HomeMy WebLinkAboutCCpkt2014-04-08C_7
y{pIIg}FIOMETOWN CITY COUNCIL MEETING
SIGN IN SHEET
DATE:
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/Spealcer Registration Form. Please hand
the Opinion/Speaker Registration Form to the City Secretary prior to the start of the City
Council Meeting.
NAME ADDRESS
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Y{OUR} HOME'tOW N
CITY OF ANNA AGENDA NOTICE -CITY COUNCIL WORKSHOP
April 8, 2014
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., April
8, 2014, at the Anna City Hall Administration Building, located at 111 N. Powell
Parkway (Hwy 5), regarding the following items:
1. Call to Order.
2. Roll Call and Establishment of Quorum.
3. Update and Discussion regarding the City's Strategic Plan. (City Manager)
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);
b. discuss or deliberate the purchase, exchange, lease, or value of real
property (Tex. Gov't Code §551.072); acquisition of right -of --way
and utility easements;
l .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 ofthe 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.
04-08-14 CC Workshop Meeting Agenda.doc 1 Posted 04-04-14
c. discuss or deliberate Economic Development Negotiations: (1) To
discuss or deliberate regarding commercial or financial information
that the City has received from a business prospect that the City seeks
to have locate, stay, or expand in or near the territory of the City of
Anna and with which the City is conducting economic development
negotiations; or (2) To deliberate the offer of a financial or other
incentive to a business prospect described by subdivision (1). Tex.
Gov't Code .551.087 ); proposed retail development; Villages of
Hurricane Creek.
d. discuss or deliberate personnel matters: City Secretary Update; City
Attorney Annual Review. (Tex. Gov't Code 4551.074).
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.
5. Consider/Discuss/Action on any items listed on posted agenda for April 8, 2014
City of Anna City Council Regular Meeting or any Closed Session occurring
during this Workshop, as necessary.
6. Adjourn.
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 all
bulletin board at or before 5:00 p.m., April 4, 2014.
Natha Wilkison, City Secretary
l .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.
04-08-14 CC Workshop Meeting Agenda.doc 2 Posted 04-04-14
Y{OUft}HOMETOWN
Council Meeting: April 8, 2014
Account Code #: N/A
Item No. 3 WS
City Secretary's use only
City of Anna
City Council Agenda
Staff Report
Staff Contact: Philip Sanders
Date Prepared: 4-03�14
Budgeted Amount: N/A Exhibits: ❑Yes ❑ No
AGENDA SUBJECT: Update and Discussion regarding the City's Strategic Plan.
(City Manager)
SUMMARY:
RECOMMENDATION:
l
y{OUR.} HONtETOW N
CITY OF ANNA AGENDA NOTICE —CITY COUNCIL REGULAR MEETING
Apri18, 2014
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., April 81
2014, 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 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.
Z. Invocation and Pledge of Allegiance.
3. Citizen comments. Citizens are allo�t�ed 3 rninzrtes to speak. The Council is
unable to respond to or discuss any issues that are brought zip 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 inquire.
4. Receive reports from Staff or the City Council about items of community
interest. Items of community interest include: expr essiorfa 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 entio� 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 resen�es 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.
04-08-14 CC Regular Meeting Agenda.doc 1 Posted 04-04-14
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 March 25, 2014 Regular Meeting.
b. Approve City Council Minutes for April 1, 2014 Special Meeting.
6. Consider/Discuss/Action regarding a Resolution creating a Downtown
Advisory Committee. (Maurice Schwanke)
7. Consider/Discuss/Action regarding a Resolution approving a Professional
Services Agreement with Centurion American. (City Manager)
8. Consider/Discuss/Action regarding a Resolution approving a Financial
Advisory Agreement with First Southwest Company. (City Manager)
9. Consider/Discuss/Action regarding the City's vote for the re-election of
nominees to the Build America Mutual Assurance Company's Board of
Directors. (Clayton Fulton)
10. 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);
b. discuss or deliberate the purchase, exchange, lease, or value of real
property (Tex. Gov't Code §551.072); acquisition of rights -of --way
and utility easements;
c. discuss or deliberate Economic Development Negotiations: (1) To
discuss or deliberate regarding commercial or financial information
that the City has received from a business prospect that the City seeks
to have locate, stay, or expand in or near the territory of the City of
Anna and with which the City is conducting economic development
negotiations; or (2) To deliberate the offer of a financial or other
incentive to a business prospect described by subdivision (1). Tex.
Gov't Code .551.087); proposed retail development; Villages of
Hurricane Creek.
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.
04-08-14 CC Regular Meeting Agenda.doc 2 Posted 04-04-14
d. discuss or deliberate personnel. matters: City Secretary Update; City
Attorney Annual Review. (Tex. Gov't Code 4551.074).
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,
11. Consider/Discuss/Action on any items listed on posted agenda for April 8,
2014 Workshop Session or any closed session occurring during this Regular
Meeting, as necessary.
12. Adjourn.
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. April 4, 2014.
Natha Wilkison, City Secretary
] .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.
04-08-14 CC Regular Meeting Agenda.doc 3 Posted 04-04-14
r�
Council Meeting: April 8, 2014
Account Code #:
Budgeted Amount:. N/A
AGENDA SUBJECT:
SUMMARY:
RECOMMENDATION:
Call to order.
Item No. 1
City Secretary's use only
City of Anna
City Council Agenda
Staff Report
Staff Contact: Philip Sanders
Date Prepared: 4-03-14
Exhibits: ❑Yes ❑ No
Council Meeting: April 8, 2014
Account Code #: N/A
Item No. 2
City Secretary's use only
City of Anna
City Council Agenda
all Report
Staff Contact: Philip Sanders
Date Prepared: 4-03-14
Budgeted Amount: N/A Exhibits: ❑Yes
AGENDA SUBJECT: Invocation and Pledge of Allegiance.
SUMMARY:
RECOMMENDATION:
Item No. 3
City Secretary's use only
City of Anna
City Council Agenda
Staff Report
HOMETOWN
Council Meeting: April 8, 2014 Staff Contact: Philip Sanders
Account Code #: N/A Date Prepared: 4-03-14
Budgeted Amount: N/A Exhibits: ❑Yes ❑ No
AGENDA SUBJECT: Citizen Comments. Citizens are allowed 3 minittes 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,
specific
factual information in response to a citizen'
response to the inquiry.
SUMMARY:
other than to make statements of
s inquire or to recite existing policy in
�z��„rxt•r. i
Council Meeting: April 8, 2014
Account Code #: N/A
Budgeted Amount:
Item No. 4
City Secretary's use only
City of Anna
City Council Agenda
all Report
Staff Contact: Philip Sanders
Date Prepared: 4-03-14
Exhibits: ❑Yes ❑ No
AGENDA SUBJECT: 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 ivas 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 mznicipality that has arisen after the posting of the agenda.
