marketable title.
2. CONTINUATION OF INSURANCE.
The coverage of this policy shall continue in force as of Date of
Policy in favor of an Insured, but only so long as the Insured
retains an estate or interest in the Land, or holds an obligation
secured by a purchase money Mortgage given by a purchaser
from the Insured, or only so long as the Insured shall have liability
by reason of warranties in any transfer or conveyance of the Title.
This policy shall not continue in force in favor of any purchaser
from the Insured of either (i) an estate or interest in the Land, or (tt)
an obligation secured by a purchase money Mortgage given to the
Insured.
3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT.
The Insured shall notify the Company promptly in writing (i) in case
of any litigation as set forth in Section 5(a) below, or till in case
Knowledge shall come to an Insured hereunder of any claim of title
or interest that is adverse to the Title, as insured, and that might
cause loss or damage for which the Company may be liable by
virtue of this policy. If the Company is prejudiced by the failure of
the Insured Claimant to provide prompt notice, the Company's
liability to the Insured Claimant under the policy shall be reduced
to the extent of the prejudice.
When, after the Date of the Policy, the Insured notifies the
Company as required herein of a lien, encumbrance, adverse
claim or other defect in Title insured by this policy that is not
excluded or excepted from the coverage of this policy, the
Company shall promptly investigate the charge to determine
whether the lien, encumbrance, adverse claim or defect or other
matter is valid and not barred by law or statute. The Company
shalI notify the Insured in writing, within a reasonable time, of its
determination as to the validity or invalidity of the Insuredisclaim
or charge under the policy. If the Company concludes that the lien,
encumbrance, adverse claim or defect is not covered by this
policy, or was otherwise addressed in the closing of the
transaction in connection with which this policy was issued, the
Company shall specifically
advise the Insured of the
RTT Form Number 111 (2/1/10) Page 3 of 6 TX T-1 Owner's 0olicy o6 Title Insurance (0ev. 2-1-10)
CONDITIONS (Continued)
Q!
5.
6.
Insurance without exception for the lien, encumbrance,
adverse claim or defect, said policy to be in an amount equal to
the current value of the Land or, if a mortgagee policy, the
amount of the loan; (iv) indemnify another title insurance
company in connection with its issuance of a policy(ies) of title
insurance without exception for the lien, encumbrance,
adverse claim or defect; (v) secure a release or other
document discharging the lien, encumbrance, adverse
claim or defect; or (vi) undertake a combination of (i) through
(v) herein.
PROOF OF LOSS.
In the event the Company is unable to determine the amount of
loss or damage, the Company may, at its option, require as a
condition of payment that the Insured Claimant furnish a signed
proof of loss. The proof of loss must describe the defect, lien,
encumbrance or other matter insured against by this policy that
constitutes the basis of loss or damage and shall state, to the
Went possible, the basis of calculating the amount of the loss or
damage.
DEFENSE AND PROSECUTION OF ACTIONS.
(a) Upon written request by the Insured, and subject to the
options contained in Sections 3 and 7 of these Conditions, the
Company, at its own cost and without unreasonable delay,
shall provide for the defense of an Insured in litigation in
which any third party asserts a claim covered by this policy
adverse to the Insured. This obligation is limited to only those
stated causes of action alleging matters insured against by
this policy. The Company shall have the right to select
counsel of its choice (subject to the right of the Insured to
object for reasonable cause) to represent the Insured as to
those stated causes of action. It shall not be liable for and will
not pay the fees of any other counsel. The Company will not
pay any fees, costs or expenses incurred by the Insured in
the defense of those causes of action that allege matters not
insured against by this policy.
(b) The Company shall have the right, in addition to the options
contained in Sections 3 and 7, at its own cost, to institute and
prosecute any action or proceeding or to do any other act that
in its opinion may be necessary or desirable to establish the
Title, as insured, or to prevent or reduce loss or damage to
the Insured. The Company may take any appropriate action
under the terms of this policy, whether or not it shall be liable
to the Insured. The exercise of these rights shall not be an
admission of liability or waiver of any provision of this policy.
If the Company exercises its rights under this subsection, it
must do so diligently.
(c) Whenever the Company brings an action or asserts a
defense as required or permitted by this policy, the Company
may pursue the litigation to a final determination by a court of
competent jurisdiction and it expressly reserves the right, in
its sole discretion, to appeal from any adverse judgment or
order.
DUTY OF INSURED CLAIMANT TO COOPERATE.
(a) In all cases where this policy permits or requires the
Company to prosecute or provide for the defense of any
action or proceeding and any appeals, the Insured shall
secure to the Company the right to so prosecute or provide
defense in the action or proceeding, including the right to use,
at its option, the name of the Insured for this purpose.
Whenever requested by the Company, the Insured, at the
Company's expense, shall give the Company all reasonable
aid (i) in securing evidence, obtaining witnesses, prosecuting
or defending the action or proceeding, or effecting settlement,
and (ii) in any other lawful act that in the opinion of the
Company may be necessary or desirable to establish the Title
or any other matter as insured. If the Company is prejudiced
by the failure of the Insured to furnish the required
cooperation, the Company's obligations to the Insured under
the policy shall terminate, including any liability or obligation
to defend, prosecute, or continue any litigation, with regard to
the matter or matters requiring such cooperation.
(b) The Company may reasonably require the Insured Claimant
to submit to examination under oath by any authorized
representative of the Company and to produce for
examination, inspection and copying, at such reasonable
times and places as maybe designated by the authorized
representative of the Company, all records, in whatever
medium maintained, including books, ledgers, checks,
memoranda, correspondence, reports, e•mails, disks, tapes,
and videos whether bearing a date before or after Date of
Policy, that reasonably pertain to the loss or damage.
Further, if requested by any authorized representative of the
Company, the Insured Claimant shall grant its permission, in
writing, for any authorized representative of the Company to
examine, inspect and copy all of these records in the custody
or control of a third party that reasonably pertain to the loss or
damage. All information designated as confidential by the
Insured Claimant provided to the Company pursuant to this
Section shall not be disclosed to others unless, in the
reasonable judgment of the Company, it is necessary in the
administration of the claim. Failure of the Insured Claimant to
submit for examination under oath, produce any reasonably
requested information or grant permission to secure
reasonably necessary information from third parties as
required in this subsection, unless prohibited by law of
governmental regulation, shall terminate any liability of the
Company under this policy as to that claim.
7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS,
TERMINATION OF LIABILITY.
In case of a claim under this policy, the Company shall have the
following additional options:
(a) To Pay or Tender Payment of the Amount of Insurance.
To pay or tender payment of the Amount of Insurance under
this policy together with any costs, attorneys' fees and
expenses incurred by the Insured Claimant that were
authorized by the Company up to the time of payment or
tender of payment and that the Company is obligated to pay.
Upon the exercise by the Company of this option, all liability
and obligations of the Company to the Insured under this
policy, other than to make the payment required in this
subsection, shall terminate, including any liability or obligation
to defend, prosecute, or continue any litigation.
(b) To Pay or Otherwise Settle With Parties Other than the Insured
or With the Insured Claimant.
(1) To pay or otherwise settle with other parties for or in the
name of an Insured Claimant any claim insured against
under this policy. In addition, the Company will pay any
costs, attorneys' fees and expenses incurred by the
RTT Form Number 111 (2/1/10) Page 4 of 6 TX T-1 Owner's Policy of Title Insurance (Rev. 2.1-10)
CONDITIONS (Continued)
Insured Claimant that were authorized by the Company
up to the time of payment and that the Company is
obligated to pay; or
(H) To pay or otherwise settle with the Insured Claimant
the loss or damage provided for under this policy, together
with any costs, attorneys' fees and expenses incurred by the
Insured Claimant that were authorized by the Company up to
the time of payment and that the Company is obligated to
pay. Upon the exercise by the Company of either of the
options provided for in subsections (b)(i) or (Ii), the
Company's obligations to the Insured under this policy for the
claimed loss or damage, other than the payments required to
be made, shall terminate, including any liability or obligation
to defend, prosecute or continue any litigation.
t3. DETERMINATION AND EXTENT OF LIABILITY.
This policy is a contract of indemnity against actual monetary loss
or damage sustained or incurred by the Insured Claimant who has
suffered loss or damage by reason of matters insured against by
this policy.
(a) The extent of liability of the Company for loss or damage under
this policy shall not exceed the lesser of:
(1) the Amount of Insurance; or
(ii) the difference between the value of the Title as insured
and the value of the Title subject to the risk insured
against by this policy.
(b) If the Company pursues its rights under Section 3 or 5 and is
unsuccessful in establishing the Title, as insured,
(i) the Amount of Insurance shall be increased by 10%, and
(ii) the Insured Claimant shall have the right to have the loss
or damage determined either as of the date the claim
was made by the Insured Claimant or as of the date it is
settled and paid.
(c) In addition to the extent of liability under (a) and (b), the
Company will also pay those costs, attorneys' fees and
expenses incurred in accordance with Sections 5 and 7 of
these Conditions.
9. LIMITATION OF LIABILITY.
(a) If the Company establishes the Title, or removes the alleged
defect, lien or encumbrance, or cures the lack of a right of
access to or from the Land, all as insured, or takes action in
accordance with Section 3 or 7, in a reasonably diligent
manner by any method, including litigation and the completion
of any appeals, it shall have fully performed its obligations
with respect to that matter and shall not be liable for any loss
or damage caused to the insured.
(b) In the event of any litigation, including litigation by the
Company or with the Company's consent, the Company shall
have no liability for loss or damage until there has been a final
determination by a court of competent jurisdiction, and
disposition of all appeals, adverse to the Title, as insured.
(c) The Company shall not be liable for loss or damage to the
Insured for liability voluntarily assumed by the Insured in
settling any claim or suit without the prior written consent of
the Company.
10. REDUCTION OF INSURANCE, REDUCTION OR TERMINATION
OF LIABILITY.
All payments under this policy, except payments made for costs,
attorneys' fees and expenses, shall reduce the Amount of
Insurance by the amount of the payment.
11. LIABILITY NONCUMULATIVE.
The Amount of Insurance shall be reduced by any amount the
Company pays under any policy Insuring a Mortgage to which
exception is taken in Schedule B or to which the Insured has
agreed, assumed, or taken subject or which is executed by an
Insured after Date of Policy and which is a charge or lien on the
Title, and the amount so paid shall be deemed a payment to the
Insured under this policy.
12. PAYMENT OF LOSS.
When liability and the extent of loss or damage have been
definitely fixed in accordance with these Conditions, the payment
shall be made within 30 days.
13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT.
(a) Whenever the Company shall have settled and paid a claim
under this policy, it shall be subrogated and entitled to the
rights of the Insured Claimant in the Title and all other rights
and remedies in respect to the claim that the Insured
Claimant has against any person or property, to the extent of
the amount of any loss, costs, attorneys' fees and expenses
paid by the Company. If requested by the Company, the
Insured Claimant shall execute documents to evidence the
transfer to the Company of these rights and remedies. The
Insured Claimant shall permit the Company to sue,
compromise or settle in the name of the Insured Claimant and
to use the name of the Insured Claimant in any transaction or
litigation Involving these rights and remedies.
If a payment on account of a claim does not fully cover the
loss of the Insured Claimant, the Company shall defer the
exercise of its right to recover until after the Insured Claimant
shall have recovered its loss.
(b) The Company's right of subrogation includes the rights of the
Insured to indemnities, guaranties, other policies of insurance
or bonds, notwithstanding any terms or conditions contained
In those instruments that address subrogation rights.
14. ARBITRATION.
Either the Company or the Insured may demand that the claim or
controversy shall be submitted to arbitration pursuant to the Title
Insurance Arbitration Rules of the American Land Title Association
('Rules"). Except as provided in the Rules, there shall be no
joinder or consolidation with claims or controversies of other
persons. Arbitrable matters may include, but are not limited to,
any controversy or claim between the Company and the Insured
arising out of or relating to this policy, any service in connection
with its issuance or the breach of a policy provision, or to any other
controversy or claim arising out of the transaction giving rise to this
policy. All arbitrable matters when the Amount of Insurance is
$2,000,000 or less shall be arbitrated at the option of either the
Company or the Insured, unless the Insured is an individual person
(as distinguished from an Entity). All arbitrable matters when the
Amount of Insurance Is in excess of $2,000,000 shall be arbitrated
only when agreed to by both the Company and the Insured.
Arbitration pursuant to this policy and under the Rules shall be
binding upon the parties. Judgment upon the award rendered by
the Arbitrators) may be entered in any court of competent
jurisdiction.
15. LIABILITY LIMITED TO THIS POLICY, POLICY ENTIRE
CONTRACT.
(a) This policy together with all endorsements, if any, attached to it
by the Company is the entire policy and contract between the
RTT Form Number 111 (2/1/10) Page 5 of 6
TX T•1 Owner's Policy of Title Insurance (Rev. 2-1-10)
CONDITIONS (Continued)
Insured and the Company. In interpreting any provision of
deemed not to include that provision or such part held to be
this policy, this policy shall be construed as a whole,
invalid, and all other provisions shall remain in full force and effect.
(b) Any claim of loss or damage that arises out of the status of
17. CHOICE OF LAW; FORUM.
the Title or by any action asserting such claim, shall be
(a) Choice of Law: The Insured acknowledges the Company has
restricted to this policy.
underwritten the risks covered by this policy and determined
(e) Any amendment of or endorsement to this policy must be in
the premium charged therefor in reliance upon the law
writing and authenticated by an authorized person, or
affecting interests in real property and applicable to the
expressly incorporated by Schedule A of this policy6
interpretation, rights, remedies or enforcement of policies of
(d) Each endorsement to this policy issued at any time is made a
title insurance of the jurisdiction where the Land is located,
part of this policy and is subject to all of its terms and
Therefore, the court or an arbitrator shall apply the law of the
provisions. Except as the endorsement expressly states, it
jurisdiction where the Land is located to determine the validity
does not (i) modify any of the terms and provisions of the
of claims against the Title that are adverse to the Insured, and
policy, (ii) modify any prior endorsement, (iii) extend the Date
in interpreting and enforcing the terms of this policy. In
of Policy or (iv) increase the Amount of Insurance. Each
neither case shall the court or arbitrator apply its conflicts of
Commitment, endorsement or other form, or provision in the
laws principles to determine the applicable law.
Schedules to this policy that refers to a term defined in
(b) Choice of Forum: Any litigation or other proceeding brought by
Section 1 of the Conditions shall be deemed to refer to the
the Insured against the Company must be filed only in a state
term regardless of whether the term is capitalized in the
or federal court within the United States of America or its
Commitment, endorsement or other form, or Schedule. Each
territories having appropriate jurisdiction.
Commitment, endorsement or other form, or provision in the
18. NOTICES, WHERE SENT.
Schedules that refers to the Conditions and Stipulations shall
Any notice of claim and any other notice or statement in writing required
be deemed to refer to the Conditions of this policy,
to be given to the Company under this Policy must be given to the
16. SEVERABILITY.
Company at First American Title Insurance Company, Attn: Claims
In the event any provision of this policy, in whole or in part, is held
National Intake Center, 1 First American Way, Santa Ana,
invalid or unenforceable under applicable law, the policy shall be
California 92707, Phone: 888.632-1642.
.4-�.1 AIvfERf�,
First American Title
RTT Form Number 111 (2/1/10) Page 6 of 6 TX T-1 Owner's Policy of Title Insurance (Rev. 2-1-10)
Y{OUR} HOMETOW N
CITY OF ANNA AGENDA NOTICE -CITY COUNCIL WORKSHOP
July 24, 2012
6:30 p.m. —Anna City Hall Administration Building
The City Council of the City of Anna will meet in Workshop Session at 6:30 p.m., July
24, 2012, at the Anna City Hall Administration Building, located at I I I North Powell
Parkway (Hwy 5), regarding the following items.
1. Call to Order
2. Roll Call and Establishment of Quorum.
3. Presentation by Oncor regarding the AMS meter replacement program.
(Gerald Perrin)
4. CLOSED SESSION (EXCEPTIONS): Under Tex. Gov't Code Chapter 551,
the City Council may enter into closed session to discuss any items listed or
referenced on this agenda under the following exceptions:
a. consult with legal counsel regarding pending or contemplated litigation
and/or on matters in which the duty of the attorney to the governmental
body under the Texas Disciplinary Rules of Professional Conduct of the
State Bar of Texas clearly conflicts with Chapter 551 of the Government
Code (Tex. Gov't Code §551.071). Anticipated litigation with Amazing
Solar Solutions; "City of Anna v. City of Weston, Cause No. 380-02570-
2011, in the 380th District Court of Collin County, Texas"; City of Anna v.
Wahnat Inc., et al.; Cause No. 429-0028&2009, in the 429th District Court
of Collin County, Texas".
The council further reserves the right to enter into executive session at any
time throughout any duly noticed meeting under any applicable exception
to the Open Meetings Act.
5. Adjourn.
1. The Council may vote and/or act upon each of the items listed in this agenda.
2. The Council reserves the right to retire into executive session concerning any of the items listed on this agenda, whenever it is
considered necessary and legallyjustified under the Open Meeting Act.
3. Persons with a disability who want to attend this meeting who may need assistance should contact the City Secretary at 972 924-
3325 two working days prior to the meeting so that appropriate arrangements can be made.
07-24-12 CC Regular Meeting Agenda.doc 1 Posted 07-20-12
This is to certify that I, Natha Wilkison, City Secretary, posted this agenda
at a place readily accessible to the public at the Anna City Hall and on the
City Hall bulletin board at or before 5:00 p.m., July 20, 2012.
WCVUWOW
Natha Wilkison, City Secretary
1. The Council may vote and/or act upon each of the items listed in this agenda.
2. The Council reserves the right to retire into executive session concerning any of the items listed on this agenda, whenever it is
considered necessary and legally justified under the Open Meeting Act.
3. Persons with a disability who want to attend this meeting who may need assistance should contact the City Secretary at 972 924-
3325 two working days prior to the meeting so that appropriate arrangements can be made.
07-24-12 CC Regular Meeting Agenda.doc 2 Posted 07-20-12
Y(OUR.} SiOME'rOW N
CITY OF ANNA AGENDA NOTICE —CITY COUNCIL REGULAR MEETING
July 24, 2012
7:30 p.m. —Anna City Hall Administration Building
The City Council of the City of Anna will meet in Regular Session at '7:30 p.m., July 24,
2012, at the Anna City Hall Administration Building, located at III North Powell
Parkway (Hwy 5), to consider the following items.
Welcome to the City Council Meeting. Please sign the Sign4n-Sheet as a record of
attendance. If you wish to speak on an open -session agenda item please fill out the
Opinion/Speaker Registration Form and turn it in to the City Secretary before the
meeting starts.
1. Call to Order.
2. Invocation and Pledge of Allegiance.
3. Citizen comments. Citizens are allowed 3 minutes to speak. The Council is
unable to respond to or discuss any issues that are brought up during this
section that are not on the agenda, other than to make statements of specific
factual information in response to a citizen's inquiry or to recite existing
policy in response to the inquiry.
4. Receive reports from Staff or the City Council about items of community
interest. Items of cornnrzrnity interest include: expressions of thanks,
congratulations, or condolence; information regarding holiday schedules; an
honorary or salutary recognition of a public official, public employee, or
other citizen (but not including a change in status of a per•son's public office
or public employment); a reminder about an upcoming event organized or
sponsored by the governing body; information regarding a social, ceremonial,
or community event organized or sponsored by an entity other than the
governing body that was attended or is scheduled to be attended by a member
of the governing body or an official or employee of the municipality; and
announcements involving an imminent threat to the public health and safety of
people in the municipality that has arisen after the posting of the agenda.
1. The Council may vote and/or act upon each of the items listed in this agenda.
2. The Council reserves the right to retire into executive session concerning any of the items listed on this agenda, whenever it is
considered necessary and legally justified under the Open Meeting Act.
3. Persons with a disability who want to attend this meeting who may need assistance should contact the City Secretary at 972 924-
3325 two working days prior to the meeting so that appropriate arrangements can be made.
07-24-12 CC Regular Meeting Agenda.doc 3 Posted 07-20-12
5. Consent Items. These items consist of non -controversial or "housekeeping"
items required by law. Items may be considered individually by any Council
member making such request prior to a motion and vote on the Consent Items.
a. Approve City Council Minutes for July 10, 2012 Regular Meeting.
b. Approve a Resolution to extend the ILA for Environmental Services
with Collin County. (Maurice Schwanke)
.Recognition of donation from Chambersville Tree Farms. (Maurice
Schwanke)
7. Recognition of life saving efforts by Hurricane Creek Country Club
employees. (Chief Roma)
8. Introduction of Fire Department ALS medical director. (Chief Roma)
9. Presentation of the FY 2013 Budget. (Clayton Fulton)
10. Consider/Discuss/Action approving a Resolution setting the date and time for
a Public Hearing on the proposed FY 2012-2013 City of Anna Budget.
(Clayton Fulton)
11. Consider/Discuss/Action adopting an Ordinance amending the FY 2012
budget. (Clayton Fulton)
12. Consider/Discuss/Action on a Resolution approving resolutions of the Anna
Community Development Corporation authorizing the issuance and sale of
sales tax revenue bonds and sales tax revenue refunding bonds by the
Corporation; approving a sales tax remittance agreement; and enacting other
provisions relating to the subject. (Jessica Perkins)
13. Consider/Discuss/Action regarding a Resolution approving a lease agreement
between the Anna Economic Development Corporation and Image Vision.
(Jessica Perkins)
14. Consider/Discuss/Action regarding a Resolution approving an agreement
between the Anna Economic Development Corporation, the Anna Community
Development Corporation, and Buxton. (Jessica Perkins)
15. Consider/Discuss/Action regarding appointments/reappointments to the Parks
Advisory Board, Planning and Zoning Commission, Anna Economic
Development Corporation, Anna Community Development Corporation and
Board of Adjustment. (City Secretary)
I. The Council may vote and/or act upon each of the items listed in this agenda.
2. The Council reserves the right to retire into executive session concerning any of the items listed on this agenda, whenever it is
considered necessary and legally justified under the Open Meeting Act.
3. Persons with a disability who want to attend this meeting who may need assistance should contact the City Secretary at 972 924-
3325 two working days prior to the meeting so that appropriate arrangements can be made.
07-24-12 CC Regular Meeting Agenda.doc 4 Posted 07-20-12
16. CLOSED SESSION (EXCEPTIONS): Under Tex. Gov't Code Chapter 551,
the City Council may enter into closed session to discuss any items listed or
referenced on this agenda under the following exceptions:
a. consult with legal counsel regarding pending or contemplated gation
and/or on matters in which the duty of the attorney to the governmental
body under the Texas Disciplinary Rules of Professional Conduct of the
State Bar of Texas clearly conflicts with Chapter 551 of the Government
Code (Tex. Gov't Code §551.071). Anticipated litigation with Amazing
Solar Solutions; "City of Anna v. City of Weston, Cause No. 380-02570-
2011, in the 380th District Court of Collin County, Texas"; City ofAnna v.
Walmat Inc., et al.; Cause No. 429-00288-2009, in the 429th District Court
of Collin County, Texas".
The council fiuther reserves the right to enter into executive session at any
time throughout any duly noticed meeting under any applicable exception
to the Open Meetings Act.
17. Consider/Discuss/Action on any items listed on posted agenda for July 24,
2012 City of Anna Workshop Session or any closed session occurring during
this Regular Meeting, as necessary.
18. Adjourn.
This is to certify that I, Natha Wilkison, City Secretary, posted this agenda at
a place readily accessible to the public at Lite Anna City all and on the City
Hall bulletin board at or before 5:00 p.m., July 20, 2012.
��z�a 2lJc�ccda�t
Natha Wilkison, City Secretary
1. The Council may vote and/or act upon each of the items listed in this agenda.
2. The Council reserves the right to retire into executive session concerning any of the items listed on this agenda, whenever it is
considered necessary and legally justified wider the Open Meeting Act.
