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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 VC e`` a .r e e augniogwatdsaL e Sol o o Wf? s ®n a Cane.- 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 r<a . tAW < `.� L ,r 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 fML Risk'Pooh nit apluded an TML Member Is 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 •-i 4-4 �4 �4 rs >1 (1) O 4-) 4-) (1) m Ln -I-) U) U) rjc� i~ r� ro (n r1 U) U) (d 0-) �4 �4 U �l 'o a) •H O O Ln o 124 �4 U U O a) 4- �4 ri O U U) rci vci O �4 �4 O O 4� 4J a) M 4-) -P O O � 1:4 �j a) 4-4 4-4 4-) U) 4-4 O U • (1) O N 'O 'o O U) r� 4-) 4J x (1) >r a) (0 (1) (1) 4-4 1) � Q O O 4-) cn va U) N (0 O I) 'o O O (d �4 U 6l U r-O �4 �4 �j U) U) rn (0 U) r i~ r~ 3 U) W Q (0 r-i �4 4--) O O � Q U) (1) -- a) �A �4 �4 O t•1 -I-) (1) (1) 4-) �3: a) •ri •ri (0 (Y) U 0) 4j i~ O �4 a Q0 W >1 (d «S (1) rI 1:4 4-) - - (a) �-j a co (N N )n a p 4--) o � a) 41 Oo U) 3 � uj U) SA N (n U w O 4-) a) a) Pa •ri Q � rd :q (0 LO � 04 04 W O Q 04 LH •H J ri rn N •ri �A fo rii O ro U U un Z (Y) �:s U a) G HH 0 O a) O r i (0LnrI OU i' E-+ W 'O U «i O O r-i cc w W H �I O O M4=NO x� 'Z( Cj o o C7 V1 W X� Q x-� � � a) � o�)n U r-i)H W Z a (1) rd �4 U U) -I-) O N N U) (0 z rc: O •r1 (0 U) �4 r-i `-i a) z Q -4-) b) U 4--) TS -P O \ H z W a) �4 O U) a) 4-4 4-4 4-4 a) C7 rl �A (0 �4 O O >1 s~ W G a -H (1) 04 � -P -I-) rt 4-) CCl h ro � (1) O >r — is U) U U ZD) w G. a) �O ro �-4 �-1 $:� r� i~ �4 r4 O OC ro c0 -I-) fz 3 O -J -I-) w 3 H (n -I-) (D bT N ro - H rl ri r-I r-I H W •ri Q i~ w o •-i r l r I O U) ro r� *H i co O O (1) O w in x (0 (1) H 4-4 �4 rO (0 3 4-4 J ' o (1) �-1 rQ Zj H ri O (1) Q H i~ 'o 04 3 N W �� LHla4 W-P Wr� >I ~ 040 a) N = = 4� J >1 r-I (0 (0 W �4 )n t�o Lc) O Qo O 4-4 -I-) O U 4J Ln r-i r-i to r-4 -P O s~ �4 U) 4-A U) - - - a) - c0 (0 m O o Ln o i~ )n - -P O U x 4-) c-i (2) N r i -ri N d' U U (1) 4-) (1) U) O 040 O r-� O o «S a) H riff r� H Oo 04 o co o �-4 i~ 4-4 -r-I OD (o o cc) �3: o in 4-) •rI •r1 . U r-1 4-4 U O N r d 3 >r O U) U) Z 0Y r-i Z5 ro O' o � r0 (1) W W W 4-) W 4-4 (7 U i~ �l s~ U O D U U) U 0 H ro O H •ri 4, 2; �E! (0 � H U C7 4-4 r i W W W (1) W (1) 4A W (0 -P v) W O :1� U O fA i~ �-1 �:i 3 W >1 i~ (1) • ri O 4J (0 o t~ rd U) FC . Q r-i H VC: 0 -I-) 4-) (1) (0 O O •H 4-4 4-4 N � •ri U 0 a U 4-4 fY4 0 r-I •ri zo (0 Q H N m N X W i I I I I I I II F- JL_ I I I I ( I I I I I I I 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 �� °$, me °."�°� oor °%N °r2` - 41 e"- .osoga�3°�e a m8`soh €e- s °�.t'`a ° oo qq 8 ��tl Nag Y N� u�.>, �•�• �ioa ,aa ,I,��2LLS Nd6?lI]?I�J.ATI y V- r mIk`"wsr �M1foa ,BBy 0 N a 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. c • tia � H V �1 U ih • Va1 z� �C*n U J 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 !3 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. 10 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; I1 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 12 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. 13 (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 14 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. 15 (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. 16 (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. 13 (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 14 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. 19 (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) 22 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.