Council Meeting: Apri18, 2014
Account Code #: N/A
Budgeted Amount: N/A
Item No. 5 a - b
City Secretary's use only
City of Anna
City Council Agenda
all Report
Staff Contact: Philia Sanders
Date Prepared: 4-03-14
Exhibits: ❑Yes ❑ No
AGENDA SUBJECT: Consent Items. These items consist of non -controversial or•
'housekeeping" items required by lain. 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 March 25, 2014 Regular Meeting.
b. Approve City Council Minutes for April 1, 2014 Special Meeting.
RECOMMENDATION: Staff recommends approval of the consent items.
MINUTES OF
CITY OF ANNA AGENDA NOTICE - CITY COUNCIL WORKSHOP
March 25, 2014
6:30 p.m. —Anna City Hall Administration Bung
The City Council of the City of Anna met in Workshop Session at 6:30 p.m., March 25,
2014, at the Anna City Hall Administration Building, located at 111 N. 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.
Mayor Mike Crist and Council Members James T. Cook, Lauren Lovato, Chad
Barnes and Dick Dowd were present. Council Member John Hopewell and
Nathan Bryan were absent.
Council Member Barnes made the motion to enter into closed session at 6:31 pm.
Council Member Dowd seconded the motion. Motion passes.
AYE 5
NAY 0
3. 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);
b. discuss or deliberate the purchase, exchange, lease, or value of
real property (Tex. Gov't Code §551.072);
c. discuss or deliberate Economic Development Negotiations: (1) To
discuss oi• deliberate regarding commercial or financial
information that the City has received from a business prospect
that the City seeks to have locate, stay, or expand in or near the
territory of the City of Anna and with which the City is
conducting economic development negotiations; or (2) To
deliberate the offer of a financial or other incentive to a business
prospect described by subdivision (1). (Tex. Gov't Code .551.087
I; proposed retail development, Villages of Hurricane Creek.
03-25-14 CC Workshop Meeting Minutes.doc 1 03-2544
d. discuss or deliberate personnel matters: City Secretary Update;
(Tex. Gov't Code .551.074).
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 Dowd made the motion to return to open session at 7:23 pm.
Council Member Cook seconded the motion. Motion passes.
AYE 5 NAY 0 ABSTAIN 0
5. Consider/Discuss/Action on any items listed on posted agenda for March 25,
2014 City of Anna City Council Regular Meeting or any Closed Session
occurring during this Workshop, as necessary.
Council Member Barnes made the motion to take no action. Mayor Crist
seconded the motion. Motion passes.
AYE 5 NAY 0 ABSTAIN 0
6. Adjourn.
Council Member Lovato made the motion to adjourn at 7:24 pm. Council
Member Cook seconded the motion. Motion passes.
ATTEST: APPROVED:
Natha Wilkison, City Secretary
Mike Crist, Mayor
03-25-14 CC Workshop Meeting Minutes.doc 2 03-25-14
MINUTES OF
CITY OF ANNA AGENDA NOTICE —CITY COUNCIL REGULAR MEETING
March 25, 2014
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., March 25,
2014, at the Anna City Hall Administration Building, located at 111 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 Crist called the meeting to order at 7:30 pm.
2. Invocation and Pledge of Allegiance.
Mayor Crist gave the invocation.
3. Citizen comments. Citizens are allowed 3 minutes to speak. The Cozrncil is
unable to respond to or discuss any issues that are brought lip 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.
None
4. Receive reports from Staff or the City Council about items of community
interest. Items of community interest irlclarde0 expressions of thanks,
congratulations, or condolence; information regarding holiday schedules,
all 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.
None
5. Consent Items. These items consist ofnon-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.
03-25-14 CC Regular Meeting Minutes.doc 1 03-25-14
a. Approve City Council Minutes for March 11, 2014 Regular
Meeting
Council Member Barnes made the motion to approve. Council Member
Lovato seconded the motion. Motion passes.
AYE 5
NAY 0
ABSTAIN 0
6. Presentation of the FY 2013 Audit. (Clayton Fulton)
Clayton Fulton, Director of Finance presented the item to council and
introduced auditor Rod Abbott of LaFollett & Abbott PLLC. Mr. Abbott
reviewed the audit and answered questions from council members.
7. Review the FY 2015 Budget Calendar. (Clayton Fulton)
Clayton Fulton, Director of Finance presented the budget calendar and
answered questions from council members.
8. Briefing/Discussion regarding Collin County roadway bond project. (City
Manager)
City Manager, Philip Sanders presented the item to council and answered
questions.
Council did not enter closed session at this time.
9. 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.0
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);
b. discuss or deliberate the purchase, exchange, lease, or value of
real property (Tex. Gov't Code §551.072);
c. discuss or deliberate Economic Development Negotiations: (1) To
discuss or deliberate regarding commercial or financial
information that the City has received from a business prospect
that the City seeks to have locate, stay, or expand in or near the
territory of the City of Anna and with which the City is
conducting economic development negotiations; or (2) To
deliberate the offer of a financial or other incentive to a business
prospect described by subdivision (1). (Tex. Gov't Code
03-25-14 CC Regular Meeting Minutes.doc 2 03-25-14
551.087); proposed retail development, Villages of Hurricane
Creek.
d. discuss or deliberate personnel matters: City Secretary Update.
(Tex. Gov't Code §551.074).
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.
10. Consider/Discuss/Action on any items listed on posted agenda for March
25, 2014 Workshop Session or any closed session occurring during this
Regular Meeting, as necessary.
Council Member Lovato made the motion to take no action. Council Member
Cook seconded the motion. Motion passes.
AYE 5 NAY 0 ABSTAIN 0
11. Adjourn.
Council Member Cook made the motion to adjourn at 8:18 pm. Council
Member Lovato seconded the motion. Motion passes.
AYE 5 NAY 0 ABSTAIN 0
ATTEST: APPROVED:
Natha Wilkison, City Secretary
Mike Crist, Mayor
03-25-14 CC Regular Meeting Minutes.doc 3 03-25-14
MINUTES OF
CITY OF ANNA AGENDA NOTICE —CITY COUNCIL SPECIAL MEETING
April 1, 2014
6:30 p.m. —Anna City Hall Administration Building
The City Council of the City of Anna met in Special Session at 6:30 p.m., April 1, 2014,
at the Anna City Hall Administration Building, located at 111 North Powell Parkway
(Hwy 5), to consider the following items.
1. Call to Order.
Mayor Milce Crist called the meeting to order at 6:35 pm. Mayor Mike Crist
and Council Members Lauren Lovato, Chad Barnes, Nathan Bryan and Dick
Dowd were present. Council Members James T. Cook and John Hopewell
were absent.