3. Persons with a disability who want to attend this meeting who may need assistance should contact the City Secretary at 972 924-
3325 two working days prior to the meeting so that appropriate arrangements can be made.
07-24-12 CC Regular Meeting Agenda.doc 5 Posted 07-20-12
Council Meeting: July 24I 2012
Account Code #: N/A
Budgeted Amount: N/A
AGENDA SUBJECT: Presentation by
replacement program. (Gerald Perrin)
SUMMARY:
1.7 DLK�)►� 1►� 1 �►11711 Y [�7►a
Item No. 3 W S
City Secretary's use only
City of Anna
City Council Agenda
Staff Report
Staff Contact: Philip Sanders
Date Prepared: 7-19-12
Exhibits: ❑Yes ❑ No
Oncor regarding the AMS meter
Rw
HOMETOWN
Council Meeting: July 24, 2012
Account Code #: N/A
Budgeted Amount: N/A
Call to order.
SUMMARY:
RECOMMENDATION:
Item No. 1
City Secretary's use only
City of Anna
City Council Agenda
Staff Report
Staff Contact: Philip Sanders
Date Prepared: 7-19�12
Exhibits: ❑Yes ❑ No
Y(OUAi 7IOMETOWN
Council Meeting: July 24, 2012
Account Code #: N/A
Item No. 2
City Secretary's use only
City of Anna
City Council Agenda
Staff Report
Staff Contact: Philip Sanders
Date Prepared: 7-19�12
Budgeted Amount: N/A Exhibits: ❑Yes
AGENDA SUBJECT: Invocation and Pledge of Allegiance.
SUMMARY:
RECOMMENDATION:
FFOMETOWN
Council Meeting: July 24, 2012
Account Code #: N/A
Budgeted Amount:
N/A
Item No. 3
City Secretary's use only
City of Anna
City Council Agenda
Staff Report
Staff Contact: Philip Sanders
Date Prepared: 7-19�12
Exhibits: ❑Yes ❑ No
AGENDA SUBJECT: Citizen Comments. Citizens are crlloti��ed 3 minutes to
speak. The Council is unable to respond to or discuss any issues that are brought up
during this section that are not on the agenda, other than to make statements of specific
factual information in response to a citizen's inquiry or to recite existing policy in
response to the inquiry.
SUMMARY:
RECOMMENDATION:
FFOMGTOWN
Council Meeting: July 24, 2012
Account Code #: N/A
Budgeted Amount: N/A
Item No. 4
City Secretary's use only
City of Anna
City Council Agenda
Staff Report
Staff Contact: Philiu Sanders
Date Prepared: 7-19-12
Exhibits: ❑Yes ❑ No
AGENDA SUBJECT: Receive reports from Staff or the City Council abo>_rt items
of community interest. Items of comnunity interest include. expressions of thanks,
congratulations, or condolence; information regarding holiday schedules; an honorary
or° salutary recognition of a public official, public employee, or other citizen (but not
including a change in status of a person's public office or public eniployrnent); a
reminder about an upcoming event organized or sponsored by the governing body;
information regarding a social, ceremonial, or community event organized or sponsored
by an entity other than the governing body that ivas attended or is scheduled to be
attended by a member of the governing body or an official or employee of the
murrricipality; and announcements involving an imminent threat to the public health and
safety of people in the municipality that has arisen after the posting of the agenda.
SUMMARY:
1.7 OCK�7u 1►� I �1►`I 17_r Y [�7►`
1_
Council Meeting: July 24, 2012
Account Code #: N/A
Budgeted Amount: N/A
Item No. 5 a & b
City Secretary's use only
City of Anna
City Council Agenda
Staff Report
Staff Contact: Philip Sanders
Date Prepared: 7-19-12
Exhibits: ❑Yes ❑ No
AGENDA SUBJECT: Consent Items. These items consist of non-contToveT°sial o�
'housekeeping" items required by lane. Items may be considered individually by any
Council member making such request prior to a motion and vote on the Consent Items.
a. Approve City Council Minutes for July 10, 2012 Regular Meeting.
b. Approve a Resolution to extend the ILA for Environmental Services
with Collin County. (Maurice Schwanke)
SUMMARY:
RECOMMENDATION:
MINUTES OF
CITY OF ANNA AGENDA NOTICE - CITY COUNCIL WORKSHOP
July 10, 2012 6:30 p.m. — Anna City Hall Administration Building
The City Council of the City of Anna met in Workshop Session at 6:30 p.m., July 10,
2012, at the Anna City Hall Administration Building, located at 111 North Powell
Parkway (Hwy 5), regarding the following items.
1. Call to Order
Mayor Mike Crist called the meeting to order at 6:30 pm.
2. Roll Call and Establishment of Quorum.
Present were Mayor Mike Crist and Council Members James T. Cook,
Kevin Anderson, John Geren, Nathan Bryan. Absent were Council
Members John Hopewell and Becky Glover.
3. Presentation and discussion regarding proposed shooting range.
(Chief Jenks)
Chief Jenks presented the item and introduced David Matthews. Mr.
Matthews spoke about the facility and answered questions from council
members.
4. Presentation and discussion regarding GTUA 2012 charges to the City
of Anna. (Jerry Chapman)
City Manager, Philip Sanders presented the item to council and introduced
Jerry Chapman with GTUA. Mr. Chapman made his presentation and
answered questions from council members.
5. Presentation from Lisa Hill with Buxton. (Jessica Perkins)
Jessica Perkins, Assistant to the City Manager presented the item to
council and introduced Lisa Hi11 with Buxton. Ms. Hill gave her
presentation and answered questions from council members.
Council did not enter closed session at this time.
6. CLOSED SESSION (EXCEPTIONS): Under Tex. Gov't Code
Chapter 551, the City Council may enter into closed session to discuss
any items listed or referenced on this agenda under the following
exceptions:
07-10-12 CC Regular Meeting Minutes 1 07-]0-12
6.
a. consult with legal counsel regarding pending or contemplated
litigation and/or on matters in which the duty of the attorney to the
governmental body under the Texas Disciplinary Rules of
Professional Conduct of the State Bar of Texas clearly conflicts with
Chapter 551 of the Government Code (Tex. Gov't Code §551.071).
Anticipated litigation with Amazing Solar Solutions,
The council further reserves the right to enter into executive session at
any time throughout any duly noticed meeting under any applicable
exception to the Open Meetings Act.
Adjourn.
Council Member Cook made the motion to adjourn at 7:37 pm. Council
Member Anderson seconded the motion. Motion passes.
AYE 5 NAY 0 ABSTAIN 0
ATTEST: APPROVED:
Natha Wilkison, City Secretary
Milce Crist, Mayor
07-10-12 CC Regular Meeting Minutes 2 07-10-12
MINUTES OF
CITY OF ANNA AGENDA NOTICE —CITY COUNCIL REGULAR MEETING
July 10, 2012 7*30 p.m. — Anna City Hall Administration Building
The City Council of the City of Anna met in Regular Session at 7:30 p.m., July 10, 2012,
at the Anna City Hall Administration Building, located at I I I North Powell Parkway
(Hwy 5), to consider the following items.
Welcome to the City Council Meeting. Please sign the Sign -In -Sheet as a record of
attendance. If you wish to speak on an open -session agenda item please fill out the
Opinion/Speaker Registration Form and turn it in to the City Secretary before the
meeting starts.
1. Call to Order.
Mayor Mike Crist called the meeting to order at 7:42 pm.
2. Invocation and Pledge of Allegiance.
Mayor Crist gave the invocation.
3. Citizen comments. Citizens are allowed 3 minutes to speak. The Council is
unable to respond to or discuss tiny issues that are brought up during this
section that are not on the agenda, other than to make statements of specific
factual information in response to a citizen's inquiry or to recite existing
policy in response to the inquiry.
Diane Simon spoke in favor of wind turbines.
4. Receive reports from Staff or the City Council about items of community
interest. Items of community interest include: expressions of thanks,
congratulations, or condolence; information regarding holiday schedules;
an honorary or salutary recognition of a public official, public employee, or
other citizen (but not including a change in status of a person's public office
or public employment), a reminder about an upcoming event organized or
sponsored by the governing body, information regarding a social,
ceremonial, or community event organized or sponsored by an entity other
than the governing body that was attended or is scheduled to be attended by
a member of the governing body or an official or employee of the
municipality; and announcements involving an imminent threat to the
public health and safety of people in the municipality that has arisen after
the posting of the agenda.
Mayor Crist made the announcement about a Blood Drive on July 31, 2012.
Mayor Crist stated the July 4t1i Fireworks Show was great.
07-10-12 CC Regular Meeting Minutes 3 07-10-12
5. Consent Items. These items consist of non -controversial or "housekeeping"
items required by law. Items may be considered individually by any Council
member making such request prior to a motion and vote on the Consent
Items.
a. Approve City Council Minutes for June 26, 2012 Regular Meeting.
b. Approve the re -plat for "East Fork Estates".
Council Member Geren made the motion to approve. Council Member
Anderson seconded the motion. Motion passes.
AYE 5
NAY 0
ABSTAIN 0
6. Public Hearing: City Council will hear public comments on the 2011
Annual Drinking Water Quality Report (Consumer Confidence Report).
(James Parkman)
James Parlanan, Director of Public Worlcs presented the item to council.
Mayor Crist opened the public hearing at 7:50 pm. There was no public
comment. Mayor Crist closed the public hearing at 7:50 pm.
7. Consider/Discuss/Action regarding a Resolution approving Adopt a Spot
program. (Jessica Perkins)
Jessica Perkins, Assistant to the City Manager presented the item to council
and answered questions. Council Member Anderson made Lite motion to
approve. Council Member Bryan seconded the motion. Motion passes.
AYE 5
NAY 0
ABSTAIN 0
Council Member Coolc made the motion to enter closed session at 7:54 pm.
Council Member Geren seconded the motion. Motion passes.
AYE 5
NAY 0
ABSTAIN 0
8. CLOSED SESSION (EXCEPTIONS): Under Tex. Gov't Code Chapter
551, the City Council may enter into closed session to discuss any items
listed or referenced on this agenda under the following exceptions.a
a. consult with legal counsel regarding pending or contemplated
litigation and/or on matters in which the duty of the attorney to the
governmental body under the Texas Disciplinary Rules of
Professional Conduct of the State Bar of Texas clearly conflicts with
Chapter 551 of the Government Code (Tex. Gov't Code §551.071).
Anticipated litigation with Amazing Solar Solutions.
07-10-12 CC Regular Meeting Minutes 4 07-]0-12
The council further reserves the right to enter into executive session at
any time throughout any duly noticed meeting under any applicable
exception to the Open Meetings Act.
Council Member CUU made the motion to return to open session at 8:24 pm.
Council Member Geren seconded the motion. Motion passes.
AYE 5
NAY 0
ABSTAIN 0
9. Consider/Discuss/Action on any items listed on posted agenda for July 10,
2012 City of Anna Workshop Session or any closed session occurring
during this Regular Meeting, as necessary.
Council Member Anderson made the motion to take no action. Mayor Crist
seconded the motion. Motion passes.
AYE 5 NAY 0 ABSTAIN 0
10. Adjourn.
Council Member Anderson made the motion to adjourn at 8:25 pm. Council
Member Bryan seconded the motion. Motion passes.
AYE 5 NAY 0 ABSTAIN 0
ATTEST: APPROVED:
Natha Willcison, City Secretary
Mike Crist, Mayor
07-10-12 CC Regular Meeti��g Mimrtes 5 07-10-12
Item No. 5 (b)
City Secretary's use only
City of Anna
City Council Agenda
Staff Report
Council Meeting: July 24, 2012 Staff Contact: Maurice Schwanlce
Account Code #: N/A Date Prepared: 07/19/12
Budgeted Amount: N/A Exhibits: ■Yes ❑ No
AGENDA SUBJECT: Approve a Resolution to extend the ILA for Environmental
Services with Collin County,
SUMMARY: The City has been contracting out to Collin County our environmental
review and inspection services of all of our health related issues. These inspections
include HOA swimming pools, restaurants, school cafeterias, day care food preparations,
and any other place where food is being prepared such as festivals and inside
convenience stores. Additionally they review food preparation facility plans prior to and
during construction to insure health regulation compliance. The City received reports
throughout the year on each inspection made. The 2013 contract amount is $6,864.00
which is an increase of $208 from the 2012 rate. The rate is based on the population
estimates for the City. The attached resolution approves the Interlocal agreement with the
County.
RECOMMENDED ACTION: Approval of Resolution.
CITY OF ANNA, TEXAS
RESOLUTION NO.
A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING AND AUTHORIZING THE
CITY MANAGER TO EXECUTE AN INTERLOCAL AGREEMENT BETWEEN COLLIN
COUNTY, TEXAS, AND THE CITY OF ANNA, TEXAS
WHEREAS, the Interlocal Cooperation Act (Texas Government Code Chapter 791)
authorizes any local government to contract with one or more local governments to perform
governmental functions and services under the terms of the Act; and
WHEREAS, the City Council of the City of Anna, Texas ("City Council") has approved the
Interlocal Agreement between Collin County and the City of Anna ("Agreement") concerning
the provision of Environmental Services; and
WHEREAS, the City Council has determined that the Agreement with Collin County, Texas
(the "County") will benefit the residents of both the County and the City of Anna, Texas (the
"City"); and
WHEREAS, the City Council has determined that it is in the best interest of the City and its
citizens to authorize, ratify and approve the City Manager's execution of said Agreement;
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA,
TEXAS, THAT:
Section 1.
The recitals set forth above are incorporated herein for all purposes as if set forth in full.
Section 2.
The City of Anna City Council hereby approves the Agreement, attached hereto as EXHIBIT
1, incorporated herein for all purposes and authorizes the City Manager to execute same on
its behalf.
PASSED AND APPROVED by the City Council of the City of Anna, Texas, on this 24th day of
July, 2012.
APPROVED:
ATTEST:
Mike Crist, Mayor City Secretary
PAGE 1 OF 1
COLLIN COUNTY
June 25, 2012
City of Anna
Attn: Mayor
P.O. Box 776
111 N. Powell Pkwy
Anna, TX 75409
Re: Infierlocal Agreement for Environmental Services
Dear Sir:
Office of the Purchasing Agent
2300 Bloomdale Road
Suite 3160
McKinney, Texas 75071
www.collincountytx.gov
Please find the enclosed Amendment which wil( extend the above mentioned Agreement for a one
(1) year period beginning October 1, 2012, through and including September 30, 2013.
The charge for environmental services perFormed by the County for FY2013 will be 6 864.00. The
new amount is determined by the most recent North Texas Council of Governments population
projection of 8,580 citizens.
Please sign the enclosed amendment and return all copies as soon as possible, to the Collin County
Purchasing Department.
Upon completion, one (�}fully executed copy will be returned to you for your files.
Should you have any questions, please feel free to contact meat (972) 548-4103 or Metro (972)
424-1460, ext. 4103.
Sincererly, J j�'�,,
Matt Dobecka, CPPB
Collin County Purchasing Department
2300 Bloomdale Rd., Ste 3160
McKinney, Texas 75071
/md
Encl.
c: file
�JUL 2 2Di?.
Office of the Purchasing Agent
Collin County Administration Building
Contract Amendment Five (5 2300 Bloomdale Rd, Ste 3160
McKinney, TX 75071
972-548-4165
Vondor: City of Anna
Attn: Mayor
P.O. Box 776
Anna, TX 75409
Awarded by Court Order No.:
Contract Amendment No.:
Contract Amendment No.:
Contract Amendment No.:^
Contract Amendment No.:�
Contract Amendment No.:
1
Court
Order
No.
2
Court
Order
No.
3
Court
Order
No.
Effective Date 10/1/2012
Contract No. 10175-09
Contract Interlocal Agreement for
Environmental Services
2007-739-09-11
2008-774-09-23
2009-709-09-14
2010-693-09-13
4
Court
Order
No. 2011-802-10-10
5
Court
Order
No.
YOU ARE DIRECTED TO MAKE THE FOLLOWING AMENDMENT TO THIS CONTRACT
Extension of agreement for a one (1) year period as provided for in section 2.0 of the agreement.
Agreement shall be in effectfrom October �., 2012, through and including September 30, 2013.
Total amount for fiscal year 2013: $6,864.00
Except as provided herein, aA terms and conditions of the contract remain in full force and effect
and may only be modified in writing signed by both parties.
ACCEPTED BY:
CITY OF ANNA
P.O. Box 776
Anna, TX 75409
SIGNATURE
TLE:
DATE:
ACCEPTED AND AUTHORIZED BY
AUTHORITY OF COLLIN COUNTY
COMMISSIONERS' COURT
Collin County Administration Building
2300 Bloomdale Rd, Ste 3160
McKinney, Texas 75071
Frank Ybarbo
Purchasing Agent
DATE:
Council Meeting: July 24, 2012
Account Code #: N/A
Budgeted Amount: N/A
Item No. 5 Lb)
City Secretary's use only
City of Anna
City Council Agenda
Staff Report
Staff Contact: Maurice Schwanke
Date Prepared: 07/19/12
Exhibits: ❑Yes ■ No
AGENDA SUBJECT: Recognition of donation from Chambersville Tree Farms.
SUMMARY: The Chambersville Tree Farm has generously donated trees to the City of
Anna that will be used in parks and around City buildings. The donation value was over
$8,700. The following is a listing of the donated trees:
79 —15 gal. Cedrus Deodora (Bills Blue)
8 — 15 gal. Red Oak multi -trunks
1 45 gal. Leyland Cypress
13 — 15 gal. River Birch multi -trunks
5 — 20 gal. Summer Red Maple
8 — 15 gal. October Glory Maple
The City Public works department picked the trees up from Chambersville Tree Farm and
transported them to the Public Works bung where they are under irrigation until such
time as they will find their permanent home. Several of the trees have been planted.
RECOMMENDED ACTION: Presentation.
to
I ti7ii i oY l�l:fi�`I
Council Meeting: July 24, 2012
Account Code #:
Budgeted Amount:
Item No. 7
City Secretary's use only
City of Anna
City Council Agenda
Staff Report
Staff Contact: Chief Roma
Exhibits: ❑Yes ❑ No
AGENDA SUBJECT: Recognition of Hurricane Creek Country Club Staff
SUMMARY: Sudden Cardiac Arrest (SCA) is a leading cause of death in the United States
killing more than 300,000 people each year. Often times the difference between life and death
for a victim of SCA is rapid intervention and use of an Automated External Defibrillator by a
willing rescuer. In 2010 and again earlier this year, two golfers suffered a SCA while out on the
course at Hurricane Creek. The staff of the club, specifically Clubhouse Manager Tony Escanlar,
Head Golf Pro Jim Stalder and Club General Manager Greg Morrison responded out onto the
course with the clubs AED in advance of the arrival of EMS personnel. In both cases, the AED
was applied and a number of shocks delivers to the victim. In both cases, the victims were
successfully resuscitated and have made full recoveries and are still able to playing golf at
Hurricane Creek. If not for the willingness of the staff of Hurricane Creek to become "first
responders" and apply the training they had received and utilize the AED, the victims of these
SCA events may well not have survived.
RECOMMENDATION: Recognize and thank Tony Escanlar, Jim Stalder and Greg Morrison
foI their willingness to act in saving the lives of others through the effective use and application
of an AED at Hurricane Creek Country Club.
Council Meeting: July 24, 2012
Item No. 8
City Secretary's use only
City of Anna
City Council Agenda
Staff Report
Staff Contact: Chief Roma
Account Code #:
Budgeted Amount: Exhibits: ❑ Yes ❑ No
AGENDA SUBJECT: Introduction of Anna Fire Department Medical Director.
SUMMARY: The Anna Fire department has recently started to provide first responder service
at the Advanced Life Support level. Critical to the provision of this level of service is the
guidance and direction of a physician "Medical Director" under whose license medical personnel
of the AFD practice lifesaving procedures in the field.
Dr. James Frame is the Medical Director for the Anna Fire department. He is currently a Board
Certified Emergency Physician practicing at Medical Center of Plano. Dr. Frame is a Flight
Surgeon with the Air Force Reserve and has served in Afghanistan.
y{OUR} gOMETOWN
Council Meeting: July 24, 2012
Account Code #: N/A
Budgeted Amount: N/A
Item No. 9
City Secretary's use only
City of Anna
City Council Agenda
Staff Report
Staff Contact: Clayton Fulton
Date Prepared: 7/19/12
Exhibits: � Yes Q No
AGENDA SUBJECT: Presentation of the FY 2013 Budget
SUMMARY: The Finance Director will present the City Council with the draft of the
proposed FY 13 budget. The proposed budget will be reviewed in detail with City
Council at the budget workshop scheduled for July 31.
RECOMMENDATION:
n
Council Meeting: July 24, 2012
Account Code #: N/A
Budgeted Amount:
N/A
Item No. 10
City Secretary's use only
City of Anna
City Council Agenda
Staff Report
Staff Contact: Clayton Fulton
Date Prepared: 7/19/12
Exhibits: ❑Yes Q No
AGENDA SUBJECT: Consider/Discuss/Action approving a Resolution setting the date
and time for a Public Hearing on the proposed FY 2012-2013 City of Anna Budget.
SUMMARY: Staff recommends that 7:30 p.m. on August 14, 2012 at Anna City Hall
be named as the setting, date, and time for the public hearing on the FY 2012-2013
budget.
RECOMMENDATION: Staff recommends that the Council approve the resolution.
CITY OF MINIMA, TEXAS
RESOLUTION NO.
A RESOLUTION OF THE CITY OF ANNA, TEXAS NAMING THE DATE AND PLACE
OF A PUBLIC HEARING ON THE FY 2011=2012 BUDGET
WHEREAS, Section 7.02 of the City of Anna, Texas (the "City") Home Rule Charter (the
"Charter") states that on or before the 15t" day of August of the fiscal year, the City
Manager must submit to the City Council a budget for the ensuing fiscal year; and
WHERAS, Section 7.05 of the Charter states that at the City Council meeting when the
budget is submitted, the City Council must name the date and place of a public hearing
on said budget;
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
ANNA, TEXAS THAT:
Section 1. Recitals Incorporated
The recitals set forth above are incorporated herein for all purposes as if set forth in full.
Section 2. Date of Public Hearing and Publication of Notice
The Council hereby sets August 14, 2012 at 7:30 p.m. as the date and time for the
public hearing on the FY 2012-2013 budget, said hearing to be held in the City Council
Chambers of the Municipal Building located at 111 N. Powell Parkway in Anna, Texas.
The Council further directs that notice of the time and place of the public hearing be
published in the official newspaper of the City as required in Section 7.05 of the Charter.
PASSED AND APPROVED by the City Council of the City of Anna, Texas on this 24th
daWY of July, 2012.
APPROVED:
Mike Crist, Mayor
ATTEST:
Natha Wilkison, City Secretary
Res. 2011-07-11 Pub. Hearing on FY 12 Budget PAGE 1 OF 1 07-26-11
xora�rowx
Council Meeting: July 24, 2012
Account Code #: See exhibt
Item No. 11
City Secretary's use only
City of Anna
City Council Agenda
Staff Report
Staff Contact: Clayton Fulton
Date Prepared: 07/19/2012
Budgeted Amount: See exhibit Exhibits: Q Yes ❑ No
AGENDA SUBJECT: Consider/Discuss/Action adopting an ordinance amending the
2012 Fiscal Year Budget.
SUMMARY: As reported in monthly budget reports, staff anticipated a number of
amendments would be necessary for the FY 12 budget. The proposed budget amendment
increases revenue by $204,714 and expenses by $201,507. The amendment to the
General Fund does not require the use of the General Fund contingency allocation and is
100% funded by increased revenue. The Utility Fund amendment does require the use of
unrestricted net assets.
The following items are recommended for an amendment to the FY 12 budget.