2. Approve the FY 13 audit as presented to the City Council on March 25,
2014. (Clayton Fulton)
Clayton Fulton, Director of Finance presented the item to council. Council
Member Lovato made the motion to approve. Council Member Barnes
seconded the motion. Motion passes.
Aye 5
NAY 0
ABSENT 0
3. Briefing/Discussion regarding proposed Villages of Hurricane Creek
development. (City Manager)
City Manager, Philip Sanders presented the item to council. Mr. Sanders
turned the meeting over to Shane Kirkman who presented a concept Plan for
the Villages of Hurricane Creek. Mr. Kirkman answered questions from city
council and staff members. Representatives with Centurion American spoke
about their product and the ability to get builders to come to Anna and build a
good product.
4. Briefing/Discussion regarding Public Improvement Districts and Tax
Increment Reinvestment Zones. (City Manager)
City Manager, Philip Sanders presented the item to council. Mr. Sanders
turned the meeting over to Jim Sabonis with First Southwest. Mr. Sabonis
presentation was an overview of Tax Increment Reinvestment Zones, Public
Improvement Districts and Utilization of Financing to Monetize TIRZ and
PID cash flows. Mr. Sabonis and staff answered question from council
members.
Council Member Bryan made the motion to enter closed session at 7:53 pm.
Council Member Barnes seconded the motion. Motion passes.
AYE 5 NAY 0 ABSTAIN 0
04-01-14 CC special Meeting Minutes.doc 1 04-01-14
5. CLOSED SESSION (EXCEPTIONS): Under Tex. Gov't Code Chaptei0
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)0
b. discuss or deliberate Economic Development Negotiations: (1) To
discuss or deliberate regarding commercial or financial
information that the City has received from a business prospect
that the City seeks to have locate, stay, or expand in or near the
territory of the City of Anna and with which the City is
conducting economic development negotiations; or (2) To
deliberate the offer of a financial or other incentive to a business
prospect described by subdivision (1). (Tex. Gov't Code
55 1.0g7).
c. discuss or deliberate the purchase, exchange, lease, or value of
real property (Tex. Gov't Code §551.072);
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 Bryan made the motion to return to open session at 8:11
pm. Council Member Lovato seconded the motion. Motion passes.
NAY 0
6. Adjourn.
ABSTAIN 0
Mayor Crist made the motion to adjourn at 8:12 pm. Council Member Lovato
seconded the motion. Motion passes.
ATTEST:
Natha Wilkison, City Secretary
Mike Crist, Mayor
04-01-14 CC Special Meeting Mimrtes.doc 2 04-01-14
Council Meeting: 04/08/2014
Account Code #:
Budgeted Amount: $ N/A
Item No. 6
City Secretary Use Only
City of Anna
Staff Report
Staff Contact: Maurice Schwanke
Date Prepared: 04/04/2014
Exhibits: ■Yes ❑ No
AGENDA SUBJECT: Citizen Advisory Group for Downtown Plan
SUMMARY: The City of Anna Strategic Plan, as one of the City's annual goals, directs staff to Promote
Downtown Redevelopment. Anna has significant potential to reestablish and revitalize its downtown area
- something many neighboring communities have done with success. In many of these communities, the
downtowns have become centers of essential growth, providing jobs and raising property values. As part
of their newly reinvigorated downtowns, communities are bringing in a strong core of small businesses,
business and civic centers, entertainment districts, and unique housing opportunities. Creating a
downtown plan will help shape a vision of a vital downtown into reality.
Facilitating stakeholder and public input for envisioning a vital downtown is a crifrcal component for the
planning process to be successful. Staff recommends that the council adopt a resolution establishing a
Citizen Advisory Group to assist with input. The Group should be representative of the various
stakeholders involved. Other than the City Council Liaison and other stakeholder members as deemed
appropriate by the City Council the following people have been contacted and are willing to participate if
Appointed:
1. City Council Liaison
2. Planning and Zoning Cormnission —Justin Burr
3. Economic Development Corporation -Alonzo Tutson
4. Downtown area property owners: — Jon Hendricks
Julian Smith
John Rattan
5. Other stakeholder membership as deemed appropriate at Council's discretion
RECOMMENDED ACTION
Make appointments and approve Resolution.
CITY OF ANNA, TEXAS
RESOLUTION NO.
A RESOLUTION OF THE CITY OF ANNA, TEXAS ESTABLISHING A CITZEN ADVISORY GROUP FOR THE
PURPOSE OF ASSISTING STAFF IN THE CREATION OF A NEW DOWNTOWN AREA PLAN TO BECOME A
CHAPTER IN THE COMPREHENSIVE PLAN 2010 - 2030.
WHEREAS, the City of Anna, Texas (the City) adopted the Comprehensive Plan 2010 -2030 to guide the
long-range development of the municipality and to coordinate and guide the establishment of
development regulations; and
WHEREAS, the Comprehensive Plan 2010 - 2030 was not intended to be a static document, but rather a
dynamic document that would be changed periodically as necessitated by development needs; and
WHEREAS, City Council has identified a need to revitalize downtown Anna as part of the 2013 City of
Anna Strategic Plan; and
WHEREAS, public participation and feedback is critical to the success of this project; and
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THAT:
Section 1. Recitals Incorporated.
The recitals above are incorporated herein as if set forth in full for all purposes
Section 2. Approval of Citizen Advisory Committee
The City Council hereby approves establishing a Citizen Advisory Group for the purpose of assisting
staff in the creation of a new downtown area plan to become a chapter in the Comprehensive Plan
2010 - 2030.
Section 3. The City Council appoints the following members to the Citizen Advisory Group:
1. City Council Liaison (1):
2. Planning and Zoning Commission Member (1):
3. Economic Development Corporation Member (1).
4. Downtown area property owners (multiple appointees):
5. Other stakeholder/community members as deemed appropriate at Council's discretion:
PASSED AND APPROVED by the City Council of the City of Anna, Texas, on this 8'h day of April, 2014.
ATTEST:
APPROVED:
1
6
Y{QUFt} HQMETOW IV
Council Meeting: April 8, 2014
Account Code #
Amount:
Item No. 7
City Secretary's use only
City of Anna
City Council Agenda
Staff Report
Staff Contact: City Manager
Exhibits: X Yes ❑ No
AGENDA SUBJECT: Consider/Discuss/Action regarding a Resolution approving a
Professional Services Agreement with Centurion American.
SUMMARY: The City and Centurion American have expressed a mutual interest in negotiating
the terms of an agreement related to the possible development of the Villages of Hurricane
Creels. The negotiations would involve discussions to consider the creation of one or more
public improvement districts ("PID") and tax increment reinvestment zones ("TIRZ") to help
finance certain public improvements and amenities necessary or desirable for the development
the property as a master planned community. In the attached Professional Services Agreement,
Centurion American has agreed to reimburse the City any fees and associated expenses and costs
for professional services that are incurred by the City to negotiate, develop, draft, and consider
various concepts and documents in connection with its consideration of the development
agreement.