1. General Fund Revenue
2. Contract Services
3. Dues
4. Legal Expense
5. Maintenance and Repair of Vehicles
6. Machinery and Equipment
7. Ambulance Services
8. Fuel
9. Misc. Services
Gerrer°al Farad Revenue - $204 380
Certain General Fund revenue streams have not been as strong and anticipated; however,
sales tax and development revenue are expected to negate those revenue streams and
provide a set gain of $204,714. Development revenue is already at 288% of budget and
sales tax is tracking higher than expected with being up 10% over this point in FY 11.
This represents 6% of the amended budget.
Contract Services — $70 500
Item No. 11
City Secretary's use only
This is to cover additional building inspections due to increased building activity and to
cover the Code Red service which was erroneously omitted from the FY 12 budget.
Dzzes - $1,800
This is to cover the additional costs of the Tex 21 membership and for the Texas
Municipal League membership.
Le a�- l Expense - $45, 000
Legal expenses have increased beyond what was initially budgeted due to an increased
number of public information requests and law suits filed against the City.
Maintenance & Repair• of hehicles - $I1,000
Significant and unexpected repairs were required for the Rescue-901 engine in the Fire
Department costing $7,500. Additionally, the Police Department had a patrol car's
transmission fail and other unexpected repairs.
Machirrez;y cmd Edzzipment - $48, 700
Upgrade of radios to operate under new federal guidelines and be compatible with Collin
County's radio system
Ambzzlance Sez°vices - $12.007
Collin County contracts with American Medical Response to provide ambulance services
and the City contracts with Collin County. The County approved an increase in the AMR
contract which is being passed down the City.
Fuel - $12, 000
Fuel costs have increased over the past FY beyond original estimates for FY 12.
Miscellaneous Se�wices - $57 256
This increase is due to the GTUA adminish•ative charges for managing a portion of our
water and sewer debt. This amendment will be funded by the use of working capital
reserves. The estimated balance in working capital reserves will be $398,298.
The attached exhibits will provide greater detail on the proposed budget amendments and
summarize the amendment's effect upon each fimd's budget.
RECOMMENDED ACTION: Approve the amendments to the budget as outlined in
the attached exhibit.
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Coil _ZV7I" W1i!1_1
ORDINANCE NO.
AN ORDINANCE AMENDING ORDINANCE NO. 556-2011 ADOPTING THE BUDGET
FOR THE 2011=2012 FISCAL YEAR BUDGET; PROVIDING FOR SAVINGS,
SEVERABILITY, AND REPEALING CLAUSES; PROVIDING FOR AN EFFECTIVE
DATE; AND PROVIDING FOR THE PUBLICATION OF THE CAPTION HEREOF.
WHEREAS, on September 6, 2011, the City Council of the City of Anna, Texas ("City
Council"), after a duly noticed public hearing as required under Texas Local Gov't Code
§102.106, and in accordance with applicable provisions of the City of Anna, Texas
Home -Rule Charter ("Charter"), adopted a budget of all municipal appropriations and
expenditures for the 2011-2012 fiscal year; and
WHEREAS, the City is authorized to make this budget amendment by majority vote of
the City Council under Section 7.09 of the Charter;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
ANNA, TEXAS THAT:
SECTION 1. The recitals contained in the preamble hereof are hereby found to be true,
and such recitals are hereby made a part of this ordinance for all purposes and are
adopted as a part of the judgment and findings of the City Council with respect to the
budget amendments described herein.
SECTION 2. The City Council of the City officially finds, determines, and declares that
the City of Anna 2011-2012 fiscal year budget is hereby amended with respect to its
General Fund (Fund No. 10) as set forth in the original budget adopted under Ordinance
No. 556-2011 and amended under Ordinance No. 571-2012 by replacing the
information regarding said fund with the information relating to said fund set forth in the
attached Exhibit A, incorporated herein for all purposes.
SECTION 3. The City Council of the City officially finds, determines, and declares that
the City of Anna 2011-2012 fiscal year budget is hereby amended with respect to its
Utility Fund (Fund No. 60) as set forth in the original budget adopted under Ordinance
No. 556-2011 and amended under Ordinance No. 571-2012 by replacing the
information regarding said fund with the information relating to said fund set forth in the
attached Exhibit B, incorporated herein for all purposes.
SECTION 4. Upon adoption and execution of this ordinance, the City Secretary is
directed to attach same and its exhibits to the original City of Anna 2011-2012 fiscal
year budget in all places where said budget is filed as of public record or posted for
public inspection.
CITY OF ANNA, TEXAS ORDINANCE NO. PAGE 1 OF 2
SECTION S. If any provision of this ordinance or the application thereof to any person
oI circumstance shall be held to be invalid, the remainder of this ordinance and the
application of such provision to other persons and circumstances shall nevertheless be
valid, and the City Council hereby declares that this ordinance would have been
enacted without such invalid provision.
SECTION 6. It is officially found, determined, and declared that the meeting at which
this ordinance is adopted was open to the public and public notice of the time, place,
and subject matter of the public business to be considered at such meeting, including
this ordinance, was given, all as required by Chapter 551, as amended, Texas
Government Code.
PASSED, APPROVED, AND ADOPTED on first and final reading on this 24t" day of
July, 2012.
ATTESTED:
City Secretary, Natha Wilkison
CITY OF ANNA, TEXAS
APPROVED:
Mayor, Mike Crist
ORDINANCE NO.
PAGE20F2
CITY OF ANHA, TE%AS
Council Meeting: July 24I 2012
Account Code #: n/a
Budgeted Amount: sales tax bonds
Item No. 12
City Secretary's use only
City of Anna
City Council Agenda
Staff Report
Staff Contact: Jessica Perkins
Exhibits: X_ Yes No
AGENDA SUBJECT: Consider/Discuss/Action on a Resolution approving resolutions
of the Anna Community Development Corporation authorizing the issuance and sale of
sales tax revenue bonds and sales tax revenue refunding bonds by the Corporation;
approving a sales tax remittance agreement; and enacting other provisions relating to the
subject. (Jessica Perkins)
SUMMARY: The Anna CDC has worked with staff to prepare bonds to be issued in the
amount of 1.6 million to cover the cost to complete Phase II of Slayter Creek Park and
possibly other park amenities.
STAFF RECOMMENDATION: Staff recommends you approve the resolution.
RESOLUTION APPROVING RESOLUTIONS OF THE ANNA COMMUNITY DEVELOPMENT
CORPORATION AUTHORIZING THE ISSUANCE AND SALE OF SALES TAX REVENUE BONDS
AND SALES TAX REVENUE REFUNDING BONDS BY THE CORPORATION; APPROVING A SALES
FAX REMITTANCE AGREEMENT; AND ENACTING OTHER PROVISIONS RELATING TO THE
SUBJECT
WHEREAS, the Anna Community Development Corporation (the "Corporation") has been
incorporated and exists and operates as a duly constituted authority and instrumentality of the City of Anna,
Texas (the "City"), created pursuant to Section 4B of Article 5190.6 of the Revised Civil Statutes of Texas,
as amended (the "Act"), and now operates under Chapters 501, 502 and 505, Texas Local Government Code;
WHEREAS, there has been presented to this City Council a resolution (the "2012-A Bond
Resolution) of the Board of Directors of the Corporation authorizing the issuance and sale of the
Corporation's Sales Tax Revenue Refunding Bond, Series 2012-A for the purpose of providing funds to
refs id a portion of the Corporation's outstanding indebtedness;
WHEREAS, there has also been presented to this City Council a resolution (the "2012-B Bond
Resolution, and together with the 2012-A Bond Resolution, the "Resolutions") of the Board of Directors of
the Corporation authorizingthe issuance and sale ofthe Corporation's Sales Tax Revenue Bonds, Series 2012-
3 for the purpose of providing funds for public park and open space improvements including recreational
facilities, parking facilities and related infrastructure, and other purposes permitted by law (the "Projects"),
in order to provide improvements for public park and open space purposes and in order to promote and
encourage employment and public welfare and to promote and develop new and expanded business
enterprises;
WHEREAS, there has been presented to this City Council a Sales Tax Remittance Agreement,
between the Corporation and the City, pursuant to which sales taxes collected by the City for the benefit of
the Corporation pursuant to the Act shall be transferred and deposited into a find for the use by the
Corporation in the furtherance of its authorized powers and purposes;
WHEREAS, this City Council finds and determines that it is necessary and appropriate to approve
the Resolutions and to approve the execution and delivery of said Sales Tax Remittance Agreement for the
purposes hereinabove provided; Now, Therefore
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA:
Section 1. The recitals set forth in the preamble hereof are incorporated herein and shall have the
same force and effect as if set forth in this Section. The 2012-A Bond Resohrtion, attached hereto as Exhibit
A, is hereby approved and the issuance by the Corporation of a sales tax revenue bond in the principal amount
of $360,000 (the "Series 2012-A Bond"), for the purpose of providing finds to refund a portion of the
Corporation's outstanding indebtedness; and said 2012-A Bond Resolution, the Series 2012-A Bond and the
Corporation's use of the proceeds of the Series 2012-A Bond for the purposes hereinabove stated, are hereby
approved as a program of the Corporation pursuant to the Act.
Section 2. The 2012-13 Bond Resolution, attached hereto as Exhibit B, is hereby approved and the
issuance by the Corporation of a sales tax revenue bond in the principal amount of $1,645,000 (the "Series
2012-13 Bond", and together with the Series 2012-A Bond, the "Bonds"), for the purpose of providing funds
for the Projects, in order to provide improvements for public park and open space purposes and in order to
promote and encourage employment and public welfare and to promote and develop new and expanded
business enterprises; and said Bond Resolution, the Series 2012-13 Bond and the Corporation's use of the
proceeds of the Series 2012-13 Bond for the purposes hereinabove stated are hereby approved as a program
of the Corporation pursuant to the Act.
Section 3. The Sales Tax Remittance Agreement by and between the City and the Corporation, in
substantially the form attached hereto as Exhibit C, is hereby approved and the Mayor is hereby authorized
and directed to execute said agreement. For so long as the Bonds are outstanding, the City covenants, agrees
and warrants, to the extent permitted by law, to cause no reduction, abatement or exemption in the sales tax
below the rate voted at the election held by and within the City on May 1, 1999, and to cause such sales tax
to be collected and deposited in accordance with the Sales Tax Remittance Agreement.
Section 3. This Resolution shall be effective immediately upon adoption.
SIGNED AND SEALED this
ATTEST:
City Secretary
City of Anna, Texas
Mayor
City of Anna, Texas
[CITY SEAL]
EXHIBIT A
2012-A Bond Resolution
(See attached)
RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF ANNA COMMUNITY
DEVELOPMENT CORPORATION SALES TAX REVENUE REFUNDING BOND, SERIES 2012-A;
PROVIDING FOR THE SECURITY FOR AND PAYMENT OF SAID BOND, APPROVING AN
ESCROW AGREEMENT AND A SALES TAX REMITTANCE AGREEMENT; AND ENACTING
OTHER PROVISIONS RELATING TO THE SUBJECT
THE STATE OF TEXAS
ANNA COMMUNITY DEVELOPMENT CORPORATION §
WHEREAS, Anna Community Development Corporation (the "Issuer") is anon -profit industrial
development corporation created, existing and governed by the Development Corporation Act, formerly
Article 5190.6, Texas Revised Civil Statutes, as amended, and now operates and exists and is governed under
the recodified provisions of such Act, as a Type B corporation, as such Act has been codified in Chapters 501
through 507, Texas Local Government Code, as amended (the "Act");
WHEREAS, pursuant to the authority granted in the Act, the City of Anna, Texas (the "City") has
levied a one-half of one percent sales and use tax for the benefit of the Issuer (the "Sales Tax"), to be used
exclusively for the purposes set forth in the Act;
WHEREAS, pursuant to the authority granted in the Act, the Issuer has previously issued, and there
is presently outstanding, a Promissory Note of the Issuer payable from a pledge by the Issuer of the Sales Tax
dated as of August 20, 2008 (the "Refunded Obligation"), executed and delivered by and between the Issuer
and the Office of the Governor Economic Development and Tourism Division (the "Division") to evidence
the obligations of the Issuer set forth in Section 4.2 of the Loan Agreement dated as of August 20, 2008 (the
"Loan Agreement") between the Issuer and the Division, which Refunded Obligation is currently outstanding
in the aggregate principal balance of $377,243.60;
WHEREAS, the Issuer now desires to refined the Refunded Obligation, and Section 501.213, Texas
Local Govermnent Code, authorizes the Issuer to issue refunding bonds for the purpose of refiulding any
outstanding "bonds" ofthe Issuer, which term includes evidences of indebtedness, including bonds and notes,
and Section 4.4 of the Loan Agreement provides that the Issuer may prepay all or any part of the Refunded
Obligation;
WHEREAS, the bond hereafter authorized is being issued and delivered pursuant to the Act;
WHEREAS, there has been presented to this Board of Directors a Sales Tax Remittance Agreement,
between the Issuer and the City, pursuant to which sales taxes collected by the City for the benefit of the
Issuer pursuant to the Act shall be transferred and deposited into a fund for the use by the Issuer in the
furtherance of its authorized powers and purposes; and
WHEREAS, It is officially found, determined, and declared that the meeting at which this Resolution
has been adopted was open to the public and public notice of the time, place and subject matter of the public
business to be considered and acted upon at said meeting, including this Resolution, was given, all as required
by the applicable provisions of Tex. Gov't Code Ann. ch. 551; Now, Therefore
BE IT RESOLVED BY THE BOARD OF DIRECTORS OF ANNA COMMUNITY DEVELOPMENT
CORPORATION:
Section 1. DEFINITIONS.
"Act" shall mean the Development Corporation Act, formerly Article 5190.6, Texas Revised Civil
Statutes, as amended, as such Act has been recodified in Chapters 501 through 507, Texas Local Government
Code, as amended.
"Additional Obligations" shall mean bonds, notes or other evidences of indebtechiess which the Issuer
reserves the right to issue or enter into, as the case may be, in the fixture in accordance with the terms and
conditions provided in Section 14 hereof and which, together with the Bond, are equally and ratably secured
by a parity pledge of and claim on the Pledged Revenues.
"Average Annual Debt Service" means that amount which, at the time of computation, is derived by
dividing the total amount of Debt Service to be paid over a period of years as the same is scheduled to become
due and payable by the number of years taken into account in determining the total Debt Service. Capitalized
interest payments provided from proceeds or borrowings of the Issuer shall be excluded in making the
aforementioned computation.
"Board" shall mean the Board of Directors of the Issuer.
"Bond" or "Bonds" shall mean the Anna Community Development Corporation Sales Tax Revenue
Refunding Bond, Series 2012-A, in the aggregate principal amount of $392,000, authorized to be issued by
this Resolution.
"City" shall mean the City of Anna, Texas.
"Code" shall mean the Internal Revenue Code of 1986, as amended.
"Comptroller" shall mean the Comptroller of Public Accounts of the State of Texas, and any
successor official or officer thereto.
"Credit Facility" shall mean (i) a policy of insurance or a surety bond, issued by an issuer of policies
of insurance insuring the timely payment of debt service on governmental obligations, provided that at the
time of acquisition of a Credit Facility a Rating Agency having an outstanding rating on Parity Obligations
would rate the Parity Obligations fully insured or guaranteed by the issuer of the Credit Facility based on the
rating of the issuer• of the Credit Facility in one of its two highest generic rating categories for such
obligations; and (ii) a letter or line of credit issued by any financial institution, provided that a Rating Agency
having an outstanding rating on the Parity Obligations would rate the Parity Obligations in one of its two
highest generic rating categories for such obligations if the letter or line of credit proposed to be issued by
such financial institution secured the timely payment of the entire principal amount of the Parity Obligations
and the interest thereon.
"Credit Facility Payment" means any payment the Issuer is obligated to make from amounts deposited
in the Reserve Fund with respect to a Credit Facility.
"Debt Service" means, as of any particular date of computation, with respect to any obligations and
with respect to any period, the aggregate of the amounts to be paid or set aside by the Issuer as of such date
or in such period for the payment of the principal of, premium, if any, and interest (to the extent not
capitalized) on such obligations; assuming, in the case of obligations without a fixed numerical rate of
interest, that such obligations bear, or would have borne, interest at the maximum legal per annum rate
applicable to such obligations, and further assuming in the case of obligations required to be redeemed or
2
prepaid as to principal prior to maturity, the principal amounts thereof will be redeemed prior to maturity in
accordance with the mandatory redemption provisions applicable thereto.
scal Year" shall mean the fiscal year of the Issuer, being the twelve month period ending
September 30 of each year.
"Holder," "Registered Owner" or words of similar import means the registered owner of the Bond
from time to time as shown in the books kept by the Paying Agent/Registrar as bond registrar and transfer
agent.
"Investment Act" shall mean the Public Funds Investment Act, Chapter 2256, Texas Government
Code, as amended.
"Issuer" shall mean Anna Community Development Corporation.
"Maximum Annual Debt Service" shall mean the highest amount of Debt Service due on the Parity
Obligations in any Fiscal Year.
"Outstanding", when used in this Resolution with respect to Parity Obligations, including the Bond,
means, as of the date of determination, all Parity Obligations theretofore sold, issued and delivered by the
Issuer, except:
(1) those Parity Obligations canceled or delivered to the transfer agent or registrar for
cancellation in connection with the exchange or transfer of such obligations;
(2) those Parity Obligations paid or deemed to be paid in accordance with the provisions of
Section 17 hereof or similar provisions of any resolution authorizing the issuance of Additional
Obligations.
(3) those Parity Obligations that have been mutilated, destroyed, lost, or stolen and
replacement obligations have been registered and delivered in lieu thereof.
"Parity Obligations" shall mean, collectively, the Bond and Additional Obligations.
"Paying Agent/Registrar" shall mean the financial institution so designated in accordance with the
provisions of Section 4 of this Resolution.
"Pledged Revenues" shall mean all of the Issuer's receipts of the Sales Tax, less any amounts due or
owing to the Comptroller as charges for collection or retention by the Comptroller for refunds and to redeem
dishonored checks and drafts, to the extent such charges and retentions are authorized or required by law.
"Rating Agency" shall mean any nationally recognized municipal securities rating agency.
"Required Reserve" shall mean an amount equal to Maximum Annual Debt Service; provided,
however, that for in any Fiscal Year in which the amount of the Sales Tax is equal to or greater than 1.50
times the amount of the Maximum Annual Debt Service, the amount of the Required Reserve shall be $0.00.
"Sales Tax" shall mean the one-half of one percent sales and use tax levied by the City within the
boundaries of the City as they now or hereafter exist, together with any increases in the aforesaid rate if
3
provided and authorized by the laws of the State of Texas, including specifically the Act, and collected for
the benefit of the Issuer, all in accordance with the Act, including particularly Chapter 505 thereof.
"Transfer Agreement" shall mean the Sales Tax Remittance Agreement dated as of July 24, 2012,
between the City and the Issuer.
Section 2. RECITALS, AMOUNT AND PURPOSE OF THE BOND. The recitals set forth in the
preamble hereof are incorporated herein and shall have the same force and effect as if set forth in this Section.
The bond of the Anna Community Development Corporation (the "Issuer") is hereby authorized to be issued
and delivered in the aggregate principal amount of $392,000 for the public purpose of providing finds to
refund a portion of the Issuer's outstanding indebtedness payable from the Pledged Revenues, and to pay the
costs incurred in connection with the issuance of the Bond.
Section 3. DESIGNATION, DATE, DENOMINATION, NUMBER, AND MATURITY AND
INTEREST RATE OF BOND. Each bond issued pursuant to this Resolution shall be designated: "ANNA
COMMUNITY DEVELOPMENT CORPORATION, SALES TAX REVENUE REFUNDING BOND,
SERIES 2012-A," and initially there shall be issued, sold, and delivered hereunder one fully registered bond,
without interest coupons, dated August 1, 2012, in the denomination and principal amount of $392,000,
numbered R-1, with any bond issued in replacement thereof being in the denomination and principal amount
hereinafter stated and numbered consecutively from R-2 upward, payable in installments to the registered
owner thereof, or to the registered assignee of said bond (in each case, the "Registered Owner"). Principal
of said Bond shall mature and be payable in installments on the dates and in the amounts stated in the FORM
OF BOND set forth in this Resolution. The Bond shall bear interest on the unpaid balance of the principal
amount thereof from the date of delivery to the scheduled due date of the principal installments of the Bond
at the rates per annum, and said interest shall be payable in the manner provided and on the dates, stated in
the FORM OF BOND set forth in this Bond.
The term "Bond" as used in this Resolution shall mean and include collectively the bond initially
issued and delivered pursuant to this Resolution and any substitute bond exchanged therefor, as well as any
other substitute or replacement bond issued pursuant hereto, and the term "Bond" shall mean any such bond.
Section 4. CHARACTERISTICS OF THE B(-IND.
(a) Registration, Transfer AU L e; Authentication. The Issuer shall keep or cause to be kept
at the principal corporate trust office of ,Texas (the
"Paying Agent/Registrar"), books or records forthe registration of the transfer and exchange 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 and exchanges under such
reasonable regulations as the Issuer and Paying Agent/Registrar may prescribe; and the Paying
Agent/Registrar shall make such registrations, transfers and exchanges as herein provided. The Paying
Agent/Registrar shall obtain and record in the Registration Books the address ofthe Registered Owner of each
Bond to which payments with respect to the Bond shall be mailed, as herein provided; but it shall be the duty
of each Registered Owner 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, transfer,
exchange and delivery of a substitute Bond. Registration of assignments, transfers and exchanges of a Bond
4
shall be made in the manner provided and with the effect stated in the FORM OF BOND set forth in this
Resolution. Each substitute Bond shall bear a letter and/or number to distinguish it from each other Bond.
Except as provided in Section 4(c) of this Resolution, 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 any Bond surrendered for exchange. 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 exchange of any Bond, and the Paying Agent/Registrar shall provide for the
printing, execution, and delivery of a substitute Bond in the manner prescribed herein. Pursuant to Chapter
1201, Government Code, as amended, the duty of transfer of a Bond as aforesaid is hereby imposed upon the
Paying Agent/Registrar, and, upon the execution of said Bond, the exchanged Bond shall be valid,
incontestable, and enforceable in the same manner and with the same effect as the Bond that initially was
issued and delivered pursuant to this Resolution, approved by the Attorney General and registered by the
Comptroller of Public Accounts.
(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
Resolution. 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, shall properly and accurately record all payments on
the Bond on the Registration Books, and shall keep proper records of all exchanges of a Bond, and all
replacements of a Bond, as provided in this Resolution. However, in the event of a nonpayment of interest
on a scheduled payment date, and for 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 past due interest shall be sent at least five
business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the
address of the Registered Owner 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 Registered Owner thereof,may be
exchanged for another Bond, (iii) may be transferred and assigned, (iv) shall have the characteristics, (vi)
shall be signed, 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 Resolution. The Bond initially issued and delivered
pursuant to this Resolution 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 issued under this Resolution
the Paying Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION
CERTIFICATE, in the form set forth in the FORM OF BOND.
(d) The Issuer covenants with the Registered Owner of the 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 entity to act as and perform the services of Paying Agent/Registrar for the Bond under
this Resolution, 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 20 days written notice to the Paying
Agent/Registrar, to be effective not later than 15 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
E
other agency to act as Paying Agent/Registrar under this Resolution. 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 Registered Owner 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
Resolution, and a certified copy of this Resolution shall be delivered to each Paying Agent/Registrar.
(e) Except as provided below, no Bond shall be valid or obligatory for any purpose or be entitled to
any security or benefit of this Resolution unless and until there appears thereon the Bond of Paying
Agent/Registrar substantially in the form provided in this Resolution, duly authenticated by manual execution
of the Paying Agent/Registrar. It shall not be required that the same authorized representative of the Paying
Agent/Registrar sign the Certificate of Paying Agent/Registrar on the Bond. In lieu of the executed
Certificate of Paying Agent/Registrar described above, the Initial Bond delivered on the closing date shall
have attached thereto the Comptroller's Registration Certificate substantially in the form provided in this
Resolution, manually executed by the Comptroller of Public Accounts of the State of Texas or by his duly
authorized agent, which certificate shall be evidence that the Initial Bond has been duly approved by the
Attorney General of the State of Texas and that it is a valid and binding obligation of the Issuer, and has been
registered by the Comptroller.