RECOMMENDATION: Staff recommends approval of the attached Resolution and
Agreement.
CITY OF ANNA, TEXAS
LWAKELMM
A RESOLUTION APPROVING A PROFESSIONAL SERVICES AGREEMENT WITH
CENTURION AMERICAN, AND AUTHORIZING THE CITY MANAGER TO EXECUTE
SAME.
WHEREAS, Centurion American (the "Developer") desires that the City of the Anna,
Texas (the "City") enter into negotiations for an agreement related to the development of
the Villages of Hurricane Creek (the "Property") to consider the creation of one or more
public improvement districts ("PID") and tax increment reinvestment zones ("TIRZ") to
help finance certain public improvements and amenities necessary and/or desirable for
the development the area as a master planned mixed -use development; and
WHEREAS, the City and the Developer recognize and agree that the City will incur fees
and associated expenses and costs for professional services for work to negotiate,
develop, draft, and consider various concepts and documents in connection with its
consideration of the development agreement, PID, TIRZ, related
financing/reimbursement options, and development standards for development of the
Property, and related matters; and
WHEREAS, the Developer has agreed to reimburse the City any fees and associated
expenses and costs for professional services that are incurred by the City to negotiate,
develop, draft, and consider various concepts and documents in connection with its
consideration of the development agreement;
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. The City Council of the City of Anna, Texas hereby approves the
Professional Services Agreement attached hereto as Exhibit 1, and authorizes the City
Manager to execute same.
PASSED by the City Council of the City of Anna, Texas, on this 8th day of April, 2014.
ATTEST:
APPROVED:
Natha Wilkison, City Secretary Mike Crist, Mayor
CITY OF ANNA, TEXAS RESOLUTION NO. PAGE 1 OF 1
PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (this "Agreement"), dated the 4th day of March,
2014 (the "Effective Date"), is entered into by, between, among and for the benefit of the CITY
OF ANNA, TEXAS, a home rule municipality organized under the laws of the State of Texas (the
"City"), and _Centurion Acquisitions, LP, a Texas limited partnership organized under the
laws of the State of Texas (the "Developer").
WHEREAS, the Developer desires that the City enter into negotiations for an agreement
related to new development of an area located within the City's corporate limits and for the
City to consider the creation of one or more public improvement districts ("PID") and tax
increment reinvestment zones ("TIRZ") to help finance certain public improvements and
amenities necessary and/or desirable for the development the area as a master planned mixed -
use development, said area being described in more detail in the attached Exhibit A (the
"Property"); and
WHEREAS, the City and the Developer recognize and agree that the City will incur fees
and associated expenses and costs for professional services for work to negotiate, develop,
draft, and consider various concepts and documents in connection with its consideration of the
development agreement, PID, TIRZ, related financing/reimbursement options, and
development standards for development of the Property, and related matters, and
WHEREAS, the City's engagement of professionals to perform the Professional Services
and its participation in the undertakings described above are voluntary and of value to
Developer;
NOW THEREFORE, in consideration of the mutual promises set forth in this Agreement,
the City and the Developer agree as follows:
1. Recitals. The representations, covenants, and recitations set forth in the foregoing
recitals and in this Agreement are material to this Agreement and are hereby
incorporated into and made a part of this Agreement as though they were fully set
forth in this paragraph.
2. Developer Payment. On or before April 15, 2014, Developer will deliver to the City
the of sum of $45,000 (the "Developer Payment") to pay for Professional Services
incurred by the City. From the Developer Payment, an amount equal to $25,000,
which represents an up front cash payment that the City will pay to its financial
advisor, shall be nonrefundable and is not contingent upon any outcome of the
negotiations between the City and the Developer. Fees for all professional services
to be covered by the Developer Payment other than the services to be provided by
the City's financial advisor shall be evidenced by periodic invoices that describe the
work performed by date and time entries (copies of which invoices shall be provided
to Developer at least 10 days before they are paid). The funds to cover said
Page 1 of 4
professional services shall be deposited in a segregated account and not be
commingled with any other City funds. If the cost of Professional Services exceed
the Developer Payment, the Developer may elect to: (1) make an additional payment
of $20,000 to be deposited by the City and utilized in the same manner described
above, or (ii) negotiate in good faith to amend this Agreement to provide for a
reasonable amount of additional payment by Developer. The payments made by the
Developer under this Agreement are not contingent upon any outcome of the
negotiations between the City and the Developer.
3. Termination. This Agreement may be terminated by either party with or without
cause upon delivering to the other party written notice of termination. Unless earlier
terminated by Developer or the City, this Agreement shall automatically terminate
when the parties have duly executed a new development agreement and the City
has created the PID and/or TIRZ referenced above. Upon termination of this
Agreement for any reason, any balance of the Developer Payment and any balance
of any additional payment made by Developer under this Agreement that exceed
the City's fees, costs and expenses incurred as of termination shall be returned to
Developer.
4. Entire Agreement. This Agreement constitutes the entire agreement between the
Parties regarding Professional Services,
5. Notices. Any notice required or permitted by this Agreement shall be in writing and
shall be deemed given upon delivery by a nationally recognized private service (e.g.,
FedEx or UPS) to the following respective addresses of the parties.
To the City: Attn: City Manager
City of Anna
111 N. Powell Parkway
Anna, Texas 75409
With a copy to: Clark McCoy
City Attorney
Wolfe, Tidwell &McCoy, LLP
2591 Dallas Parkway, Suite 205
Frisco, Texas 75034
To the Developer: Attn: Kirk Wilson
Centurion Acquisitions, LP
1221 North 135E
Carrollton, Texas 75006
twilson464@me.com
Page 2 of 4
Centurion Acquisitions, LP, �
By:
STATE OF TEXAS §
COUNTY OF DALLAS §
Name: Mehrdad Moayedi
I� rn,
1
This instrument was acknowledged before me on the day of ZA 2 r1 I
2014,
By Mehrdad Moayedi, in his capacity aA. idof PAICS IV)` C WM lM C ,
(�A `FPY CS CQ r 0 0 ra)l Or) Ism 1�i �qer- o F C�fivr-7' �
uls'hOM Ltd 12 ltKO6 [Ir"I%� t��h, bn 10c, �%I-�af
'
Iti • A A
CYNTNIA COLLETT
My Commission Expires
February 20, 2017
and for the
Page 4 of 4
r
` f•
�x3 nay^x�narlc� 4'Ev
EXECUTED BY THE PARTIES TO BE EFFECTIVE ON THE EFFECTIVE DATE:
CITY OF ANNA
By:
Name: Philip Sanders
Title: City Manager
Date:
STATE OF TEXAS §
COUNTY OF COLLIN §
This instrument was acknowledged before me on the day of
2014 by Philip Sanders, City Manager of the City of Anna,
Texas on behalf of said City.