(f) Cancellation of Initial Bond. On the closing date, one initial Bond representing the entire
principal amount of the Bond, payable in stated installments to the purchaser designated in Section 21 or its
designee, executed by manual or facsimile signature of the President of the Board and Secretary of the Board
of the Issuer, approved by the Attorney General of Texas, and registered and manually signed by the
Comptroller of Public Accounts of the State of Texas, and with the date of delivery inserted thereon by the
Paying Agent/Registrar, will be delivered to such purchaser or its designee.
Section 5. FORM OF BOND. The form ofthe Bond, including the form
(a) Form of Bond.
NO. R- UNITED STATES OF AMERICA PRINCIPAL
STATE OF TEXAS AMOUNT
$392,000
ANNA COMMUNITY DEVELOPMENT CORPORATION
SALES TAX REVENUE REFUNDING BOND
SERIES 2012-A
Interest Rate Delivery Date
As Shown Below
REGISTERED OWNER:
C�
PRINCIPAL AMOUNT: DOLLARS
ANNA COMMUNITY DEVELOPMENT CORPORATION (the "Issuer"), being a nonstock,
nonprofit industrial development corporation organized and existing under the laws of the State of Texas,
including particularly the Development Corporation Act, formerly Article 5190.6, Texas Revised Civil
Statutes, as amended, and now operating, existing and governed by the recodified provisions of such Act as
a Type B corporation, under such Act, as such Act has been codified in Chapters 501 through 507, Texas
Local Government Code, as amended (the "Act"), and acting on behalf of the City of Anna, Texas (the
"City"), for value received, promises to pay, from the sources described herein, to the registered owner
specified above, or registered assigns, the principal amount specified above, and to pay interest thereon, from
the Delivery Date set forth above, on the balance of said principal amount from time to time remaining
unpaid, at the rate per annum set forth above, calculated on the basis of a 360-day year of twelve 30-day
months. The unpaid principal of this Bond shall mature and be payable in installments on the dates and in
the principal installment amounts, and shall bear interest, calculated on the basis of basis of a 360-day year
of twelve 30-day months, at the per annum rates, all as set forth in the following schedule:
Payment Principal Interest Payment Principal Interest
Date Installment Rates Date Installment Rates
February 15, 2013 $ 62,000 February 15, 2016 $ 66,000
February 15, 2014 63,000 February 15, 2017 68,000
February 15, 2015 64,000 February 15, 2018 6%000
THE PRINCIPAL OF AND INTEREST ON THIS BOND are payable in lawful money ofthe United
States of America, without exchange or collection charges. The Issuer shall pay interest on this Bond on
February 15, 2013 and on each August 15 and February 15 thereafter to the date of maturity. The last
principal installment ofthis Bond shall be paid to the registered owner hereof upon presentation and surrender
of this Bond at maturity at the principal office of , 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 registered owner 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 resolution of the
Issuer authorizing the issuance of this Bond (the "Bond Resolution") 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
registered owner hereof, at its address as it appeared on the last 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 registered owner.
ANY ACCRUED INTEREST due in connection with the final installment of principal of this Bond
shall be paid to the registered owner upon presentation and surrender of this Bond for payment at the principal
corporate trust office of the Paying Agent/Registrar. The Issuer covenants with the registered owner of this
Bond that on or before each principal payment date and interest payment date for this Bond it will make
available to the Paying Agent/Registrar, from the "Debt Service Fund" created by the Bond Resolution, 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 the principal of or interest on this Bond shall be a Saturday,
Sunday, a legal holiday or a day on which banking institutions in the city where the principal corporate trust
7
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 that 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 dated August 1, 2012, authorized in accordance with the Constitution and laws of
the State of Texas in the principal amount of $392,000 for the public purpose of refunding certain outstanding
obligations of the Issuer, and to pay the costs incurred in connection with the issuance of the Bond.
THE PAYING AGENT/REGISTRAR shall note in the Payment Record appearing on this Bond all
payments of principal installments on this Bond when made on their respective due dates, the date said
payment was made and the remaining unpaid principal balance of this Bond and shall then have said entry
signed by an authorized official of the Paying Agent/Registrar. The Paying Agent/Registrar shall also record
such information in the Bond Registration Books,
THIS BOND is issuable in the form of one fully -registered Bond without coupons in the
denomination of $392,000. This Bond may be transferred or exchanged as provided in the Bond Resolution,
only upon the registration books kept for that purpose at the above -mentioned office of the Paying
Agent/Registrar upon surrender of this Bond together with a written instrument of transfer or authorization
for exchange satisfactory to the Paying Agent/Registrar and duly executed by the registered owner or his duly
authorized attorney, and thereupon a new Bond of the same maturity and in the same aggregate principal
amount shall be issued by the Paying Agent/Registrar to the transferee in exchange therefor as provided in
the Bond Resolution, and upon payment of the charges therein prescribed. 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 interest due hereon and for all
other purposes. The Paying Agent/Registrar shall not be required to make any such transfer or exchange
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 Resolution that it promptly will appoint
a competent and legally qualified substitute therefor, and cause written notice thereof to be mailed to the
registered owner of the Bond.
THIS BOND shall not be valid or become obligatory for any purpose or be entitled to any security
or benefit under the Bond Resolution until the Certificate of Authentication shall have been executed by the
Paying Agent/Registrar or the Comptroller's Registration Certificate hereon shall have been executed by the
Texas Comptroller of Public Accounts.
IT IS HEREBY certified, recited, and covenanted that this Bond has been duly and validly
authorized, issued, sold, and delivered; that all acts, conditions, and things required or properto 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; that this Bond is a special obligation of the Issuer;
that neither the State of Texas, the City, nor any political corporation, subdivision, or agency of the State of
Texas, nor any member of the Board of Directors of the Issuer, either individually or collectively, shall be
obligated to pay the principal of or the interest on this Bond and neither the faith and credit nor the taxing
power (except as described below) of the State of Texas, the City, or any other political corporation,
subdivision, or agency thereof is pledged to the payment of the principal of oil the interest on this Bond; that
the principal of and interest on this Bond are secured by and payable from a first lien on and pledge of certain
funds created under the Bond Resolution and the revenues defined in the Bond Resolution as the "Pledged
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Revenues", which include the proceeds of a one-half of one percent sales and use tax levied for the benefit
of the Issuer by the City (the "Sales Tax") pursuant to Chapter 505 of the Act; and that the Registered Owner
hereof shall not have the right to demand payment of the principal of or interest on this Bond from any tax
proceeds other than the Sales Tax proceeds levied for the benefit of the Issuer by the City pursuant to Chapter
505 of the Act, or from any other source.
THE ISSUER HAS RESERVED the right in the Bond Resolution, subject to certain conditions set
forth therein, to issue obligations or incur indebtedness from time to time in the future on a parity with the
Bond with respect to the pledge of and lien on the Pledged Revenues which secures the Bond. The Issuer
may also issue obligations or incur indebtedness which is secured on a junior and subordinate lien with
respect to the Pledged Revenues
THE ISSUER HAS RESERVED THE RIGHT to amend the Bond Resolution as provided therein,
and under some (but not all) circumstances amendments thereto must be approved by the registered owner
of the Bond.
BY BECOMING the registered owner of this Bond, the registered owner thereby acknowledges all
of the terms and provisions of the Bond Resolution, agrees to be bound by such terms and provisions,
acknowledges that the Bond Resolution 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 Resolution constitute a contract between each registered owner hereof and the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual or facsimile
signature of the President of the Board of Directors of the Issuer and countersigned with the manual or
facsimile signature of the Secretary of the Board of Directors of said Issuer.
(signature) (signature)
Secretary, Board of Directors President, Board of Directors
(b) Form of Payment Record.
PAYMENT RECORD
Principal Payment
(amount and Remaining
Date of installments) to Principal
Payment which payment is Balance
applied)
Name and Title of
Authorized Officer
making Entry
Signature of Authorized
Officer
(c) Form of Payinr Arz nll Registrar's Authentication Certificate.
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an executed Registration
Certificate of the Comptroller of Public Accounts of the State of Texas)
It is hereby certified that this Bond has been issued under the provisions of the Bond Resolution
described in the text of this Bond; and that this Bond has been issued in replacement of, or in exchange for,
a Bond that 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:
(d) Form of Assi ng ment.
[NAME OF PAYING AGENT/REGISTRAR]
[CITY], Texas
Paying Agent/Registrar
By:
Authorized Representative
ASSIGNMENT
Please print or type clearly
For value received, the undersigned hereby sells, assigns and transfers
unto:
Transferee's Social Security or Taxpayer Identification Number:
Transferee's name and address, including zip code:
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.
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.
(e) Form of Registration Certificate of the Comptroller of Public Accounts.
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COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
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 by the Comptroller of Public
Accounts of the State of Texas.
Witness my signature and seal this
Comptroller of Public Accounts of the State of Texas
(COMPTROLLER'S SEAL)
Section 6. PLEDGE.
(a) The Bond and any interest payable thereon, and any Additional Obligations which may be issued
in accordance herewith and be Outstanding from time to time, and any interest payable thereon, are and shall
be secured by and payable from a first lien on and pledge of the Pledged Revenues. The Bond is and will be
secured by and payable only from the Pledged Revenues, and not from amounts on deposit in any other Funds
or accounts of the Issuer, and are not secured by or payable from a mortgage or deed of trust on any real,
personal or mixed properties of the Issuer. Neither the State of Texas, the City, nor any political corporation,
subdivision, or agency of the State of Texas, nor any member of the Board of Directors of the Issuer, either
individually or collectively, shall be obligated to pay the principal of or the interest on the Bond and neither
the faith and credit nor the taxing power (except as described below) of the State of Texas, the City, or any
other political corporation, subdivision, or agency thereof is pledged to the payment of the principal of or the
interest on the Bond. The Registered Owner of the Bond shall not have the right to demand payment of the
principal of or interest on this Bond from any tax proceeds other than the Sales Tax proceeds levied for the
benefit of the Issuer by the City pursuant to Section 4B of the Act, or from any other source.
(b) Article 1208, Government Code, applies to the issuance of the Bond and the pledge of the
Pledged 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 granted by the Issuer under this Section is to be subject to the
filing requirements of Chapter 9, 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, Business
& Commerce Code and enable a filing of a security interest in said pledge to occur.
Section 7. REVENUE FUND. There shall be created and established on the books of the Issuer, and
accounted for separate and apart from all other funds of the Issuer, a special trust fund entitled the "Anna
Community Development Corporation Sales Tax Revenue Fund" (hereinafter called the "Revenue Fund").
All Pledged Revenues shall be credited to the Revenue Fund immediately upon receipt. All Pledged
Revenues deposited into the Revenue Fund shall promptly be transferred to the following fiends in the
following order of priority:
FIRST: To the payment of the amounts required to be deposited in the Debt Service Fund
for the payment of Debt Service on the Parity Obligations as the same becomes due and payable;
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SECOND: To the payment of the amounts required to be deposited in the Reserve Fund
pursuant to this Resolution or any resolution relating to the issuance of Parity Obligations;
THIRD: To the payment of amounts required to be deposited in any other fund or account
required by any resolution authorizing the issuance of Parity Obligations; and
FOURTH: To airy fiuld or account held at any place or places, or to any payee, required by
any other resolution of the Board which authorized the issuance of obligations or the creation of debt
of the Issuer having a lien on the Pledged Revenues subordinate to the lien created herein on behalf
of the Parity Obligations,
Airy Pledged Revenues remaining in the Revenue Fund after satisfying the foregoing payments, or
making adequate and sufficient provision for the payment thereof, may be appropriated and used for any other
lawful purpose now or hereafter permitted by law.
Section 8. DEBT SERVICE FUND.
(a) For the sole purpose of paying the principal of and interest on the Parity Obligations Outstanding
at any time, as the same come due (including principal coming due as a result of any mandatory redemption
of the Parity Obligations), there shall be created and established on the books of the Issuer a separate trust
fund entitled the "Anna Community Development Corporation Sales Tax Revenue Bonds Debt Service Fund"
(hereinafter called the "Debt Service Fund"). The Issuer covenants that there shall be deposited into the Debt
Service Fund prior to each principal and interest payment date from the Pledged Revenues an amount equal
to one hundred per cent (100%) of the interest on and the principal of the Bond then falling due and payable,
and such deposits to pay principal and accrued interest on the Bond shall be made in substantially equal
monthly installments on or before the 25th day of each month, beginning on or before the 25th day of the
month next following the delivery of the Bond to the initial purchasers thereof; provided, however, that in
any Fiscal Year the Issuer may elect to fund the Debt Service Fund on an accelerated basis and at any time
when amounts on deposit in the Debt Service Fund are sufficient to make payment of all principal and interest
coming due on the Outstanding Parity Obligations within the next twelve months, such deposits of Pledged
Revenues to the Debt Service Fund may be discontinued, until there is once again an amount less than the
principal and interest coming due on the Outstanding Parity Obligations within the next twelve months, at
which time such deposits shall be resumed.
(b) The required deposits to the Debt Service Fund for the payment of principal of and interest on
the Bond shall continue to be made as hereinabove provided until (i) the total amount on deposit in the Debt
Service Fund is equal to the amount required to frilly pay and discharge the Bond (principal and interest) then
Outstanding or (ii) the Bond is no longer Outstanding.
Section 9. RESERVE FUND.
(a) There shall be created and ordered held at a depository of the Issuer, for the benefit of all Parity
Obligations, the "Anna Community Development Corporation Sales Tax Revenue Bonds Reserve Fund"
(hereinafter called the "Reserve Fund"). To the extent that the amount on deposit in the Reserve Fund is at
any time of calculation less than the Required Reserve, the Issuer shall deposit to the Reserve Fund the
Required Reserve as provided in this Section or in a resolution authorizing the issuance of Parity Obligations.
The Required Reserve amount for the Bonds may be funded by the deposit to the Reserve Fund of cash or
a Credit Facility. If so funded with a Credit Facility or cash (whether at the time of delivery of Additional
Obligations or by accumulation over time), a cash amount (or investments of cash) or the face value of a
Credit Facility shall at least equal the Required Reserve. All funds, investments and Credit Facilities on
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deposit and credited to the Reserve Fund shall be used solely for (i) the payment of the principal of and
interest on Parity Obligations, when and to the extent other fiends available for such purposes are insufficient,
(ii) to make Credit Facility Payments and (iii) to the extent not required to maintain the Required Reserve,
to pay, or provide for the payment of, the final principal amount of a series of Parity Obligations so that such
series of Parity Obligations is no longer deemed to be "Outstanding" as such term is defined herein with
reference to the Bond, or (iv) as provided in clause (d) below, any excess amount in the Reserve Fund may
be transferred to the Revenue Fund and allocated in accordance with Section 7 hereof. Subject to subsection
(e) of this Section, the Issuer may at any time substitute a qualifying Credit Facility for all or part of the cash
or other Credit Facility on deposit in, or held for the benefit of, the Reserve Fund.
(b) The Required Reserve may be calculated at the time of either of the following events: (1) the end
ofthe Issuer's current Fiscal Year, or (ii) the date ofdelivery ofany series of Additional Obligations; provided
that the Required Reserve amount may be calculated on the occurrence of such events as if such event
occurred as of the end of the Issuer's then -current Fiscal Year.
(c) When and for so long as the cash and inveshnents in the Reserve Fund and/or coverage afforded
by a Credit Facility held for the account of the Reserve Fund equal the Required Reserve, no deposits need
be made to the credit of the Reserve Fund; but, if and when the Reserve Fund at any time contains less than
the Required Reserve, the Issuer covenants and agrees that the Issuer shall cure the deficiency in the Reserve
Fund by making deposits to the Reserve Fund from the Pledged Revenues in accordance with Section 7 by
monthly deposits in amounts equal to not less than 1/36th of the Required Reserve with any such deficiency
payments being made on or before the last day of each month until the Required Reserve has been fully
restored. Reimbursements to the provider of any Credit Facility deposited to the Reserve Fund shall
constitute the making up of a deficiency to the extent that such reimbursements result in the reinstatement,
in whole or in part, as the case may be, of the face value of the Credit Facility, The Issuer further covenants
and agrees that, subject only to the prior deposits to be made to the Debt Service Fund, the Pledged Revenues
shall be applied and appropriated and used to establish and maintain the Required Reserve, and any reserve
fund that may be established for the benefit of any issue or series of Additional Obligations and to cure any
deficiency in such amounts as required by the terms of this Resolution and any other resolution pertaining
to the issuance of Additional Obligations.
(d) Earnings and income derived from the investment of amounts held for the credit of the Reserve
Fund shall be retained in the Reserve Fund until the Reserve Fund contains the Required Reserve. During
such time as the Reserve Fund contains the Required Reserve, the Issuer may, at its option, withdraw all
surplus funds in the Reserve Fund and deposit such surplus in the Revenue Fund.
(e) Notwithstanding any other provision of this Resohrtion, if a Credit Facility is utilized in
connection with the Bond after the issuance date of the Bond, the Board must specifically approve any such
Credit Facility and any such Credit Facility must be submitted to the Attorney General (if submission is then
required by law) for approval.
(f) h1 the event that the Issuer deposits in the Reserve Fund a Credit Facility and there is a draw upon
the Credit Facility, the Issuer shall reimburse the issuer of such Credit Facility for such draw, in accordance
with the terms of any agreement pursuant to which the Credit Facility is used, from Pledged Revenues,
however, such reimbursement from Pledged Revenues shall be subject to the provisions of subsection (c) of
this Section and to the provisions of clause SECOND of Section 7.
Section 10. TRANSFER.
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(a) Pursuant to the provisions of the Transfer Agreement, the City has agreed to do any and all things
necessary to accomplish the transfer of the Sales Tax collected for the benefit of the Issuer to the Revenue
Fund on a monthly basis. The Transfer Agreement shall govern matters with respect to the collection of sales
and use taxes from the Comptroller, credits and refunds due and owing to the Comptroller, and other matters
with respect to the collection and transfer of the Sales Tax.
(b) The President and the Treasurer of the Board and the Chief Administrative Officer of the Issuer
are hereby ordered to do any and all things necessary to accomplish the transfer of money to the Funds
established hereby in ample time to pay the principal of and interest on the Bond.
Section 11. INVESTMENTS. Money in any Fund established by this Resolution may, at the option
of the Board, be invested in eligible investment securities as described in the Investment Act; provided that
all such investments shall be made in such manner that the money required to be expended from any Fund
will be available at the proper time or times. Investment earnings realized on investments attributable to the
Debt Service Fund shall be retained therein and shall constitute a credit against the amount of money that is
required to be on deposit therein for each payment of principal or interest. Such investments shall be valued
in terms of current market value as of the last day of each Fiscal Year. Such investments shall be sold
promptly when necessary to prevent any default in connection with the Bond.
Section 12. FUNDS SECURED. Money in all Funds created by this Resolution, to the extent not
invested, shall be secured in the manner prescribed by law for securing funds of the City.
Section 13. PAYMENT. On or before February 15, 2013, and semiannually on or before each
August 15 and February 15 thereafter while any portion of the Bond is Outstanding and unpaid, the Issuer
shall cause to be transferred to the Paying Agent/Registrar amounts sufficient to make payment of the
principal of and interest on the Bond to the Holder thereof with fiends on deposit in the Debt Service Fund,
Section 14. ADDITIONAL OBLIGATIONS. In addition to the right to issue obligations of inferior
lien, the Issuer reserves the right to issue Additional Obligations which, when duly authorized and issued in
compliance with law and the terms and conditions hereinafter appearing, shall be on a parity with the Bond
herein authorized, payable from and equally and ratably secured by a lien on and pledge of the Pledged
Revenues. The Additional Obligations may be issued in one or more installments, provided, however, that
one shall be issued unless and until the following conditions have been met:
(a) The President of the Board or the Chief Administrative Officer of the Issuer shall have
executed a certificate stating (A) that, to the best of such person's knowledge and belief, the Issuer
is not then in default as to any covenant or requirement contained in any resolution authorizing the
issuance of outstanding Parity Obligations, and (B) either (1) payments into all special funds or
accounts created and established for the payment and security of all outstanding Parity Obligations
have been made and that the amounts on deposit in such special funds or accounts are the amounts
then required to be on deposit therein or (2) the application of the proceeds of sale of such obligations
then being issued will cure any such deficiency;
(b) The Chief Administrative Officer signs and delivers to the Board a written certificate
reflecting that for (i) the Fiscal Year next preceding the adoption of the resolution authorizing the
proposed Additional Obligations or (ii) a consecutive twelve (12) month period out ofthe fifteen (15)
month period next preceding the month in which the resolution authorizing the proposed Additional
Obligations is adopted, the Pledged Revenues and interest earnings thereon were equal at least to 1.25
times the Maximum Annual Debt Service requirements on all Parity Obligations to be outstanding
after the issuance of the proposed Additional Obligations; provided, however, that in the event an
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increase in the rate of the Sales Tax becomes effective prior to the date of a resolution authorizing
the issuance ofAdditional Obligations, such certificate or report shall calculate the Pledged Revenues
for the calculation period as if such increased rate were in effect during the calculation period; and
(c) The resolution authorizing the Additional Obligations provides that the Debt Service
Fund be augmented by amounts adequate to accumulate the sum required to pay the principal and
interest on such obligations as the same shall become due.
SECTION 15. REFUNDING BONDS. The Issuer reserves the right to issue refunding Bonds to
refund all or any part of the Parity Obligations (pursuant to any law then available) upon such terms and
conditions as the Board may deem to be in the best interest of the Issuer, and if less than all such Parity
Obligations then Outstanding are refunded, the conditions precedent prescribed (for the issuance of
Additional Obligations) set forth in Section 14 hereof shall be satisfied, and shall give effect to the refunding.
SECTION 16. SUBORDINATE DEBT. Except as may be limited by a future resolution authorizing
the issuance of Parity Obligations, the Issuer shall have the right to issue or create any debt payable from or
secured by a lien on all or any part of the Pledged Revenues for any lawful purpose without complying with
the provisions of Section 14 or 15 hereof, provided the pledge and the lien securing such debt is subordinate
to the pledge and lien established, made and created in Section 6 of this Resolution with respect to the
Pledged Revenues to the payment and security of the Parity Obligations.
SECTION 17. DEFEASANCE OF BOND.
(a) Any Bond and the interest thereon shall be deemed to be paid, retired and no longer outstanding
(a "Defeased Bond") within the meaning of this Resolution, except to the extent provided in subsection (d)
of this Section, when payment of the principal of such Bond, plus interest thereon to the due date (whether
such due date be by reason of 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, without reinvestment,
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 a Bond shall be deemed to be a Defeased Bond hereunder, as
aforesaid, such Bond and the interest thereon shall no longer be secured by, payable from, or entitled to the
benefits of, the ad valorem taxes herein levied and pledged as provided in this Resolution, and such principal
and interest shall be payable solely from such money or 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 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 a 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 subsection
(a)(i) or (ii) of this Section. All income from such Defeasance Securities received by the Paying
Agent/Registrar which 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.
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(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 they had not been
defeased, and the Issuer shall make proper arrangements to provide and pay for such services as required by
this Resolution.
Section 18. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BOND.