(SEAL)
Notary Public, State of Texas
Name printed or typed
Commission Expires:
Page 3 of 4
Centurion Acquisitions, LP
Disbursement Request:
City of Anna: $ 45,000
Legal And Professional Fees for Hurricane Creek Entitlement
Kirk Wilson
April 2 2014
X{OUR} HOMETOW 1V
Council Meeting: April 8, 2014
Account Code #
Amount:
Item No. 8
City Secretary's use only
City of Anna
City Council Agenda
Staff Report
Staff Contact: City Manager
Exhibits: X Yes ❑ No
AGENDA SUBJECT: Consider/Discuss/Action regarding a Resolution approving a Financial
Advisory Agreement with First Southwest Company.
SUMMARY: As part of its negotiations with Centurion American on the development
agreement for the Villages of Hurricane Creek, the City will need First Southwest (our financial
advisor) to evaluate the terms of the agreement as it relates to the creation of one or more public
improvement districts ("PID") and tax increment reinvestment zones ("TIRZ"), and other
financial matters related to the agreement. The attached Financial Advisory Agreement outlines
the scope of services that will be provided by First Southwest. The fees charged by First
Southwest related to the Villages of Hurricane Creels negotiation will be reimbursed directly to
the City by Centurion American, or will be included in any program bonds that result from a
successful negotiation.
RECOMMENDATION: Staff recommends approval of the attached Resolution and
Agreement.
CITY OF ANNA, TEXAS
RESOLUTION NO.
A RESOLUTION APPROVING A FINANCIAL ADVISORY AGREEMENT WITH FIRST
SOUTHWEST COMPANY, AND AUTHORIZING THE CITY MANAGER TO EXECUTE
SAME.
WHEREAS, as part of its negotiations with Centurion American on the development
agreement for the Villages of Hurricane Creek, the City will need financial advisory
expertise to evaluate the terms of the agreement as it relates to the creation of one or
more public improvement districts ("PID") and tax increment reinvestment zones
("TIRO"), and other financial matters related to the agreement; and
WHEREAS, the fees charged by First Southwest related to the Villages of Hurricane
Creek negotiation will be reimbursed directly to the City by Centurion American, or will
be included in any program bonds that result from a successful negotiation;
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. The City Council of the City of Anna, Texas hereby approves the Financial
Advisory Agreement attached hereto as Exhibit 1, and authorizes the City Manager to
execute same.
PASSED by the City Council of the City of Anna, Texas, on this 8th day of April, 2014.
ATTEST:
Natha Wilkison, City Secretary
APPROVED:
Mike Crist, Mayor
CITY OF ANNA, TEXAS RESOLUTION NO. PAGE 1 OF 1
FINANCIAL ADVISORY AGREEMENT
This Financial Advisory Agreement (the "Agreement") is made and entered into by and between
the City of Aubrey, Texas (the "Issuer") and First Southwest Company ("FirstSouthwest") effective as of
the date executed by the Issuer as set forth on the signature page hereof.
WITNESSETH:
WHEREAS, the Issuer will have under consideration from time to time the authorization and
issuance of indebtedness in amounts and forms which cannot presently be determined and, in connection
with the authorization, sale, issuance and delivery of such indebtedness, Issuer desires to retain an
independent financial advisor; and
WHEREAS, the Issuer desires to obtain the professional services of FirstSouthwest to advise the
Issuer regarding the issuance and sale of certain evidences of indebtedness or debt obligations that may be
authorized and issued or otherwise created or assumed by the Issuer or by an entity created or
authorized by the Issuer (hereinafter referred to collectively as the "Debt Instruments") from time to
time during the period in which this Agreement shall be effective; and
WHEREAS, FirstSouthwest is willing to provide its professional services and its facilities as
financiaI advisor in connection with all programs of financing as may be considered and authorized by
Issuer during the period in which this Agreement shall be effective.
NOW, THEREFORE, the Issuer and FirstSouthwest, in consideration of the mutual covenants and
agreements herein contained and other good and valuable consideration, do hereby agree as follows:
SECTION I
DESCRIPTION OF SERVICES
Upon the request of an authorized representative of the Issuer, FirstSouthwest agrees to perform the
financial advisory services stated in the following provisions of this Section I; and for having rendered
such services, the Issuer agrees to pay to FirstSouthwest the compensation as provided in Section V
hereof.
A. Financial Planning. At the direction of Issuer, FirstSouthwest shall:
1. Survey and Analysis. Conduct a survey of the financial resources of the Issuer to
1
determine the extent of its capacity to authorize, issue and service any Debt Instruments
contemplated. This survey will include an analysis of any existing debt structure as
compared with the existing and projected sources of revenues which may be pledged to
secure payment of debt service and, where appropriate, will include a study of the trend of the
assessed valuation, taxing power and present and future taxing requirements of the Issuer. hl
the event revenues of existing or projected facilities operated by the Issuer are to be pledged
to repayment of the Debt Instruments then under consideration, the survey will take into
account any outstanding indebtedness payable from the revenues thereof, additional revenues
to be available from any proposed rate increases and additional revenues, as projected by
consulting engineers engaged by the Issuer, resulting from improvements to be financed by
the Debt Instruments under consideration.
2. Future Financings. Consider and analyze fixture financing needs as projected by the
Issuer's staff and consulting engineers or other experts, if any, engaged by the Issuer.
3. Recommendations for Debt Instruments. On the basis of the information developed by
the survey described above, and other information and experience available, submit to the
Issuer recommendations regarding the Debt Instruments under consideration, including such
elements as the date of issue, interest payment dates, schedule of principal maturities, options
of prior payment, security provisions, and such other provisions as may be appropriate in
order to make the issue attractive to investors while achieving the objectives of the Issuer.
All recommendations will be consistent with the goal of designing the Debt Instruments to be
sold on terms which are advantageous to the Issuer, including the lowest interest cost
consistent with all other considerations.
4. Market Information. Advise the Issuer of FirstSouthwest's interpretation of current
on market conditions, other related forthcoming bond issues and general information,
with economic data, which might normally be expected to influence interest rates or
bidding conditions so that the date of sale of the Debt Instruments may be set at a favorable
time.
5. Elections. In the event it is necessary to hold an election to authorize the Debt
Instruments then under consideration, FirstSouthwest will assist in coordinating the assembly
of such data as may be required for the preparation of necessary petitions, orders, resolutions,
ordinances, notices and certificates in connection with the election, including assistance in the
transmission of such data to a firm of municipal bond attorneys ("Bond Counsel") retained by
the Issuer.