(a) Replacement Bond. In the event any outstanding Bond is damaged, mutilated, lost, stolen or
destroyed, the Paying Agent/Registrar shall cause to be printed, executed and delivered, a new Bond of the
same principal amount, maturity and interest rate, as the damaged, mutilated, lost, stolen or destroyed Bond,
in replacement for such 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 Registered Owner thereof to the Paying Agent/Registrar. In
every case of loss, theft or destruction of a Bond, the Registered Owner 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 a Bond, the Registered Owner shall furnish to the Issuer and to the Paying Agent/Registrar
evidence to their satisfaction of the loss, theft or destruction of such Bond, as the case may be. In every case
of damage or mutilation of a Bond, the Registered Owner shall surrender to the Paying Agent/Registrar for
cancellation the Bond so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions ofthis Section, in the event any
such Bond shall have 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 Registered Owner of such 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 any 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 Resolution.
(e) Authority for Issuing Replacement Bond. In accordance with Sec. 1206.022, Government Code,
this Section of this Resolution 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 Bond 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 4(a) of this Resolution for a Bond issued in exchange for another Bond.
Section 19. CUSTODY, APPROVAL, AND REGISTRATION OF BOND; BOND COUNSEL'S
OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVISION, IF OBTAINED;
ENGAGEMENT OF BOND COUNSEL.
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(a) The President of the Board 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 their investigation, examination, and approval by the Attorney General of the State of Texas, and their
registration by the Comptroller of Public Accounts of the State of Texas. Upon registration of the Bond said
Comptroller of Public Accounts (or a deputy designated in writing to act for said Comptroller) shall manually
sign the Comptroller's Registration Certificate attached to such Bond, and the seal of said Comptroller shall
be impressed, or placed in facsimile, on such Bond. The approving legal opinion of the Issuer's Bond
Counsel and the assigned CUSIP numbers (if obtained) may, at the option of the Issuer, be printed on the
Bond issued and delivered under this Resolution, but neither shall have any legal effect, and shall be solely
for the convenience and information of the Registered Owner of the Bond. In addition, if bond insurance is
obtained, the Bond may bear an appropriate legend as provided by the insurer.
(b) The obligation of the initial purchaser to accept delivery of the Bond is subject to the initial
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 initial 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 such services as bond counsel, is
hereby authorized in such form as may be approved by the President of the Board, and the President of the
Board is hereby authorized to execute such engagement letter.
Section 20. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE BOND.
(a) Covenants. 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:
(1) to take any action to assure that no more than 10 percent of the proceeds of the Bond
(less amounts deposited to a reserve fund, if any) are used for arty "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 or not received by the Issuer, with respect to such
private business use, do not, under the terms of this Resolution 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;
(2) to take any action to assure that in the event that the "private business use" described in
subsection (1) hereof exceeds 5 percent of the proceeds of the Bond or the projects financed
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) of the Code, to the governmental use;
(3) 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 fiord, 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;
(4) 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;
17
(5) 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;
(6) to refrain from using any portion of the proceeds of the Bond, directly or indirectly, to
acquire or to replace finds 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 —
(A) proceeds ofthe Bond invested for a reasonable temporary period ofthree years
or less or, in the case of an advance refunding bond, for a period of 30 days or less until such
proceeds are needed for the purpose for which the Bond is issued, and in the case of a current
refunding bond, for a period of 90 days or less,
(B) amounts invested in a bona fide debt service fiu1d, within the meaning of section
1.148-1(b) of the Treasury Regulations, and
(C) amounts deposited in any reasonably required reserve or replacement find to
the extent such amounts do not exceed 10 percent of the proceeds of the Bond;
(7) 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);
(8) 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; and
(b) Rebate Fund. In order to facilitate compliance with the above covenant (a)(8), a "Rebate Fluid"
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 Registered Owner. The
Rebate Fund is established for the additional purpose of compliance with section 148 of the Code.
(c) Use of Proceeds. The Issuer understands that the term "proceeds" includes "disposition proceeds"
as defined in the Treasury Regulations (hereinafter defined) 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 regulations or rulings promulgated by the U. S. Department of the Treasury pursuant thereto
the "Treasury Regulations"). 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 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 taxation of interest on the Bond under section 103 of the Code. In furtherance
of such intention, the Issuer hereby authorizes and directs the President of the Board or Chief Administrative
Officer 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.
(d) Disposition of Projects. The Issuer covenants that the projects funded with the proceeds of the
Refunded Obligation will not be sold or otherwise disposed in a transaction resulting in the receipt by the
Issuer of cash or other compensation, unless the Issuer obtains an opinion of nationally -recognized bond
counsel that 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 a legal opinion
that such failure to comply will not adversely affect the excludability for federal income tax proposes from
gross income of the interest.
(e) Written Procedures. Unless superseded by another• action ofthe Issuer, to ensure compliance with
the covenants contained in this Section regarding private business use, remedial actions, arbitrage and rebate,
the Issuer hereby adopts and establishes the instructions attached hereto as Exhibit A as its written procedures.
(f) Designation as a 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. 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 that when aggregated with the Bond, will result in more than $10,000,000 of "qualified
tax-exempt obligations" being issued; (b) that the Issuer reasonably anticipates that the amount oftax-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; 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 21. SALE OF BOND. The Bond is hereby initially sold and shall be delivered to
(the "Purchaser"), for cash for the par value
thereof, pursuant to the private placement letter dated the date of the final passage of this Resolution which
the President of the Board is hereby authorized to execute and deliver. The Bond shall initially be registered
in the name of the Purchaser. It is hereby officially found, determined, and declared that the terms of this sale
are the most advantageous reasonably obtainable.
Section 22. FURTHER PROCEDURES. The President, Vice President of the Board and Secretary
of the Board, and each of them, shall be and they 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 of and on behalf of the Issuer a Paying Agent/Registrar Agreement with the Paying
Agent/Registrar, an escrow or deposit agreement with the escrow agent named therein, which escrow
agreement will provide for the payment in full of the Refunded Obligation (the "Escrow Agreement") and
all other instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out
the terms and provisions of this Resolution, the Bond, the sale of the Bond, the prepayment of the Refunded
Obligation and the private placement letter. 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 23. NO RULE 15c2-12 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,
19
therefore, obligated pursuant to the Rule to provide any on -going disclosure relating Lothe Issuer or the Bond.
Notwithstanding the foregoing, the Issuer agrees to provide to the Purchaser a copy of the City's annual
audited financial statement within 6 months after the end of each fiscal year of the City, or within 15 days
after completion if the City's annual audited financial statement has not been completed within 6 months of
the end of such fiscal year and is completed at a later date. Additionally, the Issuer will provide to the
Purchaser a copy of its most recent budget upon written request.
Section 24. METHOD OF AMENDMENT. The Issuer hereby reserves the right to amend this
Resolution subject to the following terms and conditions, to -wit:
(a) The Issuer may from time to time, without the consent of the Registered Owner, except as
otherwise required by paragraph (b) below, amend or supplement this Resolution in order to (i) cure any
ambiguity, defect or omission in this Resolution that does not materially adversely affect the interests of the
holders, (ii) grant additional rights or security for the benefit of the holders, (iii) add events of default as shall
not be inconsistent with the provisions of this Resolution and that shall not materially adversely affect the
interests of the holders, (iv) qualify this Resolution 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 Resolution as shall not be inconsistent with the provisions
of this Resolution and that shall not in the opinion of the Issuer's Bond Counsel materially adversely affect
the interests of the holders.
(b) Except as provided in paragraph (a) above, the Registered Owner 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 Registered Owner, nothing herein contained shall permit or be
construed to permit amendment of the terms and conditions of this Resolution or in the Bond so as to:
(1) Make airy change in the maturity of the Bond;
(2) Reduce the rate of interest borne by the Bond;
(3) Reduce the amount of the principal of payable on the Bond;
(4) Modify the terms of payment of principal or of interest on the Bond or impose any
condition with respect to such payment; or
(5) Change the requirement with respect to Registered Owner consent to such amendment.
(c) If at any time the Issuer shall desire to amend this Resolution under this Section, the Issuer shall
send by U.S. mail to the Registered Owner of the Bond a copy of the proposed amendment.
(d) Whenever at any time within one year from the date of mailing of such notice the Issuer shall
receive an instrument or instruments executed by the Registered Owner of the Bond, which instrument or
instruments shall refer to the proposed amendment and that 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 Resolution pursuant to the provisions of this Section, this
Resohrtiarl shall be deemed to be modified and amended in accordance with such amendatory Resohttion,
and the respective rights, duties, and obligations of the Issuer and the Registered Owner of the Bond shall
thereafter be determined, exercised, and enforced, subject in all respects to such amendment.
m
(f) Any consent given by Lite Registered Owner ofthe Bond pursuant to the provisions ofthis Section
shall be irrevocable for a period of six months from the date of the ailing of the notice provided for in this
Section, and shall be conclusive and binding upon all future holders of the same Bond during such period.
Such consent may be revoked at any time after six months from the date of the mailing of said notice by the
Registered Owner, or by a successor in title, by filing notice with the Issuer.
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 25. PREPAYMENT OF REFUNDED OBLIGATION. The Issuer hereby directs that all
outstanding principal of and interest due on the Refunded Obligation as of September 1, 2012 be paid in full
on September 1, 2012 (the "Prepayment Date"). The amount to be prepaid on the Refunded Obligation shall
be par plus accrued interest to the Prepayment Date. The Treasurer and Chief Administrative Officer of the
Issuer are authorized to transfer or cause to be transferred such amounts from the interest and sinking fund
and/or any reserve find for the Refunded Obligation or other lawfully available finds to the Escrow Agent
as may be necessary to provide the amount of money, together with proceeds of the Bond, as will be sufficient
to pay the full amount outstanding on the Refunded Obligation on the Prepayment Date,
Section 26. APPROVAL OF SALES TAX REMITTANCE AGREEMENT.
The Sales Tax Remittance Agreement is hereby approved in substantially the form presented at this
meeting and the President of the Board is hereby authorized to execute and deliver the Sales Tax Remittance
Agreement. The Issuer hereby confirms the City's depository bank as the Issuer's depository bank for the
Sales Tax Fund established pursuant to the Sales Tax Remittance Agreement.
Section 27. SEVERABILITY. If any section, article, paragraph, sentence, clause, phrase or word
in this Resolution, or application thereof to any persons or circumstances is to invalid or unconstitutional
by a court of competent jurisdiction, such holding shall not affect the validity of the remaining portion of this
Resolution, despite such invalidity, which remaining portions shall remain in full force and effect.
Section 28. EFFECTIVE DATE. This Resolution shall be effective irnrnediately urpon its adoption
by the Board.
(Execution Page Follows)
21
PASSED, APPROVED AND EFFECTIVE this
President, Board of Directors
ATTEST:
Secretary, Board of Directors
EXHIBIT A
WRITTEN PROCEDURES
FOR FEDERAL TAX COMPLIANCE
These procedures, together with any federal tax certifications, provisions included in the order,
ordinance or resolution (the "Authorizing Document") authorizing the issuance and sale of any tax-exempt
debt such as the Bond (the "Obligations"), letters of instructions and/or memoranda from bond counsel and
any attachments thereto (the "Closing Documents"), are intended to assist the Issuer in complying with federal
guidelines related to the issuance of such Obligations.
A. Arbitrage Compliance. Federal income tax laws generally restrict the ability to earn arbitrage in
connection with the Obligations. The Issuer's Chief Administrative Officer (such officer, together with other
employees of the Issuer who report to or such officer, is collectively, the "Responsible Person") will review
the Closing Documents periodically (at least once a year) to ascertain if an exception to arbitrage compliance
applies.
Procedures applicable to Obligations issued for construction and acquisition purposes. With respect
to the investment and expenditure of the proceeds of the Obligations that are issued to finance public
improvements or to acquire land or personal property, the Responsible Person will:
I . Instruct the appropriate person who is primarily responsible for the construction, renovation
or acquisition of the facilities financed with the Obligations (the "Project") that (i) bindilig
contracts for the expenditure of at least 5% of the proceeds of the Obligations must be
entered into within 6 months of the date of closing of the Obligations (the "Issue Date") and
that (ii) the Project must proceed with due diligence to completion;
2. Monitor that at least 85% of the proceeds of the Obligations to be used far• the construction,
renovation or acquisition of the Project are expended within 3 years of the Issue Date;
3. Monitor the yield on the investments purchased with proceeds of the Obligations and restrict
the yield of such investments to the yield on the Obligations after 3 years from the Issue
Date; and
4. To the extent that there are any unspent proceeds of the Obligations at the time the
Obligations are refunded, or if there are unspent proceeds of the Obligations that are being
refunded by a new issuance of Obligations, the Responsible Person shall continue
monitoring the expenditure of such tmspent proceeds to ensure compliance with federal tax
law with respect to both the refunded Obligations and arty Obligations being issued for
refunding purposes.
Procedures applicable to Obligations with a debt service reserve find. In addition to the foregoing,
if the Issuer issues Obligations that are secured by a debt service reserve fund, the Responsible Person will
assure that the maximum amount of any reserve find for the Obligations invested at a yield higher than the
yield on the Obligations will not exceed the lesser of (1) 10% ofthe principal amount ofthe Obligations, (2)
125% of the average annual debt service on the Obligations measured as of the Issue Date, or (3) 100% of
the maximum annual debt service on the Obligations as of the Issue Date.
Procedures applicable to Escrow Accounts for Refunding, Obli ations. In addition to the foregoing,
if the Issuer issues Obligations and proceeds are deposited to an escrow find to be administered pursuant to
the terms of an escrow agreement, the Responsible Pelson will:
r�l
1. Monitor the actions of the escrow agent to ensure compliance with the applicable provisions
of the escrow agreement, including with respect to reinvestment of cash balances;
2. Contact the escrow agent on the date of redemption of obligations being refunded to ensure
that they were redeemed; and
3. Monitor any unspent proceeds of the refunded obligations to ensure that the yield on any
investments applicable to such proceeds are invested at the yield on the applicable
obligations or otherwise applied (see Closing Documents).
Procedures applicable to all Tax -Exempt Obligation Issues. For all issuances of Obligations, the
Responsible Person will:
1. Maintain any official action of the Issuer (such as a reimbursement resohrtion) stating the
Issuer's intent to reimburse with the proceeds of the Obligations any amount expended prior
to the Issue Date for the acquisition, renovation or construction of the Project;
2. Ensure that the applicable information return (e.g., U.S. Internal Revenue Service ("IRS")
Form 8038-G, 8038-GC, or any successor forms) is timely filed with the IRS;
3. Assure that, unless excepted from rebate and yield restriction under section 148(f) of the
Internal Revenue Code of 1986, as amended, excess investment earnings are computed and
paid to the U.S. government at such time and in such manner as directed by the IRS (i) at
least every 5 years after the Issue Date and (ii) within 30 days after the date the Obligations
are retired;
4. Monitor all amounts deposited into a sinking fund or funds pledged (directly or indirectly)
to the payment of the Obligations, such as the Interest and Sinking Fund, to assure that the
maximum amount invested within such applicable fund at a yield higher than the yield on
the Obligations does not exceed an amount equal to the debt service on the Obligations in
the succeeding 12 month period plus a carryover amount equal to one -twelfth of the principal
and interest payable on the Obligations for the immediately preceding 12-month period; and
5. Ensure that no more than 50% of the proceeds of the Obligations are invested in an
investment with a guaranteed yield for 4 years or more.
B. Private Business Use. Generally, to be tax-exempt, only an insignificant amount of the proceeds of
each issue of Obligations can benefit (directly or indirectly) private businesses. The Responsible Person will
review the Closing Documents periodically (at least once a year) for the purpose of determining that the use
of the Project financed or refinanced with the proceeds of the Obligations does not violate provisions of
federal tax law that pertain to private business use. In addition, the Responsible Person will:
1. Develop procedures or a "tracking system" to identify all property financed with Obligations;
2. Monitor and record the date on which the Project is substantially complete and available to
be used for the purpose intended;
3. Monitor and record whether, at any time the Obligations are outstanding, any person, other
than the Issuer, the employees of the Issuer, the agents of the Issuer or members of the
general public:
)has any contractual right (such as a lease, purchase, management or other service
agreement) with respect to any portion of the Project;
) has a right to use the output of the Project (e.g., water, gas, electricity); or
(iii) has a right to use the Project to conduct or to direct the conduct of research;
4. Monitor and record whether, at any time the Obligations are outstanding, any person, other
than the Issuer, has a naming right for the Project or any other contractual right granting an
intangible benefit;
5. Monitor and record whether, at any time the Obligations are outstanding, the Project, or any
portion thereof, is sold or otherwise disposed of; and
6. Take such action as is necessary to remediate any failure to maintain compliance with the
covenants contained in the Authorizing Document related to the public use of the Project.
C. Record Retention. The Responsible Person will maintain or cause to be maintained all records
relating to the investment and expenditure of the proceeds of the Obligations and the use of the Project
financed or refinanced thereby for a period ending three (3) years after the complete extinguishment of the
Obligations. If any portion of the Obligations is refunded with the proceeds of another series of Obligations,
such records shall be maintained until the three (3) years after the refunding Obligations mature or are
otherwise paid off. Such records can be maintained in paper or electronic format.
D. Responsible Person. A Responsible Person shall receive appropriate training regarding the Issuer's
accounting system, contract intake system, facilities management and other systems necessary to track the
investment and expenditure of the proceeds and the use of the Project financed or refinanced with the
proceeds of the Obligations. The foregoing notwithstanding, each Responsible Person shall report to the
governing body of the Issuer whenever experienced advisors and agents may be necessary to carry out the
purposes of these instructions for the purpose of seeking approval of the governing body to engage or utilize
existing advisors and agents for such purposes.
flooLl"i
2012-B Bond Resolution
(See attached)
RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF ANNA COMMUNITY
DEVELOPMENT CORPORATION SALES TAX REVENUE BOND, SERIES 2012-B; PROVIDING
FOR THE SECURITY FOR AND PAYMENT OF SAID BOND; APPROVING A SALES TAX
REMITTANCE AGREEMENT; AND ENACTING OTHER PROVISIONS RELATING TO THE
SUBJECT
THE STATE OF TEXAS
ANNA COMMUNITY DEVELOPMENT CORPORATION §
WHEREAS, Anna Comnnmity Development Corporation (the "Issuer") is anon -profit industrial
development corporation created, existing and governed by the Development Corporation Act, formerly
Article 5190.6, Texas Revised Civil Statutes, as amended, and now operates and exists and is governed under
the recodified provisions of such Act, as a Type B corporation, as such Act has been codified in Chapters 501
through 507, Texas Local Government Code, as amended (the "Act");
WHEREAS, pursuant to the authority granted in the Act, the City of Anna, Texas (the "City") has
levied a one-half of one percent sales and use tax for the benefit of the Issuer (the "Sales Tax"), to be used
exclusively for the purposes set forth in the Act;
WHEREAS, the proceeds of the bond hereinafter authorized will be used for public park and open
space improvements including recreational facilities, parking facilities and related infrastructure, and other
purposes permitted by law (the "Projects"), in order to provide improvements for public park and open space
purposes and in order to promote and encourage employment and public welfare and to promote and develop
new and expanded business enterprises;
WHEREAS, the bond hereafter authorized is being issued and delivered pursuant to the Act;
WHEREAS, there has been presented to this Board of Directors a Sales Tax Remittance Agreement,
between the Issuer and the City, pursuant to which sales taxes collected by the City for the benefit of the
Issuer pursuant to the Act shall be transferred and deposited into a fund for the use by the Issuer in the
furtherance of its authorized powers and purposes; and
WHEREAS, It is officially found, determined, and declared that the meeting at which this Resolution
has been adopted was open to the public and public notice ofthe tune, place and subject matter of the public
business to be considered and acted upon at said meeting, including this Resolution, was given, all as required
by the applicable provisions of Tex. Gov't Code Ann. ch. 551; Now, Therefore
BE IT RESOLVED BY THE BOARD OF DIRECTORS OF ANNA COMMUNITY DEVELOPMENT
CORPORATION:
Section 1. DEFINITIONS.
"Act" shall mean the Development Corporation Act, formerly Article 5190.6, Texas Revised Civil
Statutes, as amended, as such Act has been recodified in Chapters 501 through 507, Texas Local Government
Code, as amended.
"Additional Obligations" shall mean bonds, notes or other evidences of indebtedness which the Issuer
reserves the right to issue or enter into, as the case may be, in the future in accordance with the terms and
conditions provided in Section 14 hereof and which, together with the Bond, are equally and ratably secured
by a parity pledge of and claim on the Pledged Revenues.
"Average Annual Debt Service" means that amount which, at the time of computation, is derived by
dividing the total amount of Debt Service to be paid over a period of years as the same is scheduled to become
due and payable by the number of years taken into account in determining the total Debt Service. Capitalized
interest payments provided from proceeds or borrowings of the Issuer shall be excluded in making the
aforementioned computation.
"Board" shall mean the Board of Directors of the Issuer.
"Bond" or "Bonds" shall mean the Anna Community Development Corporation Sales Tax Revenue
Bond, Series 2012-13, in the aggregate principal amount of $1,645,000, authorized to be issued by this
Resolution.
"City" shall mean the City of Anna, Texas.
"Code" shall mean the Internal Revenue Code of 1986, as amended.
"Comptroller" shall mean the Comptroller of Public Accounts of the State of Texas, and any
successor official or officer thereto.
"Credit Facility" shall mean (i) a policy of insurance or a surety bond, issued by an issuer of policies
oI insurance insuring the timely payment of debt service on governmental obligations, provided that at the
time of acquisition of a Credit Facility a Rating Agency having an outstanding rating on Parity Obligations
would rate the Parity Obligations fully insured or guaranteed by the issuer of the Credit Facility based on the
rating of the issuer of the Credit Facility in one of its two highest generic rating categories for such
obligations; and (ii) a letter or line of credit issued by any financial institution, provided that a Rating Agency
having an outstanding rating on the Parity Obligations would rate the Parity Obligations in one of its two
highest generic rating categories for such obligations if the letter or line of credit proposed to be issued by
such financial institution secured the timely payment of the entire principal amount of the Parity Obligations
and the interest thereon.
"Credit Facility Payment" means arty payment the Issuer is obligated to make fi•om amounts deposited
in the Reserve Fund with respect to a Credit Facility.
"Debt Service" means, as of any particular date of computation, with respect to any obligations and
with respect to any period, the aggregate of the amotmts to be paid or set aside by the Issuer as of such date
or in such period for the payment of the principal of, premium, if any, and interest (to the extent not
capitalized) on such obligations; assuming, in the case of obligations without a fixed numerical rate of
interest, that such obligations bear, or would have borne, interest at the maximum legal per annum rate
applicable to such obligations, and further assuming in the case of obligations required to be redeemed or
prepaid as to principal prior to maturity, the principal amounts thereof will be redeemed prior to maturity in
accordance with the mandatory redemption provisions applicable thereto.
"Fiscal Year" shall mean the fiscal year of the Issuer, being the twelve month period ending
September 30 of each year.
"Holder," "Registered Owner" or words of similar import means the registered owner of the Bond
from time to time as shown in the books kept by the Paying Agent/Registrar as bond registrar and transfer
agent.
"Investment Act" shall mean the Public Funds Investment Act, Chapter 2256, Texas Government
Code, as amended.
"Issuer" shall mean Anna Community Development Corporation.
"Maximum Annual Debt Service" shall mean the highest amount of Debt Service due on the Parity
Obligations in any Fiscal Year.
"Outstanding", when used in this Resolution with respect to Parity Obligations, including the Bond,
means, as of the date of determination, all Parity Obligations theretofore sold, issued and delivered by the
Issuer, except:
(1) those Parity Obligations canceled or delivered to the transfer agent or registrar for
cancellation in connection with the exchange or transfer of such obligations;
(2) those Parity Obligations paid or deemed to be paid in accordance with the provisions of
Section 17 hereof or similar provisions of any resolution authorizing the issuance of Additional
Obligations.
(3) those Parity Obligations that have been mutilated, destroyed, lost, or stolen and
replacement obligations have been registered and delivered in lieu thereof.
"Parity Obligations" shall mean, collectively, the Bond and Additional Obligations.
"Paying Agent/Registrar" shall mean the financial instihrtion so designated in accordance with the
provisions of Section 4 of this Resolution.