2
B. Debt Management and Financial Implementation. At the direction of Issuer, F1rstSOUthweSt
shall:
1. Method of Sale. Evaluate the particular financing being contemplated, gg
consideration to the complexity, market acceptance, rating, size and structure in order to
make a recommendation as to an appropriate method of sale, and:
a. If the Debt Instruments are to be sold by an advertised competitive sale,
FirstSouthwest will:
(1) Supervise the sale of the Debt Instruments;
(2) Disseminate information to prospective bidders, organize such informational
meetings as may be necessary, and facilitate prospective bidders' efforts in making
timely submission of proper bids;
(3) Assist the staff of the Issuer in coordinating the receipt of bids, the safekeeping
of good faith checks and the tabulation and comparison of submitted bids; and
(4) Advise the Issuer regarding the best bid and provide advice regarding
acceptance or rejection of the bids.
b. If the Debt Instruments are to be sold by negotiated sale, FirstSouthwest will:
(1) Recommend for Issuer's final approval and acceptance one or more investment
banking firms as managers of an underwriting syndicate for the purpose of
negotiating the purchase of the Debt Instruments.
(2) Cooperate with and assist any selected managing underwriter and their
counsel in connection with their efforts to prepare any Official Statement or
Offering Memorandum. FirstSouthwest will cooperate with and assist the
underwriters in the preparation of a bond purchase contract, an underwriters
agreement and other related documents. The costs incurred in such efforts,
including the printing of the documents, will be paid in accordance with the terms
of the Issuer's agreement with the underwriters, but shall not be or become an
obligation of FirstSouthwest, except to the extent specifically provided otherwise
in this Agreement or assumed in writing by FirstSouthwest.
3
(3) Assist the staff of the Issuer in the safekeeping of any good faith checks, to
the extent there are any such, and provide a cost comparison, for both expenses and
interest which are suggested by the underwriters, to the then current market.
(4) Advise the Issuer as to the fairness of the price offered by the underwriters.
2. Offerina Documents. Coordinate the preparation of the notice of sale and bidding
instructions, official statement, official bid form and such other documents as may be
required and submit all such documents to the Issuer for examination, approval and
certification. After such examination, approval and certification, FirstSouthwest shall
provide the Issuer with a supply of all such documents sufficient to its needs and distribute by
mail or, where appropriate, by electronic delivery, sets of the same to prospective purchasers
of the Debt Instruments. Also, FirstSouthwest shall provide copies of the final Official
Statement to the purchaser of the Debt Instruments in accordance with the Notice of Sale and
Bidding Instructions.
3. Credit Ratings. Make recommendations to the Issuer as to the advisability of obtaining
a credit rating, or ratings, for the Debt Instruments and, when directed by the Issuer,
coordinate the preparation of such information as may be appropriate for submission to the
rating agency, or agencies. In those cases where the advisability of personal presentation of
information to the rating agency, or agencies, may be indicated, FirstSouthwest will arrange
for such personal presentations, utilizing such composition of representatives from the Issuer
as may be finally approved or directed by the Issuer.
4. Trustee, Payirz�gent, Re __ ism. Upon request, counsel with the Issuer in the selection
of a Trustee and/or Paying Agent/Registrar for the Debt Instruments, and assist in the
negotiation of agreements pertinent to these services and the fees incident thereto.
5. Financial Publications. When appropriate, advise financial publications of the
forthcoming sale of the Debt Instruments and provide them with all pertinent information.
6. Consultants. After consulting with and receiving directions from the Issuer, arrange for
such reports and opinions of recognized independent consultants as may be appropriate for
the successful marketing of the Debt Instruments.
7. Auditors. In the event formal verification by an independent auditor of any calculations
4
incident to the Debt Instruments is required, make arrangements for such services.
8. Issuer Meetints. Attend meetings of the governing body of the Issuer, its staff,
representatives or committees as requested at all times when FirstSouthwest may be of
assistance or service and the subject of financing is to be discussed.
9. Priritin�. To the extent authorized by the Issuer, coordinate all work incident to printing
of the offering documents and the Debt Instruments.
10. Bond Cotmsel. Maintain liaison with Bond Counsel in the preparation of all legal
documents pertaining to the authorization, sale and issuance of the Debt Instruments.
11. Changes in Laws. Provide to the Issuer• copies of proposed or enacted changes in
federal and state laws, rules and regulations having, or expected to have, a significant effect
on the municipal bond market of which FirstSouthwest becomes aware in the ordinary course
of its business, it being understood that FirstSouthwest does not and may not act as an
attorney for, or provide legal advice or services to, the Issuer.
2. Delivery of Debt Instruments. As soon as a bid for the Debt Instruments is accepted by
the Issuer, coordinate the efforts of all concerned to the end that the Debt Instruments may be
delivered and paid for as expeditiously as possible and assist the Issuer in the preparation or
verification of final closing figures incident to the delivery of the Debt Instruments.
13. Debt Service Schedule; Authorizing Resolution. After the closing of the sale and
delivery of the Debt Instruments, deliver to the Issuer a schedule of annual debt service
requirements for the Debt Instruments and, in coordination with Bond Counsel, assure that
the paying agent/registrar and/or trustee has been provided with a copy of the authorizing
ordinance, order or resolution.
C. Development Services. At the direction of Issuer, FirstSouthwest agrees to perform the
following consulting services for any proposed Development:
1. Familiarize itself with the Development;
2. Conduct financial analysis and modeling of costs and benefits, including the effect and
anticipated timing of approvals and funding of any Program based on FirstSouthwest's
experience with municipalities in Texas regarding economic incentive programs;
5
3. Prepare a written analysis including recommendations for one or more Programs;
4. If the City approves a Program, prepare one or more Program proposals for the City's
review and approval to be presented by FirstSouthwest to the developer, with the City's
support and cooperation as reasonably requested by FirstSouthwest; and
5. Pursue the approval of each component of the Program, including attendance at meetings
with governmental officials and developer representatives and negotiation of terms of a
Program reasonably acceptable to the City.
6. Provide the City with general financial advice regarding the structure, timing and general
amounts of funding for the components of the Program as FirstSouthwest and the City
negotiate with the developer, governmental agencies, community groups and other
interested parties to obtain the Program.
FirstSouthwest will provide additional services to those outlined herein upon mutual agreement of the
parties as to both the services to be performed and the payment of additional compensation.