"Pledged Revenues" shall mean all of the Issuer's receipts of the Sales Tax, less any amounts due or
owing to the Comptroller as charges for collection or retention by the Comptroller for refunds and to redeem
dishonored checks and drafts, to the extent such charges and retentions are authorized or required by law.
"Rating Agency" shall mean any nationally recognized municipal securities rating agency.
"Required Reserve" shall mean an amount equal to Maximum Annual Debt Service; provided,
however, that for in any Fiscal Year in which the amount of the Sales Tax is equal to or greater than 1.50
times the amount of the Maximum Annual Debt Service, the amount of the Required Reserve shall be $0.00.
"Sales Tax" shall mean the one-half of one percent sales and use tax levied by the City within the
boundaries of the City as they now or hereafter exist, together with any increases in the aforesaid rate if
provided and authorized by the laws of the State of Texas, including specifically the Act, and collected for
the benefit of the Issuer, all in accordance with the Act, including particularly Chapter 505 thereof.
"Transfer Agreement" shall mean the Sales Tax Remittance Agreement dated as of July 24, 2012,
between the City and the Issuer.
Section Z. RECITALS, AMOUNT AND PURPOSE OF THE BOND. The recitals set forth in the
preamble hereof are incorporated herein and shall have the same force and effect as if set forth in this Section.
The bond of the Anna Community Development Corporation (the "Issuer") is hereby authorized to be issued
and delivered in the aggregate principal amount of $1,645,000 for the public purpose of providing funds for
public park and open space improvements including recreational facilities, parking facilities and related
infrastructure, and other purposes permitted by law (the "Projects"), in order to provide improvements for
public park and open space purposes and in order to promote and encourage employment and public welfare
and to promote and develop new and expanded business enterprises, a qualified project for the purposes
authorized under and pursuant to the Act, and to pay the costs incurred in connection with the issuance of the
Bond.
Section 3. DESIGNATION, DATE, DENOMINATION, NUMBER, AND MATURITY AND
INTEREST RATE OF BOND. Each bond issued pursuant to this Resolution shall be designated: "ANNA
COMMUNITY DEVELOPMENT CORPORATION, SALES TAX REVENUE BOND, SERIES 2012-13,"
and initially there shall be issued, sold, and delivered hereunder one fully registered bond, without interest
coupons, dated August 1, 2012, in the denomination and principal amount of $1,645,000, numbered R-1, with
any bond issued in replacement thereof being in the denomination and principal amount hereinafter stated
and numbered consecutively from R-2 upward, payable in installments to the registered owner thereof, or to
the registered assignee of said bond (in each case, the "Registered Owner"). Principal of said Bond shall
mature and be payable in installments on the dates and in the amounts stated in the FORM OF BOND set
forth in this Resolution. The Bond shall bear interest on the unpaid balance of the principal amount thereof
from the date of delivery to the scheduled due date of the principal installments of the Bond at the rates per
annum, and said interest shall be payable in the manner provided and on the dates, stated in the FORM OF
BOND set forth in this Bond.
The term "Bond" as used in this Resolution shall mean and include collectively the bond initially
issued and delivered pursuant to this Resolution and any substitute bond exchanged therefor, as well as any
other substitute or replacement bond issued pursuant hereto, and the term "Bond" shall mean any such bond.
Section 4. CHARACTERISTICS OF THE BOND.
(a) Registration, Transfer and Exchange; Authentication. The Issuer shall keep or cause to be kept
at the principal corporate trust office of ,Texas (the
"Paying Agent/Registrar"), books or records for the registration of the transfer and exchange 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 and exchanges under such
reasonable regulations as the Issuer and Paying Agent/Registrar may prescribe; and the Paying
Agent/Registrar shall make such registrations, transfers and exchanges as herein provided. The Paying
Agent/Registrar shall obtain and record in the Registration Books the address of the Registered Owner of each
Bond to which payments with respect to the Bond shall be mailed, as herein provided; but it shall be the duty
of each Registered Owner 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, transfer,
exchange and delivery of a substitute Bond. Registration of assignments, transfers and exchanges of a Bond
shall be made in the manner provided and with the effect stated in the FORM OF BOND set forth in this
Resolution. Each substitute Bond shall bear a letter and/or number to distinguish it from each other Bond.
Except as provided in Section 4(c) of this Resolution, 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 any Bond surrendered for exchange. 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 exchange of any Bond, and the Paying Agent/Registrar shall provide for the
printing, execution, and delivery of a substitute Bond in the manner prescribed herein. Pursuant to Chapter
1201, Government Code, as amended, the duty of transfer of a Bond as aforesaid is hereby imposed upon the
Paying Agent/Registrar, and, upon the execution of said Bond, the exchanged Bond shall be valid,
incontestable, and enforceable in the same manner and with the same effect as the Bond that initially was
issued and delivered pursuant to this Resolution, approved by the Attorney General and registered by the
Comptroller of Public Accounts.
(b) Payment of Bond and Interest. The Issuer hereby fiu•ther• 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
Resolution. 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, shall properly and accurately record all payments on
the Bond on the Registration Books, and shall keep proper records of all exchanges of a Bond, and all
replacements of a Bond, as provided in this Resolution. However, in the event of a nonpayment of interest
on a scheduled payment date, and for 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 fiends for the payment
of such interest have been received from the Issuer. Notice of the past due interest shall be sent at least five
business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the
address of the Registered Owner 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 farm, without interest coupons, with
the principal of and interest on such Bond to be payable only to the Registered Owner thereof, (ii) may be
exchanged for another Bond, (iii) may be transferred and assigned, (iv) shall have the characteristics, (vi)
shall be signed, 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 Resolution. The Bond initially issued and delivered
pursuant to this Resolution 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 issued under this Resolution
the Paying Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION
CERTIFICATE, in the form set forth in the FORM OF BOND.
(d) The Issuer covenants with the Registered Owner of the 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 entity to act as and perform the services of Paying Agent/Registrar for the Bond under
this Resolution, 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 20 days written notice to the Paying
Agent/Registrar, to be effective not later than 15 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 Resolution. 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 Registered Owner 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
Resolution, and a certified copy of this Resolution shall be delivered to each Paying Agent/Registrar.
(e) Except as provided below, no Bond shall be valid or obligatory for any purpose or be entitled to
any security or benefit of this Resolution unless and until there appears thereon the Bond of Paying
Agent/Registrar substantially in the form provided in this Resolution, duly authenticated by manual execution
of the Paying Agent/Registrar. It shall not be required that the same authorized representative of the Paying
Agent/Registrar sign the Certificate of Paying Agent/Registrar on the Bond. In lieu of the executed
Certificate of Paying Agent/Registrar described above, the Initial Bond delivered on the closing date shall
have attached thereto the Comptroller's Registration Certificate substantially in the form provided in this
Resolution, manually executed by the Comptroller of Public Accounts of the State of Texas or by his duly
authorized agent, which certificate shall be evidence that the Initial Bond has been duly approved by the
Attorney General of the State of Texas and that it is a valid and binding obligation of the Issuer, and has been
registered by the Comptroller.
(f) Cancellation of Initial Bond. On the closing date, one initial Bond representing the entire
principal amount of the Bond, payable in stated installments to the purchaser designated in Section 21 or its
designee, executed by manual or facsimile signature of the President of the Board and Secretary of the Board
of the Issuer, approved by the Attorney General of Texas, and registered and manually signed by the
Comptroller of Public Accounts of the State of Texas, and with the date of delivery inserted thereon by the
Paying Agent/Registrar, will be delivered to such purchaser or its designee.
Section 5. FORM OF BOND. The form ofthe Bond, including the form of Paying Agent/Registrar's
Authentication Certificate, the form of Assignment and the form of Registration Certificate ofthe Comptroller
of Public Accounts of the State of Texas to be attached to the Bond initially issued and delivered pursuant
to this Resolution, shall be, respectively, substantially as follows, with such appropriate variations, omissions
or insertions as are permitted or required by this Resolution.
(a) Form of Bond.
NO. R- UNITED STATES OF AMERICA PRINCIPAL
STATE OF TEXAS AMOUNT
$1,645,000
ANNA COMMUNITY DEVELOPMENT CORPORATION
SALES TAX REVENUE BOND
SERIES 2012-13
Interest Rate
As Shown Below
REGISTERED OWNER:
PRINCIPAL AMOUNT:
6
Delivery Date
DOLLARS
ANNA COMMUNITY DEVELOPMENT CORPORATION (the "Issuer"), being a nonstock,
nonprofit industrial development corporation organized and existing under the laws of the State of Texas,
including particularly the Development Corporation Act, formerly Article 5190.6, Texas Revised Civil
Statutes, as amended, and now operating, existing and governed by the recodified provisions of such Act as
a Type B corporation, under such Act, as such Act has been codified in Chapters 501 through 507, Texas
Local Government Code, as amended (the "Act"), and acting on behalf of the City of Anna, Texas (the
"City"), for value received, promises to pay, from the sources described herein, to the registered owner
specified above, or registered assigns, the principal amount specified above, and to pay interest thereon, from
the Delivery Date set forth above, on the balance of said principal amount from time to time remaining
unpaid, at the rate per annum set forth above, calculated on the basis of a 360-day year of twelve 30-day
months. The unpaid principal of this Bond shall mature and be payable in installments on the dates and in
the principal installment amounts, and shall bear interest, calculated on the basis of basis of a 360-day year
of twelve 30-day months, at the per annum rates, all as set forth in the following schedule:
Payment Principal Interest Payment Principal Interest
Date Installment Rates Date Installment Rates
February 15, 2013 $ 10,000 February 15, 2023 $ 10000
February 15, 2014 5,000 February 15, 2024 105,000
February 15, 2015 10,000 February 15, 2025 1105000
February 15, 2016 105000 February 1552026 115,000
February 15, 2017 10,000 February 15, 2027 120,000
February 15, 2018 101000 February 15, 2028 125,000
February 15, 2019 80,000 February 15, 2029 130,000
February 15, 2020 855000 February 15, 2030 140,000
February 15, 2021 905000 February 15, 2031 145,000
February 15, 2022 959000 February 15, 2032 1505000
THE PRINCIPAL OF AND INTEREST ON THIS BOND are payable in lawful money ofthe United
States of America, without exchange or collection charges. The Issuer shall pay interest on this Bond on
February 15, 2013 and on each August 15 and February 15 thereafter to the date of maturity. The last
principal installment ofthis Bond shall be paid to the registered owner hereof upon presentation and surrender
of this Bond at maturity at the principal office of 3 , 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 registered owner 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, fiends of the Issuer required by the resolution of the
Issuer authorizing the issuance of this Bond (the "Bond Resolution") 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
registered owner hereof, at its address as it appeared on the last 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 registered owner.
ANY ACCRUED INTEREST due in connection with the final installment of principal of this Bond
shall be paid to the registered owner upon presentation and surrender ofthis Bond for payment at the principal
corporate trust office of the Paying Agent/Registrar. The Issuer covenants with the registered owner of this
Bond that on or before each principal payment date and interest payment date for this Bond it will make
7
available to the Paying Agent/Registrar, from the "Debt Service Fund° created by the Bond Resoffluon, the
amounts required to provide for the payment, in immediately available finds, of all principal of and interest
on the Bond, when due.
IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday,
Sunday, a legal holiday or a day on which banking institutions in the city where the principal 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 that 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 dated August 1, 2012, authorized in accordance with the Constitution and laws of
the State of Texas in the principal amount of $1,645,000 for the public purpose of providing fiends for public
park and open space improvements including recreational facilities, parking facilities and related
infrastructure, and other purposes permitted by law (the "Projects"), in order to provide improvements for
public park and open space purposes and in order to promote and encourage employment and public welfare
and to promote and develop new and expanded business enterprises, and to pay the costs incurred in
connection with the issuance of the Bond.
ON FEBRUARY 15, 20 , or any date thereafter, the outstanding principal of this Bond may be
redeemed prior to maturity in whole or in part, at the option of the Issuer, with funds derived from any
available and lawful source, at a redemption price equal to the principal amount to be redeemed plus accrued
interest to the date fixed for redemption.
AT LEAST 20 days prior to the date fixed for any optional redemption of the Bond or portions
thereof prior to maturity a written notice of such redemption shall be sent by the Paying Agent/Registrar by
United States mail, first-class postage prepaid, to the Registered Owner of the Bond at its address as it
appeared on the Registration Books on the day such notice of redemption is mailed; provided, however, that
the failure of the Registered Owner to receive such notice, or any defect therein or in the sending or mailing
thereof, shall not affect the validity or effectiveness of the proceedings for the redemption of this Bond. By
the date fixed for any such redemption, due provision shall be made with the Paying Agent/Registrar for the
payment of the required redemption price for the Bond or portions thereof which are to be so redeemed. If
such written notice of redemption is sent and if due provision for such payment is made, all as provided
above, the Bond or portions thereof which are to be so redeemed thereby automatically shall be treated as
redeemed prior to its scheduled maturity, and shall not bear interest after the date fixed for redemption, and
shall not be regarded as being outstanding except for the right of the Registered Owner to receive the
redemption price from the Paying Agent/Registrar out of the funds provided for such payment.
THE PAYING AGENT/REGISTRAR shall note in the Payment Record appearing on this Bond all
prepayments or payments of principal installments on this Bond when made on their respective redemption
or due dates, the date said payment was made and the remaining unpaid principal balance of this Bond and
shall then have said entry signed by an authorized official of the Paying Agent/Registrar. The Paying
Agent/Registrar shall also record such information in the Bond Registration Books.
THIS BOND is issuable in the form of one fully -registered Bond without coupons in the
denomination of $1,645,000. This Bond may be transferred or exchanged as provided in the Bond
Resolution, only upon the registration books kept for that purpose atthe above -mentioned office ofthe Paying
Agent/Registrar upon surrender of this Bond together with a written instrument of transfer or authorization
for exchange satisfactory to the Paying Agent/Registrar and duly executed by the registered owner or his duly
authorized attorney, and thereupon a new Bond of the same maturity and in the same aggregate principal
amount shall be issued by the Paying Agent/Registrar to the transferee in exchange therefor as provided in
the Bond Resolution, and upon payment of the charges therein prescribed. 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 interest due hereon and for all
other purposes. The Paying Agent/Registrar shall not be required to make any such transfer or exchange
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 Resolution that it promptly will appoint
a competent and legally qualified substitute therefor, and cause written notice thereof to be mailed to the
registered owner of the Bond.
THIS BOND shall not be valid or become obligatory for any purpose or be entitled to any security
or• benefit under the Bond Resolution until the Certificate of Authentication shall have been executed by the
Paying Agent/Registrar or the Comptroller's Registration Certificate hereon shall have been executed by the
Texas Comptroller of Public Accounts.
IT IS HEREBY certified, recited, and covenanted that this Bond has been duly and validly
authorized, issued, sold, 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; that this Bond is a special obligation of the Issuer;
that neither the State of Texas, the City, nor any political corporation, subdivision, or agency of the State of
Texas, nor any member of the Board of Directors of the Issuer, either individually or collectively, shall be
obligated to pay the principal of or the interest on this Bond and neither the faith and credit nor the taxing
power (except as described below) of the State of Texas, the City, or any other political corporation,
subdivision, or agency thereof is pledged to the payment of the principal of or the interest on this Bond; that
the principal of and interest on this Bond are secured by and payable from a first lien on and pledge of certain
fiords created under the Bond Resolution and the revenues defined in the Bond Resolution as the "Pledged
Revenues", which include the proceeds of a one-half of one percent sales and use tax levied for the benefit
of the Issuer by the City (the "Sales Tax") pursuant to Chapter 505 of the Act; and that the Registered Owner
hereof shall not have the right to demand payment of the principal of or interest on this Bond from any tax
proceeds other than the Sales Tax proceeds levied for the benefit of the Issuer by the City pursuant to Chapter
505 of the Act, or from any other source.
THE ISSUER HAS RESERVED the right in the Bond Resolution, subject to certain conditions set
forth therein, to issue obligations or incur indebtedness from time to time in the future on a parity with the
Bond with respect to the pledge of and lien on the Pledged Revenues which secures the Bond. The Issuer
may also issue obligations or incur indebtedness which is secured on a junior and subordinate lien with
respect to the Pledged Revenues
THE ISSUER HAS RESERVED THE RIGHT to amend the Bond Resolution as provided therein,
and under some (but not all) circumstances amendments thereto must be approved by the registered owner
of the Bond.
BY BECOMING the registered owner of this Bond, the registered owner thereby acknowledges all
of the terms and provisions of the Bond Resolution, agrees to be bound by such terms and provisions,
acknowledges that the Bond Resolution 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 Resolution constitute a contract between each registered owner hereof and the Issuer.
9
IN WITNESS WHEREOF, the Issuer has caused this on to be signed with the manual or facsimile
signature of the President of the Board of Directors of the Issuer and countersigned with the manual or
facsimile signature of the Secretary of the Board of Directors of said Issuer.
(signature) (signature)
Secretary, Board of Directors President, Board of Directors
(b) Form of Payment Record.
PAYMENT RECORD
Principal Payment
(amount and Remaining Name and Title of
Date of installment(s) to Principal Authorized Officer Signature of Authorized
Payment which payment is Balance making Entry Officer
applied)
(c) Form of Paving Agent/Reh•ar's Authentication Certificate.
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an executed Registration
Certificate of the Comptroller of Public Accounts of the State of Texas)
It is hereby certified that this Bond has been issued under the provisions of the Bond Resolution
described in the text of this Bond; and that this Bond has been issued in replacement of, or in exchange for,
a Bond that 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:
10
[NAME OF PAYING AGENT/REGISTRAR]
[CITY], Texas
Paying Agent/Registrar
Authorized Representative
(d) Form of Assi mg Went.
ASSIGNMENT
Please print or type clearly
For value received, the undersigned hereby sells, assigns and transfers
.into:
Transferee's Social Security or Taxpayer Identification Number:
Transferee's name and address, including zip code:
the within Bond and all rights therermder, 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: Siguatnre(s) must be guaranteed by an
eligible guarantor institution participating in a
securities transfer association recognized signature
guarantee program.
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.
(e) Form of Registration Certificate of the Comptroller of Public Accounts.
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
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 by the Comptroller of Public
Accounts of the State of Texas.
Witness my signature and seal this
Comptroller of Public Accounts of the State of Texas
(COMPTROLLER'S SEAL)
Section 6. PLEDGE.
(a) The Bond and any interest payable thereon, and any Additional Obligations which may be issued
in accordance herewith and be Outstanding from time to time, and any interest payable thereon, are and shall
be secured by and payable from a first lien on and pledge of the Pledged Revenues. The Bond is and will be
secured by and payable only from the Pledged Revenues, and not from amounts on deposit in any other Funds
or accounts of the Issuer, and are not secured by or payable from a mortgage or deed of trust on any real,
personal or mixed properties of the Issuer. Neither the State of Texas, the City, nor any political corporation,
subdivision, or agency of the State of Texas, nor any member of the Board of Directors of the Issuer, either
individually or collectively, shall be obligated to pay the principal of or the interest on the Bond and neither
the faith and credit nor the taxing power (except as described below) of the State of Texas, the City, or any
other political corporation, subdivision, or agency thereof is pledged to the payment of the principal of or the
interest on the Bond. The Registered Owner of the Bond shall not have the right to demand payment of the
principal of or interest on this Bond from any tax proceeds other than the Sales Tax proceeds levied for the
benefit of the Issuer by the City pursuant to Section 4B of the Act, or from any other source.
(b) Article 1208, Government Code, applies to the issuance of the Bond and the pledge of the
Pledged 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 granted by the Issuer under this Section is to be subject to the
filing requirements of Chapter 9, 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, Business
& Commerce Code and enable a filing of a security interest in said pledge to occur.
Section 7. REVENUE FUND. There shall be created and established on the books ofthe Issuer, and
accounted for separate and apart from all other funds of the Issuer, a special trust fund entitled the "Anna
Community Development Corporation Sales Tax Revenue Fund" (hereinafter called the 'Revenue Fund").
All Pledged Revenues shall be credited to the Revenue Fund immediately upon receipt. All Pledged
Revenues deposited into the Revenue Fund shall promptly be transferred to the following funds in the
following order of priority:
FIRST: To the payment of the amounts required to be deposited in the Debt Service Fund
for the payment of Debt Service on the Parity Obligations as the same becomes due and payable;
SECOND: To the payment of the amounts required to be deposited in the Reserve Fund
pursuant to this Resolution or any resolution relating to the issuance of Parity Obligations;
THIRD: To the payment of amounts required to be deposited in any other fiord or account
required by any resolution authorizing the issuance of Parity Obligations; and
FOURTH: To any fluid or account held at any place or places, or to any payee, required by
any other resolution of the Board which authorized the issuance of obligations or the creation of debt
of the Issuer having a lien on the Pledged Revenues subordinate to the lien created herein on behalf
of the Parity Obligations.
Any Pledged Revenues remaining in the Revenue Fund after satisfying the foregoing payments, or
making adequate and sufficient provision for the payment thereof, may be appropriated and used for any other
lawful purpose now or hereafter permitted by law.
i�a
Section 8. DEBT SERVICE FUND.
(a) For the sole purpose of paying the principal of and interest on the Parity Obligations Outstanding
at any time, as the same come due (including principal coming due as a result of any mandatory redemption
of the Parity Obligations), there shall be created and established on the books of the Issuer a separate trust
fund entitled the "Anna Community Development Corporation Sales Tax Revenue Bonds Debt Service Fund"
(hereinafter called the "Debt Service Fund"). The Issuer covenants that there shall be deposited into the Debt
Service Fund prior to each principal and interest payment date from the Pledged Revenues an amount equal
to one hundred per cent (100%) of the interest on and the principal of the Bond then failing due and payable,
and such deposits to pay principal and accrued interest on the Bond shall be made in substantially equal
monthly installments on or before the 25th day of each month, beginning on or before the 25th day of the
month next following the delivery of the Bond to the initial purchasers thereof; provided, however, that in
any Fiscal Year the Issuer may elect to fiord the Debt Service Fund on an accelerated basis and at any time
when amounts on deposit in the Debt Service Fund are sufficient to make payment of all principal and interest
coming due on the Outstanding Parity Obligations within the next twelve months, such deposits of Pledged
Revenues to the Debt Service Fund may be discontinued, until there is once again an amount less than the
principal and interest coming due on the Outstanding Parity Obligations within the next twelve months, at
which time such deposits shall be resumed.
(b) The required deposits to the Debt Service Fund for the payment of principal of and interest on
the Bond shall continue to be made as hereinabove provided until (i) the total amount on deposit in the Debt
Service Fund is equal to the amount required to fully pay and discharge the Bond (principal and interest) then
Outstanding or (ii) the Bond is no longer Outstanding.
Section 9. RESERVE FUND.
(a) There shall be created and ordered held at a depository of the Issuer, for the benefit of all Parity
Obligations, the "Anna Community Development Corporation Sales Tax Revenue Bonds Reserve Fund"
(hereinafter called the "Reserve Fund"). To the extent that the amount on deposit in the Reserve Fund is at
any time of calculation less than the Required Reserve, the Issuer shall deposit to the Reserve Fund the
Required Reserve as provided in this Section or in a resolution authorizing the issuance of Parity Obligations.
The Required Reserve amount for the Bonds may be funded by the deposit to the Reserve Fund of cash or
a Credit Facility. If so funded with a Credit Facility or cash (whether at the time of delivery of Additional
Obligations or by accumulation over time), a cash amount (or investments of cash) or the face value of a
Credit Facility shall at least equal the Required Reserve. All finds, investments and Credit Facilities on
deposit and credited to the Reserve Fund shall be used solely for (i) the payment of the principal of and
interest on Parity Obligations, when and to the extent other funds available for such purposes are insufficient,
(ii) to make Credit Facility Payments and (iii) to the extent not required to maintain the Required Reserve,
to pay, or provide for the payment of, the final principal amount of a series of Parity Obligations so that such
series of Parity Obligations is no longer deemed to be "Outstanding" as such term is defined herein with
reference to the Bond, or (iv) as provided in clause (d) below, any excess amount in the Reserve Fund may
be transferred to the Revenue Fund and allocated in accordance with Section 7 hereof. Subject to subsection
(e) of this Section, the Issuer may at any time substitute a qualifying Credit Facility for all or part of the cash
or other Credit Facility on deposit in, or held for the benefit of, the Reserve Fund.