SECTION II
OTHER AVAILABLE SERVICES
In addition to the services set forth and described in Section I herein above, FirstSouthwest agrees
to make available to Issuer the following services, when so requested by the Issuer and subject to the
agreement by Issuer and FirstSouthwest regarding the compensation, if any, to be paid for such services,
it being understood and agreed that the services set forth in this Section II shall require further agreement
as to the compensation to be received by FirstSouthwest for such services:
1. Investment of Funds. From time to time, as an incident to the other services provided hereunder as
financial advisor, FirstSouthwest may purchase such investments as may be directed and authorized by
Issuer to be purchased, it being understood that FirstSouthwest will be compensated in the normal and
customary manner for each such transaction. In any instance wherein FirstSouthwest may become entitled
to receive fees or other compensation in any form from a third party with respect to these investment
activities on behalf of Issuer, we will disclose to Issuer the nature and, to the extent such is known, the
amount of any such compensation so that Issuer may consider the information in making its investment
decision. It is understood and agreed that FirstSouthwest is a duly licensed broker/dealer and is affiliated
with First Southwest Asset Management, Inc. ("FirstSouthwest Asset Management"), a duly registered
investment advisor. Issuer may, from time to time, utilize the broker/dealer services of FirstSouthwest
and/or the investment advisory services of FirstSouthwest Asset Management with respect to matters
which do not involve or affect the financial advisory services referenced in this Agreement. The terms
and conditions of the engagement of FirstSouthwest and/or FirstSouthwest Asset Management to provide
such services shall be determined by mutual agreement at the time such services are requested.
2. Exercisin>; Calls and Refunding. Provide advice and assistance with regard to exercising any call
and/or refunding of any outstanding Debt Instruments.
3. Capital Improvements Pro rg ams. Provide advice and assistance in the development of any capital
improvements programs of the Issuer.
4. Lonrr-Range Planning. Provide advice and assistance in the development of other long-range
financing plans of the Issuer.
5. Post -Sale Services. Subsequent to the sale and delivery of Debt Instruments, review the transaction
and transaction documentation with legal counsel for the Issuer, Bond Counsel, auditors and other experts
and consultants retained by the Issuer and assist in developing appropriate responses to legal processes,
audit procedures, inquiries, internal reviews and similar matters.
SECTION III
TERMINATION
This Agreement may be terminated with or without cause by the Issuer or FirstSouthwest upon the
giving of at least thirty (30) days' prior written notice to the other party of its intention to terminate,
specifying in such notice the effective date of such termination. In the event of such termination, it is
understood and agreed that only the amounts due FirstSouthwest for services provided and expenses
incurred to the date of termination will be due and payable. No penalty will be assessed for termination
of this Agreement.
SECTION IV
COMPENSATION AND EXPENSE REIMBURSEMENT
The fees due to FirstSouthwest for the services set forth and described in Section I of this
Agreement with respect to each issuance of Debt Insh•uments during the term of this Agreement shall be
calculated in accordance with the schedule set forth on Appendix A attached hereto, and incorporated
herein as if set forth in full. Unless specifically provided otherwise on Appendix A or in a separate written
agreement between Issuer and FirstSouthwest, such fees, together with any other fees as may have
7
been mutually agreed upon and all expenses, for which FrstSOuthwest is entitled to reimbursement,
shall become due and payable concurrently with the delivery of the Debt Instruments to the purchaser.
SECTION V
MISCELLANEOUS
1. Choice of Law and Venue. This Agreement shall be construed and given effect in accordance with
the laws of the State of Texas. The exclusive venue for litigation arising from or related to this Agreement
shall be in a court of competent jurisdiction in Collin County, Texas,
2. Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the
Issuer and FirstSouthwest, their respective successors and assigns; provided however, neither party hereto
may assign or transfer any of its rights or obligations hereunder without the prior written consent of the
Aber party.
3. Entire A�;reement. This instrument contains the entire agreement between the parties relating to
the rights herein granted and obligations herein assumed. Any oral or written representations or
modifications concerning this Agreement shall be of no force or effect except for a subsequent
modification in writing signed by all parties hereto.
FIRST SOUTHWEST COMPANY
By:
Hill A. Feinberg, Chairman and
Chief Executive Officer
Jim Sabonis
Managing Director
By:
Andre Ayala
Vice President
CITY OF ANNA, TEXAS
By:
Philip Sanders, City Manager
Traditional Municipal Finance Debt Instruments
The fees due FirstSouthwest will not exceed those contained in the fee schedule as listed below.
Base Fee —Any Issue
$ 15,000.00
Plus $5.00 per $1,000 up to $ 10,000.00
Plus $3.50 per $1,000 thereafter
The above charges shall be multiplied by 1.25 times for the completion of an application to a federal or
state government agency or for the issuance of revenue bonds or refunding bonds, reflecting the
additional services required.
The charges for ancillary services, including computer structuring and official statement printing, shall be
levied only for those services which are reasonably necessary in completing the transaction and which are
reasonable in amount, unless such charges were incurred at the specific direction of the Issuer.
The paynrervt of charges for financial advisory services described in Section I of the foregoing Agreement
shall be contingent upon the delivery of bonds and shall be dire at the time that bonds are delivered. The
payment of charges for• services described in Section H of the foregoing Agreement shall be due and
payable in accordance ivith the mutual agreement therefor• behveen FimiSouthwest and Issuer•.
The Issuer shall be responsible for the following expenses, if and when applicable, whether they are
charged to the Issuer directly as expenses or charged to the Issuer by FirstSouthwest as reimbursable
expenses:
Bond counsel
Bond printing
Bond ratings
Computer structuring
Credit enhancement
CPA fees for refunding
Official statement preparation and printing
Paying agent/registrar/trustee
Travel expenses
Underwriter and underwriters counsel
Miscellaneous, including copy, delivery, and phone charges
The payment of reimbursable expenses that FirstSoarthr-vest has assumed on behalf of the Issuer shall NOT
be contingent upon the delivery of bonds and shall be dare at the tune that services are rendered and
payable upon receipt of an invoice therefor submitted by FirstSouthrvest.
Page 1 of 2
Development Services and Development Debt Instruments
Upon request, FirstSouthwest will assist the City in structr.uing and securing for any development of real
property within the City (the "Development") one or more economic incentive program(s) as described in
a development agreement for the Development ("Development Agreement") entered into between the City
and a property owner, developer, and/or development district (a "Program").
Compensation for Services Rendered:
Recognizing the expertise that FirstSouthwest possesses with municipalities in Texas regarding economic
incentive programs, the fee for assisting the City with reviewing, analyzing and structuring land
developments and land development agreements shall be:
(i) a nonrefundable upfront cash payment of $25,000, payable prior to commencement of the
work outlined in the Scope of Services and not credited against any other fees due to
FirstSouthwest; and
(ii) a fee of 2.0% of the par of any bonds or debt issued by the City or by an entity under
the City's control for the benefit of the development (this Development related financial
advisory fee will apply to any General Obligation Bonds, Certificates of Obligation,
Tax Notes, Waterworks and Sewer System Revenue Bonds, or Special Revenue Bonds
that are issued, including any refunding bonds, as long as such Debt Instruments are
related to a Program as defined above; provided, however, this fee will not apply to any
"Traditional Municipal Finance Debt Instruments" for which FirstSouthwest receives fees
as described on the first page of this Appendix).