(b) The Required Reserve may be calculated at the time of either of the following events: (1) the end
ofthe Issuer's current Fiscal Year, or (ii) the date of delivery ofany series ofAdditional Obligations; provided
that the Required Reserve amount may be calculated on the occurrence of such events as if such event
occurred as of the end of the Issuer's then -current Fiscal Year.
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(c) When and for so long as the cash and investments in the Reserve Fund and/or coverage afforded
by a Credit Facility held for the account of the Reserve Fund equal the Required Reserve, no deposits need
be made to the credit of the Reserve Fund; but, if and when the Reserve Fund at any time contains less than
the Required Reserve, the Issuer covenants and agrees that the Issuer shall cure the deficiency in the Reserve
Fund by malting deposits to the Reserve Fund from the Pledged Revenues in accordance with Section 7 by
monthly deposits in amounts equal to not less than 1/36th of the Required Reserve with any such deficiency
payments being made on or before the last day of each month until the Required Reserve has been frilly
restored. Reimbursements to the provider of any Credit Facility deposited to the Reserve Fund shall
constitute the making up of a deficiency to the extent that such reimbursements result in the reinstatement,
in whole or in part, as the case may be, of the face value of the Credit Facility. The Issuer further covenants
and agrees that, subject only to the prior deposits to be made to the Debt Service Fund, the Pledged Revenues
shall be applied and appropriated and used to establish and maintain the Requited Reserve, and any reserve
fiord that may be established for the benefit of any issue or series of Additional Obligations and to cure any
deficiency in such amounts as required by the terms of this Resolution and any other resolution pertaining
to the issuance of Additional Obligations.
(d) Earnings and income derived from the investment of amounts held for the credit of the Reserve
Fund shall be retained in the Reserve Fund until the Reserve Fund contains the Required Reserve. During
such time as the Reserve Fund contains the Required Reserve, the Issuer may, at its option, withdraw all
surplus funds in the Reserve Fund and deposit such surplus in the Revenue Fund.
(e) Notwithstanding any other provision of this Resolution, if a Credit Facility is utilized in
connection with the Bond after the issuance date of the Bond, the Board must specifically approve any such
Credit Facility and any such Credit Facility must be submitted to the Attorney General (if submission is then
required by law) for approval.
(f) In the event that the Issuer deposits in the Reserve Fund a Credit Facility and there is a draw upon
the Credit Facility, the Issuer shall reimburse the issuer of such Credit Facility for such draw, in accordance
with the terms of any agreement pursuant to which the Credit Facility is used, from Pledged Revenues,
however, such reimbursement from Pledged Revenues shall be subject to the provisions of subsection (c) of
this Section and to the provisions of clause SECOND of Section 7.
Section 10. TRANSFER.
(a) Pursuant to the provisions of the Transfer Agreement, the City has agreed to do any and all things
necessary to accomplish the transfer of the Sales Tax collected for the benefit of the Issuer to the Revenue
Fund on a monthly basis. The Transfer Agreement shall govern matters with respect to the collection of sales
and use taxes from the Comptroller, credits and refunds due and owing to the Comptroller, and other matters
with respect to the collection and transfer of the Sales Tax.
(b) The President and the Treasurer of the Board and the Chief Administrative Officer of the Issuer
are hereby ordered to do any and all things necessary to accomplish the transfer of money to the Funds
established hereby in ample time to pay the principal of and interest on the Bond.
Section 11. INVESTMENTS. Money in any Fund established by this Resolution may, at the option
of the Board, be invested in eligible investment securities as described in the Investment Act; provided that
all such investments shall be made in such manner that the money required to be expended from any Fund
will be available at the proper time or times. Investment earnings realized on investments attributable to the
Debt Service Fund shall be retained therein and shall constitute a credit against the amount of money that is
required to be on deposit therein for each payment of principal or interest. Such investments shall be valued
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in terms of current market value as of the last day of each Fiscal Year. Such investments shall be sold
promptly when necessary to prevent any default in connection with the Bond.
Section 12. FUNDS SECURED. Money in all Funds created by this Resolution, to the extent not
invested, shall be secured in the manner prescribed by law for securing funds of the City.
Section 13. PAYMENT. On or before February I55 20133 and semiannually on or before each
August 15 and February 15 thereafter while any portion of the Bond is Outstanding and unpaid, the Issuer
shall cause to be transferred to the Paying Agent/Registrar amounts sufficient to make payment of the
principal of and interest on the Bond to the Holder thereof with finds on deposit in the Debt Service Fund,
Section 14. ADDITIONAL OBLIGATIONS. In addition to the right to issue obligations of inferior
lien, the Issuer reserves the right to issue Additional Obligations which, when duly authorized and issued in
compliance with law and the terms and conditions hereinafter appearing, shall be on a parity with the Bond
herein authorized, payable from and equally and ratably secured by a lien on and pledge of the Pledged
Revenues. The Additional Obligations may be issued in one or more installments, provided, however, that
none shall be issued unless and until the following conditions have been met:
(a) The President of the Board or the Chief Administrative Officer of the Issuer shall have
executed a certificate stating (A) that, to the best of such person's knowledge and belief, the Issuer
is not then in default as to any covenant or requirement contained in any resolution authorizing the
issuance of outstanding Parity Obligations, and (B) either (1) payments into all special fiends or
accounts created and established for the payment and security of all outstanding Parity Obligations
have been made and that the amounts on deposit in such special finds or accounts are the amounts
then required to be on deposit therein or (2) the application of the proceeds of sale of such obligations
then being issued will cure any such deficiency;
(b) The Chief Administrative Officer signs and delivers to the Board a written certificate
reflecting that for (i) the Fiscal Year next preceding the adoption of the resolution authorizing the
proposed Additional Obligations or (ii) a consecutive twelve (12) month period out of the fifteen (15)
month period next preceding the month in which the resolution authorizing the proposed Additional
Obligations is adopted, the Pledged Revenues and interest earnings thereon were equal at least to 1.25
times the Maximum Annual Debt Service requirements on all Parity Obligations to be outstanding
after the issuance of the proposed Additional Obligations; provided, however, that in the event an
increase in the rate of the Sales Tax becomes effective prior to the date of a resolution authorizing
the issuance ofAdditional Obligations, such certificate or report shall calculate the Pledged Revenues
for the calculation period as if such increased rate were in effect during the calculation period; and
(c) The resolution authorizing the Additional Obligations provides that the Debt Service
Fund be augmented by amounts adequate to accunnrlate the sum required to pay the principal and
interest on such obligations as the same shall become due.
SECTION 15. REFUNDING BONDS. The Issuer reserves the right to issue refunding Bonds to
refund all or any part of the Parity Obligations (pursuant to any law then available) upon such terms and
conditions as the Board may deem to be in the best interest of the Issuer, and if less than all such Parity
Obligations then Outstanding are refunded, the conditions precedent prescribed (for the issuance of
Additional Obligations) set forth in Section 14 hereof shall be satisfied, and shall give effect to the refunding.
SECTION 16. SUBORDINATE DEBT. Except as may be limited by a future resolution authorizing
the issuance of Parity Obligations, the Issuer shall have the right to issue or create any debt payable from or
15
secured by a lien on all or any part of the Pledged Revenues for any lawful purpose without complying with
the provisions of Section 14 or 15 hereof, provided the pledge and the lien securing such debt is subordinate
to the pledge and lien established, made and created in Section 6 of this Resolution with respect to the
Pledged Revenues to the payment and security of the Parity Obligations,
SECTION 17. DEFEASANCE OF BOND.
(a) Any Bond and the interest thereon shall be deemed to be paid, retired and no longer outstanding
(a "Defeased Bond") within the meaning of this Resolution, except to the extent provided in subsection (d)
of this Section, when payment of the principal of such Bond, plus interest thereon to the due date (whether
such due date be by reason of 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, without reinvestment,
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 a Bond shall be deemed to be a Defeased Bond hereunder, as
aforesaid, such Bond and the interest thereon shall no longer be secured by, payable from, or entitled to the
benefits of, the ad valorem taxes herein levied and pledged as provided in this Resolution, and such principal
and interest shall be payable solely from such money or 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 herembefore 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 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 a 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 subsection
(a)(i) or (ii) of this Section. All income from such Defeasance Securities received by the Paying
Agent/Registrar which 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 they had not been
defeased, and the Issuer shall make proper arrangements to provide and pay for such services as required by
this Resolution.
Section 18. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BOND.
(a) Replacement Bond. In the event any outstanding Bond is damaged, mutilated, lost, stolen or
destroyed, the Paying Agent/Registrar shall cause to be printed, executed and delivered, a new Bond of the
same principal amount, maturity and interest rate, as the damaged, mutilated, lost, stolen or destroyed Bond,
in replacement for such Bond in the manner hereinafter provided.
16
(b) Application for Replacement Bond. Application for replacement of a damaged, mutilated, lost,
stolen or destroyed Bond shall be made by the Registered Owner thereof to the Paying Agent/Registrar. In
every case of loss, theft or destruction of a Bond, the Registered Owner 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 a Bond, the Registered Owner shall furnish to the Issuer and to the Paying Agent/Registrar
evidence to their satisfaction of the loss, theft or destruction of such Bond, as the case may be. In every case
of damage or mutilation of a Bond, the Registered Owner shall surrender to the Paying Agent/Registrar for
cancellation the Bond so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the event any
such Bond shall have 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) Charg;e for Issuing Replacement Bond. Prior to the issuance of any replacement Bond, the
Paying Agent/Registrar shall charge the Registered Owner of such 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 any 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 Resolution.
(e) Authority for Issuing Replacement Bond. In accordance with Sec. 1206.022, Government Code,
this Section of this Resolution shall constiturte 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 Bond 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 4(a) of this Resolution for a Bond issued in exchange for another Bond.
Section 19. CUSTODY, APPROVAL, AND REGISTRATION OF BOND; BOND COUNSEL'S
OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVISION, IF OBTAINED;
ENGAGEMENT OF BOND COUNSEL.
(a) The President of the Board 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 their investigation, examination, and approval by the Attorney General of the State of Texas, and their
registration by the Comptroller of Public Accounts of the State of Texas. Upon registration of the Bond said
Comptroller of Public Accounts (or a deputy designated in writing to act for said Comptroller) shall manually
sign the Comptroller's Registration Certificate attached to such Bond, and the seal of said Comptroller shall
be impressed, or placed in facsimile, on such Bond. The approving legal opinion of the Issuer's Bond
Counsel and the assigned CUSIP numbers (if obtained) may, at the option of the Issuer, be printed on the
Bond issued and delivered under this Resolution, but neither shall have any legal effect, and shall be solely
for the convenience and information of the Registered Owner of the Bond. In addition, if bond insurance is
obtained, the Bond may bear an appropriate legend as provided by the insurer.
(b) The obligation of the initial purchaser to accept delivery of the Bond is subject to the initial
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 initial purchaser. The engagement of such firm as bond counsel to the Issuer in connection with
17
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 such services as bond counsel, is
hereby authorized in such form as may be approved by the President of the Board, and the President of the
Board is hereby authorized to execute such engagement letter.
Section 20. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE BOND.
(a) Covenants. 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:
(1) to take any action to assure that no more than 10 percent of the proceeds of the Bond
(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 or not received by the Issuer, with respect to such
private business use, do not, under the terms of this Resolution 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;
(2) to take any action to assure that in the event that the "private business use" described in
subsection (1) hereof exceeds 5 percent of the proceeds of the Bond or the projects financed
therewith (less amounts deposited into a reserve fiord, 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) of the Code, to the governmental use;
(3) to take any action to assure that no amoLmt that is greater than the lesser of $5,000,000,
oI 5 percent of the proceeds %J the Bond (less amounts deposited into a reserve fiord, 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;
(4) 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;
(5) to refrain from taking arty action that would result in the Bond being "federally
guaranteed" within the meaning of section 149(b) of the Code;
(6) 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 —
(A) proceeds of the Bond invested for a reasonable temporary period of three years
or less or, in the case of an advance refunding bond, for a period of 30 days or less until such
proceeds are needed for the purpose for which the Bond is issued, and in the case of a current
refunding bond, for a period of 90 days or less,
(B) amounts invested in a bona fide debt service fund, within the meaning of section
1.148-1(b) of the Treasury Regulations, and
fE:l
(C) 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;
( ) to otherwise restrict the use of the proceeds of the Bond or amorints 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 refimdings);
(8) to pay to the United States of America at least once during each live -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; and
(9) to assure that the proceeds of the Bond will be used solely for new money projects.
(b) Rebate Fund. In order to facilitate compliance with the above covenant (a)(8), 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 Registered Owner. The
Rebate Fund is established for the additional purpose of compliance with section 148 of the Code.
(c) Use of Proceeds. The Issuer understands that the term "proceeds" includes "disposition proceeds"
as defined in the Treasury Regulations (hereinafter defined) 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 regulations or rulings promulgated by the U. S. Department of the Treasury pursuant thereto
the "Treasury Regulations"). 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
arty 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 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 taxation of interest on the Bond under section 103 of the Code. In furtherance
of such intention, the Issuer hereby authorizes and directs the President of the Board or Chief Administrative
Officer 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.
(d) Disposition of Proiects. The Issuer covenants that the projects funded with the proceeds of the
Bond will not be sold or otherwise disposed in a transaction resulting in the receipt by the Issuer of cash or
other compensation, unless the Issuer obtains an opinion ofnationally-recognized bond counsel that 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 a legal opinion that such failure to
comply will not adversely affect the excludability for federal income tax proposes from gross income of the
interest.
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(e) Reimbursement. This Resolution is intended to satisfy the official intent requirements set forth
in section 1.150-2 of the Treasury Regulations.
(f) Written Procedures. Unless superseded by another action ofthe Issuer, to ensure compliance with
the covenants contained in this Section regarding private business use, remedial actions, arbitrage and rebate,
the Issuer hereby adopts and establishes the instructions attached hereto as Exhibit A as its written procedures.
(g) Designation as a 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. 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 that when aggregated with the Bond, will result in more than $10,000,000 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; 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 21. SALE OF BOND. The Bond is hereby initially sold and shall be delivered to
(the "Purchaser"), for cash for the par value
thereof, pursuant to the private placement letter dated the date of the final passage of this Resolution which
the President of the Board is hereby authorized to execute and deliver. The Bond shall initially be registered
in the name of the Purchaser. It is hereby officially found, determined, and declared that the terms of this sale
are the most advantageous reasonably obtainable.
Section 22. FURTHER PROCEDURES. The President, Vice President of the Board and Secretary
of the Board, and each of them, shall be and they 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 of and on behalf of the Issuer a Paying Agent/Registrar Agreement with the Paying
Agent/Registrar and all other instruments, whether or not herein mentioned, as may be necessary or desirable
in order to carry out the terms and provisions of this Resolution, the Bond, the sale of the Bond and the
private placement letter. 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 23. NO RULE I Sc2-12 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.
Notwithstanding the foregoing, the Issuer agrees to provide to the Purchaser a copy of the City's annual
audited financial statement within 6 months after the end of each fiscal year of the City, or within 15 days
after completion if the City's annual audited financial statement has not been completed within 6 months of
the end of such fiscal year and is completed at a later date. Additionally, the Issuer will provide to the
Purchaser a copy of its most recent budget upon written request.
Section 24. METHOD OF AMENDMENT. The Issuer hereby reserves the right to amend this
Resolution subject to the following terms and conditions, to -wit:
(a) The Issuer may from time to time, without the consent of the Registered Owner, except as
otherwise required by paragraph (b) below, amend or supplement this Resolution in order to (i) cure any
ambiguity, defect or omission in this Resolution that does not materially adversely affect the interests of the
holders, (ii) grant additional rights or security for the benefit ofthe holders, (iii) add events of default as shall
not be inconsistent with the provisions of this Resolution and that shall not materially adversely affect the
interests of the holders, (iv) qualify this Resolution 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 Resolution as shall not be inconsistent with the provisions
of this Resolution and that shall not in the opinion of the Issuer's Bond Counsel materially adversely affect
the interests of the holders.
(b) Except as provided in paragraph (a) above, the Registered Owner 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 Registered Owner, nothing herein contained shall permit or be
construed to permit amendment of the terms and conditions of this Resolution or in the Bond so as to:
(1) Make any change in the maturity of the Bond;
(2) Reduce the rate of interest borne by the Bond;
(3) Reduce the amount of the principal of payable on the Bond;
(4) Modify the terms of payment of principal or of interest on the Bond or impose any
condition with respect to such payment; or
(5) Change the requirement with respect to Registered Owner consent to such amendment.
(c) If at any time the Issuer shall desire to amend this Resolution under this Section, the Issuer shall
send by U.S. mail to the Registered Owner of the Bond a copy of the proposed amendment.
(d) Whenever at any time within one year from the date of mailing of such notice the Issuer shall
receive an instrument or instruments executed by the Registered Owner of the Bond, which instrument or
instruments shall refer to the proposed amendment and that 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 Resolution pursuant to the provisions of this Section, this
Resolution shall be deemed to be modified and amended in accordance with such amendatory Resolution,
and the respective rights, duties, and obligations of the Issuer and the Registered Owner of the Bond shall
thereafter be determined, exercised, and enforced, subject in all respects to such amendment.
(f) Any consent given by the Registered Owner ofthe Bond pursuant to the provisions of this Section
shall be irrevocable for a period of six months from the date of the ailing of the notice provided for in this
Section, and shall be conclusive and binding upon all future holders of the same Bond during such period.
Such consent may be revoked at any time after six months from the date of the mailing of said notice by the
Registered Owner, or by a successor in title, by filing notice with the Issuer.
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 25. CONSTRUCTION FUND,
The Issuer hereby creates and establishes and shall maintain on the books of the Issuer a separate fiend
to be entitled the "Series 2012-B Bond Construction Fund" for use by the Issuer for payment of all lawful
21
costs associated with the acquisition and construction of the Projects as herembefore provided. Upon
payment of all such costs, any moneys remaining on deposit in said Fund shall be transferred to the Debt
Service Fund.
Section 26. APPROVAL OF SALES TAX REMITTANCE AGREEMENT.
The Sales Tax Remittance Agreement is hereby approved in substantially the form presented at this
meeting and the President of the Board is hereby authorized to execute and deliver the Sales Tax Remittance
Agreement. The Issuer hereby confirms the City's depository bank as the Issuer's depository bank for the
Sales Tax Fund established pursuant to the Sales Tax Remittance Agreement.
Section 27. SEVERABILITY. If any section, article, paragraph, sentence, clause, phrase or word
in this Resolution, or application thereof to any persons or circumstances is held invalid or unconstitutional
by a court of competent jurisdiction, such holding shall not affect the validity of the remaining portion of this
Resolution, despite such invalidity, which remaining portions shall remain in full force and effect.
Section 28. EFFECTIVE DATE. This Resolution shall be effective immediately upon its adoption
by the Board.
(Execution Page Follows)
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PASSED, APPROVED AND EFFECTIVE this
President, Board of Directors
ATTEST:
Secretary, Board of Directors
EXHIBIT A
WRITTEN PROCEDURES
FOR FEDERAL TAX COMPLIANCE
These procedures, together with any federal tax certifications, provons included in the order,
ordinance or resolution (the "Authorizing Document") authorizing the issuance and sale of any tax-exempt
debt such as the Bond (the "Obligations"), letters of instructions and/or memoranda from bond counsel and
any attachments thereto (the "Closing Documents"), are intended to assistthe Issuer in complying with federal
guidelines related to the issuance of such Obligations.
A. Arbitrage Compliance. Federal income tax laws generally restrict the ability to earn arbitrage in
connection with the Obligations. The Issuer's Chief Administrative Officer (such officer, together with other
employees of the Issuer who report to or such officer, is collectively, the "Responsible Person") will review
the Closing Documents periodically (at least once a year) to ascertain if an exception to arbitrage compliance
applies.
Procedures applicable to Obligations issued for construction and acquisition purposes. With respect
to the investment and expenditure of the proceeds of the Obligations that are issued to finance public
improvements or to acquire land or personal property, the Responsible Person will:
1. Instruct the appropriate person who is primarily responsible for the construction, renovation
or acquisition of the facilities financed with the Obligations (the "Project") that (i) binding
contracts for the expenditure of at least 5% of the proceeds of the Obligations must be
entered into within 6 months of the date of closing of the Obligations (the "Issue Date") and
that (ii) the Project must proceed with due diligence to completion;
2. Monitor that at least 85% of the proceeds of the Obligations to be used for the consh•uction,
renovation or acquison of the Project are expended within 3 years of the Issue Date;
3. Monitor the yield on the investments purchased with proceeds of the Obligations and restrict
the yield of such investments to the yield on the Obligations after 3 years from the Issue
Date; and
4. To the extent that there are any unspent proceeds of the Obligations at the time the
Obligations are refunded, or if there are unspent proceeds of the Obligations that are being
refunded by a new issuance of Obligations, the Responsible Person shall continue
monitoring the expenditure of such unspent proceeds to ensure compliance with federal tax
law with respect to both the refunded Obligations and any Obligations being issued for
refunding purposes.
Procedures applicable to Obligations with a debt service reserve fund. In addition to the foregoing,
if the Issuer issues Obligations that are secured by a debt service reserve fimd, the Responsible Person will
assure that the maximum amount of any reserve fund for the Obligations invested at a yield higher than the
yield on the Obligations will not exceed the lesser of (1) 10% of the principal amount of the Obligations, (2)
125% of the average annual debt service on the Obligations measured as of the Issue Date, or (3) 100% of
the maximum annual debt service on the Obligations as of the Issue Date.
Procedures applicable to Escrow Accounts for Refunding Obligations. In addition to the foregoing,
if the Issuer issues Obligations and proceeds are deposited to an escrow fund to be administered pursuant to
the terms of an escrow agreement, the Responsible Person will:
1. Monitor the actions of the escrow agent to ensure compliance with the applicable provisions
of the escrow agreement, including with respect to reinvestment of cash balances;
2. Contact the escrow agent on the date of redemption of obligations being refunded to ensure
that they were redeemed; and
3. Monitor any unspent proceeds of the refunded obligations to ensure that the yield on any
investments applicable to such proceeds are invested at the yield on the applicable
obligations or otherwise applied (see Closing Documents).
Procedures applicable to all Tax -Exempt Obligation Issues. For all issuances of Obligations, the
Responsible Person will:
1. Maintain any official action of the Issuer (such as a reimbursement resolution) stating the
Issuer's intent to reimburse with the proceeds of the Obligations any amount expended prior
to the Issue Date for the acquisition, renovation or construction of the Project;
2. Ensure that the applicable information return (e.g., U.S. Internal Revenue Service ("IRS")
Form 8038-G, 8038-GC, or any successor forms) is timely filed with the IRS;
3. Assure that, unless excepted from rebate and yield restriction under section 148(f) of the
Internal Revenue Code of 1986, as amended, excess investment earnings are computed and
paid to the U.S. government at such time and in such manner as directed by the IRS (i) at
least every 5 years after the Issue Date and (ii) within 30 days after the date the Obligations
are retired;
4. Monitor all amounts deposited into a sinking fund or funds pledged (directly or indirectly)
to the payment of the Obligations, such as the Interest and Sinking Fund, to assure that the
maximum amount invested within such applicable fund at a yield higher than the yield on
the Obligations does not exceed an amount equal to the debt service on the Obligations in
the succeeding 12 month period plus a carryover amount equal to one -twelfth ofthe principal
and interest payable on the Obligations for the immediately preceding 12-month period; and
5. Ensure that no more than 50% of the proceeds of the Obligations are invested in an
investment with a guaranteed yield for 4 years or more.
B. Private Business Use. Generally, to betax-exempt, only an insignificant amount of the proceeds of
each issue of Obligations can benefit (directly or indirectly) private businesses. The Responsible Person will
review the Closing Documents periodically (at least once a year) for the purpose of determining that the use
of the Project financed or refinanced with the proceeds of the Obligations does not violate provisions of
federal tax law that pertain to private business use. In addition, the Responsible Person will:
1. Develop procedures or a "tracking system" to identify all property financed with Obligations;
2. Monitor and record the date on which the Project is substantially complete and available to
be used for the purpose intended;
3. Monitor and record whether, at any time the Obligations are outstanding, any person, other
than the Issuer, the employees of the Issuer, the agents of the Issuer or members of the
general public:
(i) has any contractual right (such as a lease, purchase, management or other service
agreement) with respect to any portion of the Project;
) has a right to use the outpLt of the Project (e.g., water, gas, electricity); or
(iii) has a right to use the Project to conduct or to direct the conduct of research;
4. Monitor and record whether, at any time the Obligations are outstanding, any person, other
than the Issuer, has a naming right for the Project or any other contractual right granting an
intangible benefit;
5. Monitor and record whether, at any time the Obligations are outstanding, the Project, or any
portion thereof, is sold or otherwise disposed of; and
6. Take such action as is necessary to remediate any failure to maintain compliance with the
covenants contained in the Authorizing Document related to the public use of the Project.
C. Record Retention. The Responsible Person will maintain or cause to be maintained all records
relating to the investment and expenditure of the proceeds of the Obligations and the use of the Project
financed or refinanced thereby for a period ending three (3) years after the complete extinguishment of the
Obligations. If any portion of the Obligations is refunded with the proceeds of another series of Obligations,
such records shall be maintained until the three (3) years after the refunding Obligations mature or are
otherwise paid off. Such records can be maintained in paper or electronic format.
D. Responsible Person. A Responsible Person shall receive appropriate training regarding the Issuer's
accounting system, contract intake system, facilities management and other systems necessary to track the
investment and expenditure of the proceeds and the use of the Project financed or refinanced with the
proceeds of the Obligations. The foregoing notwithstanding, each Responsible Person shall report to the
governing body of the Issuer whenever experienced advisors and agents may be necessary to carry out the
purposes of these instructions for the purpose of seeking approval of the governing body to engage or utilize
existing advisors and agents for such purposes.
EXHIBIT C
Sales Tax Remittance Agreement
(See attached)
SALES TAX REMITTANCE AGREEMENT
THIS SALES TAX REMITTANCE AGREEMENT, dated as of July 24, 20123 executed by
and between the City of Anna, Texas (the "City") and the Anna Community Development
Corporation (the "Corporation")
WITNESSETH:
WHEREAS, the Corporation was created by the City pursuant to authority granted by Article
5190.6, Texas Revised Civil Statutes, as amended (the "Act"), specifically with the Corporation to
possess the powers granted by Section 4B of the Act, and now operates under Chapter 505, Texas
Local Government Code; and
WHEREAS, on May 1, 1999, the citizens of the City voting at an election on said date
approved the levy of a one half of one percent sales and use tax upon the receipts at retail of taxable
items, pursuant to the Act (the "Economic Development Sales Tax"); and
WHEREAS, under the Act and the provisions ofthe Texas Tax Code, disbursements of sales
and use taxes are made to cities, such as the City, by the Comptroller of Public Accounts of Texas
the "Comptroller"); and
WHEREAS, under authority of the Act, the Corporation was created to fund and finance
eligible projects under the Act, particularly Section 4B thereof, and to secure said obligations with
the Economic Development Sales Tax collected by the City under authority of Section 4B of the
Act; and
WHEREAS, the parties hereto find it necessary and advisable to enter into this Agreement
to evidence the duties and responsibilities of the respective parties with respect to the collection,
remittance and transfer of such sales and use tax revenues.
NOW THEREFORE, in consideration of the covenants and agreements herein made, and
subjectto the conditions herein setforth,the City and the Corporation contract and agree as follows:
ARTICLE I
SALES TAX FUND
Section 1.1. Creation of Fund. The City agrees to establish and maintain at an official
depository bank of the City (the "Depository"), a fund to be entitled "Anna Community
Development Corporation Sales and Use Tax Fund" (the "Sales Tax Fund"). The Sales Tax Fund
shall be maintained as a separate fund at the Depository, and no other moneys of the City shall be
commingled with the Sales Tax Fund. The City shall also maintain separate investment accounts
into which all deposits shall be transferred when fiends are received.
Section 1.2. Deposits to Fund. The revenues received by the City from the Comptroller
from the charge and levy of the Economic Development Sales Tax shall be deposited as received,
or transmitted by the Comptroller directly, to the credit of the Sales Tax Fund, for the benefit of the
Corporation, and shall be made available to the Corporation from time to time as hereinafter
provided in this Agreement.
Section 1.3. Security for Fund. The City hereby agrees that moneys on deposit in the Sales
Fax Fund shall at all times be collateralized in the manner and with the collateral required by the
City for its own funds.
Section 1.4. Chan eg i�positorX. The City reserves the right from time to time to change
its official depository bank, and hereby agrees to give the Corporation thirty (30) days prior written
notice of any such change in its official depository bank.
ARTICLE II
Section 2.1. Collection of Economic Development Sales Tax. (a) Until the Comptroller is
able to determine and report the amount of the Economic Development Sales Tax levied for the
benefit of the Corporation and any rebate, charge -back or adjustment thereof on a point of collection
basis, the City will allocate a portion of the undivided sales and use tax receipts to the Corporation
on the basis of the total sales and use taxes collected, multiplied by the pro rata portion of the
Economic Development Sales Tax and divided by all other sales and use taxes received from the
Comptroller by the City. In addition, the City will allocate the costs of any rebate or charge -back
applicable to the undivided sales and use tax receipts between the City and the Corporation on a pro
rata basis.
(b) The President of the Board of Directors of the Corporation and the chief financial officer
oI the City shall take such actions as are required to cause the Economic Development Sales Tax
to be delivered and transferred by the Texas State Treasurer and the Comptroller to the City for use
by the Corporation by the fastest and most economically feasible means available.
Section 2.2. Sales Tax Fund. By resolution adopted by the Corporation approving this
Agreement on July 24, 2012 (the "Resolution"), the Corporation confirmed the City's depository
bank as the depository bank for the Sales Tax Fund all as provided herein.
Section 2.3. Transfers to Sales Tax Fund. On or before the 25th day of each month, the City
shall direct the Depository to transfer funds on deposit in the Sales Tax Fund to the credit of the
Revenue Fund of the Corporation. The City shall cause the Depository to make such transfers
within twenty-four (24) hours of receipt of such direction to the extent that there are moneys on
deposit in the Sales Tax Fund to effect such transfer.
Section 2.4. Use of Moneys by Corporation. The Corporation agrees to use the moneys on
deposit in the Corporation's Revenue Fund in a manner consistent with the terms and conditions of
the Act and the election of May 1, 1999.
Section 2.5. Covenant of the City. Recognizing that the Economic Development Sales Tax
shall provide the security for the Corporation's bonds and other obligations, so long as such bonds
2
and other obligations are outstanding, the City covenants and agrees that it will take and pursue all
possible action permitted by the Act and other applicable State law to cause the Economic
Development Sales Tax to be levied and collected conti Dnuously at the rate of one half of one percent
or, to the extent permitted by law and necessary or desirable, at a higher rate, and the City will not
cause a reduction, abatement or exemption in the Economic Development Sales Tax or in the rate
at which it is authorized to be collected.
ARTICLE III
MISCELLANEOUS
Section 3.1. Depository Responsibilities. The President of the Board of Directors of the
Corporation and the chief financial officer of the City shall develop procedures to ensure that the
official depository bank of the City, as it may exist from time to time, shall be obligated to perform
the duties detailed in this Agreement, and to that end the City agrees to incorporate into its
agreement with its official depository bank a covenant by the official depository bank that it will
perform all duties and obligations as a depository as set forth in this Agreement.
Section 3.2. Fees of Depository. In connection with the establishment and maintenance of
the Sales Tax Fund, the Corporation agrees to pay the reasonable costs and expenses of the
Depository associated with the admi Dnistration of the Sales Tax Fund and such costs and expenses,
if any, shall never constitute a cost, liability, or obligation of the City.
Section 3.3. Severability. If any clause, provision, or section of this Agreement should be
held illegal or invalid by any court of competent jurisdiction, the invalidity of such clause, provision,
or section shall not affect any of the remaining clauses, provisions, or sections hereof and this
Agreement shall be construed and enforced as if such illegal or invalid clause, provision, or section
had not been contained herein. In case any agreement or obligation contained in this Agreement
should be held to be in violation of law, then such agreement or obligation shall be deemed to be the
agreement or obligation of the City and the Corporation, as the case may be, to the full extent
permitted by law.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed in
multiple counterparts, each of which shall be considered an original for all purposes, as of the day
and year first set out above.
CITY OF ANNA, TEXAS
By:
Mayor
ANNA COMMUNITY DEVELOPMENT CORPORATION
By:
President, Board of Directors
CITY OF APJIQA, TEXAS
Council Meeting: July 24I 2012
Item No. 13
City Secretary's use only
City of Anna
City Council Agenda
Staff Report
Staff Contact: Jessica Perkins
Account Code #: n/a
Budgeted Amount: n/a Exhibits: X Yes No
AGENDA SUBJECT: Consider/Discuss/Action regarding a Resolution approving a
lease agreement between the Anna Economic Development Corporation and Image
Vision. (Jessica Perkins)
SUMMARY: The Old Post Office is nearly completed and ready for occupancy. Image
Vision has requested to occupy the space in addition to their existing space due to
significant growth. The terms of the contract are for 1 year with one, 1 year renewal and
$2500 monthly rent. The rent is slightly discounted (@25%) from standard market value
for the area. The EDC will also maintain the exterior grounds of the facility. The space
should be occupied starting in August.
STAFF RECOMMENDATION: Staff recommends you approve the resolution.
CITY OF ANNA, TEXAS
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS,
APPROVING THE ANNA ECONOMIC DEVELOPMENT CORPORATION'S LEASE
AGREEMENT WITH IMAGE VISION LABS, INC.
WHEREAS, the City Council of the City of Anna, Texas ("the City Council") recognizes
that the Anna Economic Development Corporation ("EDC") wishes to enter into a Lease
Agreement with Image Vision Labs, Inc. for property owned by the EDC located at 312
N Powell Parkway.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
ANNA, TEXAS, THAT:
Section 1. Recitals Incorporated.
The recitals set forth above are incorporated herein for all purposes as if set forth in full.
Section 2. City Council Approval of Lease Agreement.
The City Council hereby approves and ratifies the EDC entering into the Lease
Agreement, attached hereto as EXHIBIT A, incorporated herein for all purposes, and
authorizes the EDC President to execute same on its behalf, subject to approval as to
form by legal counsel for the EDC, and final content by the EDC Chief Administrative
Officer.
PASSED by the City Council of the City of Anna, Texas, on this the day of July,
2V12.
APPROVED:
ATTEST:
Mike Crist, Mayor Natha Wilkison, City Secretary
CITY OF ANNA, TEXAS RESOLUTION NO. PAGE 1 OF 1
G�TY OE ANiv'A, TEXAS
Council Meeting: July 24, 2012
Account Code #:_
Budgeted Amount
reserve funds
Item No. 14
City Secretary's use only
City of Anna
City Council Agenda
Staff Report
Staff Contact: Jessica Perkins
Exhibits: X_ Yes No
AGENDA SUBJECT: Consider/Discuss/Action regarding a Resolution approving an
agreement between the Anna Economic Development Corporation, the Anna Community
Development Corporation, and Buxton. (Jessica Perkins)
SUMMARY: Buxton is well-known firm out of Fort Worth that specializes in consumer
research. Buxton will come to our community and identify the consumers in our area to
match us with retailers that would fit our market. Their company carries influence and
creditability that is hard to match.
STAFF RECOMMENDATION: Staff recommends you approve the resolution.
CITY OF ANNA, TEXAS
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS,
APPROVING THE ANNA ECONOMIC DEVELOPMENT CORPORATION AND ANNA
COMMUNITY DEVELOPMENT CORPORATION'S CONTRACT FOR CONSULTING
SERVICES TO ASSIST WITH STRATEGIC PLANNING AND MARKETING
WHEREAS, the City Council of the City of Anna, Texas ("the City Council") recognizes
that the Anna Economic Development Corporation ("EDC") and the Anna Community
Development Corporation ("CDC") are considering engaging the professional consulting
services of Buxton Company for strategic economic development planning and
marketing; and
WHEREAS, the City Council recognizes that such services are in the best interest of
the marketing and promotion efforts of the EDC and CDC and will promote new or
expanded business development in the City of Anna;
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
ANNA, TEXAS, THAT:
Section 1. Recitals Incorporated.
The recitals set forth above are incorporated herein for all purposes as if set forth in full.
Section 2. City Council Approval of Consulting Services.
The City Council hereby approves the Anna Economic Development Corporation and
Anna Community Development Corporation's contract for professional services with
Buxton Company for professional consulting services for a fee of $60,000 for strategic
economic development planning and marketing.
PASSED by the City Council of the City of Anna, Texas, on this the day of July,
2012.
APPROVED:
ATTEST:
Mike Crist, Mayor Natha Wilkison, City Secretary
CITY OF ANNA, TEXAS RESOLUTION NO. PAGE 1 OF 1
faoM�:Towx
Council Meeting: July 24, 2012
Account Code #: N/A
Budgeted Amount:
I_1
Item No. 15
Ciry Secretary's use only
City of Anna
City Council Agenda
all Report
Staff Contact: Natha Willcison
Date Prepared: 7-19-12
Exhibits: ❑Yes ❑ No
AGENDA SUBJECT: Consider/Discuss/Action regarding appointments/reappointments
to the Parks Advisory Board, Planning and Zoning Commission, Anna Economic
Development Corporation, Anna Community Development Corporation and Board of
Adjustment. (City Secretary)
SUMMARY:
Parlcs Advisory Board —Currently there are no vacancies on the Park Board. Lauren
Lovato (Place 2) and Rachel Lyon (Place 4) wish to remain on the Park Advisory Board.
Planning &Zoning —There are two (2) vacancies on P & Z, Place 1 and Place 2. Justin
Burr (Place 4) and Darrin Colombo (Place 6) wish to remain on the Planning and Zoning
Commission.
Board of Adjustment —There is one (1) vacancy on BOA, Alternate 2 is vacant. Robert
Simonsen (Place 2) and John Houcek (Place 4) wish to remain on the Board of
Adjustment.
Anna Community Development Corporation —Currently there are no vacancies on CDC.
Jason Focht (Place 2); Constance Stump (Place 4) and Sherilyn Godfrey (Place 6) wish to
remain on Anna Community Development Corporation.
Anna Economic Development Corporation -Currently there are no vacancies on EDC.
Jason Focht (Place 2); Constance Stump (Place 4) and Sherilyn Godfrey (Place 6) wish to
remain on Anna Economic Development Corporation.
Council will need to vote on each board or commission appointments/reappointments
separately
RECOMMENDATION: Staff recommends making appointments/reappointments to
the boards and commissions.
Natha Wilkison
MENNEN
From: Jim Parry <jjkkparry@gmail.com>
Sent: Wednesday, July 18, 2012 10:00 AM
To: Natha Wilkison
Subject: Re: Boards and Commissions Application
Sure, I'm willing.
I need to be reminded of meetings, though.
Jim Parry
On Wed, Jul 18, 2012 at 9:57 AM, Natha WilIcison<nwillcison,;�r),an����texas.gav> wrote:
Earlier this year you submitted an application to be on the Parks Advisory Board. Cuf7ently there is not a
vacancy on the Park Board. Are you wanting to serve on a City board or commission still and would you be
interested in serving on another City board or commission such as the Planning and Zoning Commission or
Board of Adjustment?
City Council will be making appointments or reappointments to the Ciry's boards a<id commissions at their
meeting on Tuesday, July 24t1i. Please let me know if you are interested in being considered for an appointment.
Thank you,
Natha
City Secretary
City of Anna
972-924�332�
nw
iikison an�atcx�s.c�ov
i
CITY OF ANNA
Yv..- APPLICATION FOR
C:I7Y QPhr,NA.7GXA: CITY COUNCIL -APPOINTED BOARDS AND COMMISSIONS
Board/Commission Preference: Nose: Applications wilt be field for one (1) year.
❑ EDC -Economic Development Corporation
❑ P&Z-Planning and Zoning Commission
❑ Board of Adjustments
Name: dim Parry
❑ CDC —Community Development Corporation
�] Parks Advisory Board
Home Address: 1802 Cedar Wood Trail, Anna, TX 75409
Home Telephone: 24.326.1043
Home Fax:
Home Emai►: 1lkkparry@gmaiLcom Anna resident for 6
Profession/occupation:
Business Name: Trinity Science Solutions
Business Address: Gunter, TX
Business Telephone: 214.454*4435 Business Fax:
Business E-mail: Jim@trinitysciencesolutions.com
years
Special knowledge or experience applicable to board/commission function:
I have worked in outdoor programming management for 30 years for the YMCA.
I was the Program Diredtor at the Adventure Camp 2006 - 2011,
I am on the board for Texas Association for Environmental Education.
Other information
I am active in n
.g., civic activities):
church, and have served an several vestries and leadershi
committees and boards.
Have you ever been convicted of a felony or a crime involving moral turpitude? No
Signature
Please return completed appNcation to:
Office of the City Secretary
I 7 N. Powell Parkway
PO Box 776
Anna, TX 75409-0776
1 /27/2011
Date
972-924-3325
972-924-2620 FAX
nwiiki son@annatexas.gov
JaN 3 0 2012
Jim Parry
Resume
ContacE:
1802 Cedar Wood Trail
Anna, TX 75409
Cell Phone: 214.326.1043
"k� koarry�ic gmail.com
Current Positions:
Substitute Teacher, Anna ISD, Gail Higgins (972) 924-1000 or gail.ii[ggitisA nnaisd.erc;.
Trinity Science Solutions (January 2006 —present)
Earth Science and State Standards Education, home of the Big Canyon Balloon and Earth Orbit Expo.
Supervisors: Laurie Henry, Terri Monk 972.632.8202 www.trinittvsciencesolutions.com, McKinney, Texas,
75070. Teacher, assist with marketing and curriculum development
Education:
BA, University of Minnesota, Geology
Certifications:
YMCA Senior Director, Executive Development Program, Camp Director University, Lifeguard, First Aid,
CPR, AED, Child Abuse Prevention, New Staff Orientation Trainer, Eagle Scout, YMCA White Rag, High
Ropes, Climbing Wall, fluent in all Microsoft Office applications, web design, curriculum writing.
Professional invotvement:
American Camp Association Children and Nature Committee, E-Institute Faculty
YMCA of the USA Environmental Education Task Force
'Naturally" — Columnist, Camping Magazine
Board member Texas Association for Environmental Education
Past president, Indiana Association for Environmental Education
Trainer for various YMCA, ACA, TAEE conferences
Chair — Outdoor Nudge Conference
Convener, North Texas Outdoor Educators
Previous Experience:
Outdoor Education Director (February 2006 to December 2010)
YMCA Collin County Adventure Camp, YMCA of Metropolitan Dallas
vvww,collincouiityadventurecamp.orq
Oversee operations for Outdoor Education program
Annual program budget $1.3 million, $2.1 for Camp, serving 12,000 people, 23,000 for Camp
Strang relations with over 80 schools
Achieved 100% growth in 5 years
Recruiting, hiring, training, supervising 18 staff Facilitators
Budgeting, program supplies, camp operations team, curriculum development
Strategic planning, marketing, web page, YMCA relations
Executive Director, YMCA Camp Potawotami, YMCA of Greater Fort Wayne (2002 -- 2006)
Outdoor Education Director, Flat Rock River YMCA, YMCA of Indianapolis (1999 - 2002)
Associate Executive Director, YMCA Gamp Kern, Dayton YMCA (1998 —1999)
Outdoor Education Director, Camp Classen YMCA, YMCA of Oklahoma City (1992 —1998)
Outdoor Education Director, Storer Camps, YMCA of Toledo, Ohio (1989 —1992)
Program Coordinator, Frost Valley YMCA, Claryville, New York (1987 - 1989)
Seasonal Teacher: Storer Camps, Camp Campbell Gard, Piney Lake for Eco-Education, Camp St. Croix,
Personal: Married to Jennifer, 2 daughters, active in my church, play guitar.
References for Jim Parry
Kevin Spaeth
Executive Director, Collin County Adventure Camp
Anna, Texas
Now at: Mustang Island Episcopal Camp and Conference Center
(evin.spaeth@dwtx.org
214.667.5600
Brian Thomas
Outdoor School Coordinator, Plano ISD
Piano, Texas
Office: 469�752-8168
Cell : 214-914-2603
Brian Thomas l,%Q eclu
The Reverend Janice Auch
Executive Pastor, St. Philips Episcopal Church
Frisco, Texas
Cell: 972.795.8296
Office: 972-795-8296
janiceauch s_E il€ aasfrisco.orn
John Haskin, phD
Director of Education, islandwood Outdoor Center
Bainbridge Island, Washington
206085504300
johnh@islandwood.org
Albert McWhorter
Past Director, Camp Classen YMCA, retired
Norman, Oklahoma
(405) 44T8721
apricemcwhorter@gmail. com
r�
Council Meeting: July 24, 2012
Account Code #: N/A
Budgeted Amount: N/A
Item No. 16
City Secretary's use only
City of Anna
City Council Agenda
Staff Report
Staff Contact: Philip Sanders
Date Prepared: 7-19�12
Exhibits: ❑Yes ❑ No
AGENDA SUBJECT: CLOSED SESSION (EXCEPTIONS): Under Tex. Gov't
Code Chapter 551, the City Council may enter into closed session to discuss any
items listed or referenced on this agenda under the following exceptions:
a. consult with legal counsel regarding pending or contemplated litigation
and/or on matters in which the duty of the attorney to the governmental
body under the Texas Disciplinary Rules of Professional Conduct of the
State Bar of Texas clearly conflicts with Chapter 551 of the Government
Code (Tex. Gov't Code §551.071). Anticipated litigation with Amazing
Solar Solutions; "City of Anna v. City of Weston, Cause No. 380-02570-
2011, in the 380th District Court of Collin County, Texas'; City of Anna v.
Walmat Inc., et al.; Cause No. 429-00288-2009, in the 429th District Court
of Collin County, Texas".
The council filrther reserves the right to enter into executive session at any
time throughout any duly noticed meeting under any applicable exception
to the Open Meetings Act.
SUMMARY:
RECOMMENDATION:
Council Meeting: JuIX 24, 2012
Account Code #: N/A
Budgeted Amount:.
Item No. 17
City Secretary's use only
City of Anna
City Council Agenda
Staff Report
Staff Contact: Philip Sanders
Date Prepared: 7-19-12
Exhibits: ❑Yes ❑ No
AGENDA SUBJECT: Consider/Discuss/Action on any items listed on posted
agenda for July 24, 2012 City of Anna Workshop Session or any closed session occurring
during this Regular Meeting, as necessary.
SUMMARY:
RECOMMENDATION:
Council Meeting: July 24, 2012
Account Code #: N/A
Budgeted Amount: N/A
AGENDA SUBJECT: Adjourn.
SUMMARY:
Item No. 18
City Secretary's use only
City of Anna
City Council Agenda
Staff Report
Staff Contact: Philip Sanders
Date Prepared: 7-19-12
Exhibits: ❑Yes ❑ No
RECOMMENDATION: Staff recommends a motion to adjourn.