Notwithstanding any provision in this Agreement or in this Appendix A, the City's obligations with respect
the fee of 2.0% of Lite par of any bonds or debt issued by the City or by an entity under the City's control
for the benefit of the development as described in the immediately preceding paragraph (ii) shall terminate
if no such bond or debt is issued by the City or by an entity under the City's control for the benefit of the
development within three years after the effective date of the Development Agreement related to a Program.
Said termination shall occur immediately upon the third anniversary date of the effective date of such
Development Agreement unless the City and FirstSouthwest enter into a duly authorized written agreement
extending such obligation.
It is expected that the City will be reimbursed for the above -referenced fees by the developer as an
expense of negotiating the economic incentive agr•eement(s).
FirstSouthwest shall be entitled to reimbursement for reasonable expenses in connection with providing
the above -referenced Development consulting services to the City. Expenses shall be reimbursed within
thirty (30) days after receipt of a detailed invoice therefor submitted by FirstSouthwest. Expenses
related to Development Services are not contingent upon a Program being agreed to or a transaction being
Page 2 of 2
completed.
Page 2 of 2
y{OUR}gOMETOWN
Council Meeting: April 8, 2014
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: 4/02/14
Exhibits: Q Yes
AGENDA SUBJECT: Consider/Discuss/Action regarding the City's vote
election of nominees to the Build America Mutual Assurance Company'
Directors
L
for the re-
s Board of
SUMMARY: The Build America Mutual Assurance Company "BAM" insured the 2014
CO issued earlier this calendar year. As the City holds debt BAM insures, we are entitled
to a vote for officers on their board of directors. On April 22 the BAM board will meet to
fill 2 seats on their board. Both officers currently serve on the board and are nominated
for re-election. Both nominees are unopposed.
The attached exhibit includes the letter addressed to the City Manager detailing the
purpose of the meeting and now to cast our vote. Additionally, BAM's 2013 report and
details of the meeting and nominees are included.
For ease of reference, the bios on each nominee are provided below.
Robert Phillips Cochran, age 64, is a Managing Director, Chairman of the Board and
cofounder of the Company, Prior to co-founding the Company, Mr. Cochran was a
principal of Hudson -Greenwich Partners, LLC. Mr. Cochran co-founded Financial
Security Assurance Inc. ("FSA") in 1985 and was Chief Executive Officer from 1990 to
2009 (NYSE: FSA from 1994 to 2000). In 1990, FSA's board of directors appointed him
Chief Executive Officer, successor to Jim Lopp, FSA's principal founder, He also chaired
the Association of Financial Guaranty Insurers from 2001 to 2002, Mr. Cochran joined
FSA from the law firm Kutak Rock, where he was a public finance lawyer and Managing
Partner of the Washington, DC office, He holds a B.A. from Centre College and a J.D.
from Duke University School of Law, and clerked for Judge Pierce Lively of the 6th
Circuit Court of Appeals.
Robert Albert Vanosky, age 65, is a private investor. He retired from RBC Dain Rausher
Incporated in 2004, where he was the Head of the Public Finance Division and a member
Item No. 9
City Secretary's use only
oI the Management Committee, He began his career at Rausher Pierce Refsnes, Inc. in
1972, ultimately serving as head of Fixed Income and a member of the Executive
Committee when that firm merged with Dain Bosworth in 1998 to form Dain Rauscher.
Or. Vanoslcy then served as head of Public Finance and a member of the Management
Committee for the combined firm until it was acquired by RBC Capital Markets in 2000.
He remained as the Head of the Public Finance Division until his retirement in 2004.
During his career, Mr. Vanosky was an active member of The Bond Market Association
("TBMA"), having served on its board of di rectors, chaired the Municipal Executive
Council and served as a past member of TBMA's Regional Advisory Council. He is also
a past Board Member of the Municipal Securities Rule Making Board and a past
Chairman of the Municipal Advisory Council of Texas. He currently serves on the Board
of the Rancho Santa Fe Foundation. He is a past Board Member of the Arizona Higher
Education Loan Authority and the Dallas Symphony Orchestra. He holds a B.A. from
Arizona State University.
The City may cast a vote for each nominee in the following form:
• For
• Against
• Abstain
RECOMMENDATION: Staff recommends that the Council authorize the City
Manager to cast their vote for each nominee for the BAM Board of Directors.
CITY OF ANNA, TEXAS
RESOLUTION NO.
A RESOLUTION OF THE CITY OF ANNA, TEXAS AUTHORIZING THE CITY MANAGER
TO ACT ON THE CITY'S BEHALF IN CASTING A VOTE FOR NOMINEES FOR THE
BUILD AMERICA MUTUAL ASSURANCE COMPANY'S BOARD OF DIRECTORS
WHEREAS, The Build America Mutual Assurance Company ("BAM") will hold its annual
meeting with the Board of Directors (the "Board") to re-elect two nominees to the BAM Board
WHEREAS, The City of Anna, Texas (the "City") is entitled to vote for the nominees by virtue
of having bonds insured by BAM
WHEREAS, The City Council (the "Council") wish to exercise their right to vote for the
nominees
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
ANNA, TEXAS, THAT:
Section 1. Recitals Incorporated.
The recitals above are incorporated herein as if set forth in full for all purposes.
Section 2. Approval and Authorization of Engagement
The City Council hereby authorizes the City Manager to execute the attached Proxy Card and
cast votes for each nominee as directed by the City Council during this meeting held on April
81 2014. The City Manager is hereby authorized to execute all documents and to take all
other actions necessary to cast the City's vote.
ATTEST: APPROVED:
Natha Wilkison, City Secretary Mike Crist, Mayor
Res. PAGE 1 OF 1
March 26, a014
City of Anna
111 N. Powell Parkway
An ua, 'i'X 75409
972-924-3325
By II.S. Malt
Dear Philip Sanders,
Inclosed is the notice for the 2014 Annual Meeting (t}te "Meeting") of Members of Build America
Mutual Assurance Company ("BAM") to be held on April 22, 2014, The detailed information for
the Meeting, along with a proxy card, is enclosed.
Having issued bonds insured by BAM, the issuer you represent is entitled to casfi one or n-tore
votes at the Meeting. Membership in BAM does not impose any obligations on an issuer: the
premium is fixed for the maturity of any bond insured, the policies are non -assessable (i.e., the
issuer cannot get assessed for a default by another insured issuer), and the policy cannot be
cancelled. Rather, membership only bestows certain rights on BAM's members, including the
right to (i) vote for the Board of Directors and on any other matter properly brought before the
membership, (ii) share in any dividends declared by BAM, and (iii) if an insured bond is
refunded, receive a credit for a portion of the member surplus contribution made when the
insurance was issued,
The only agenda item before the membership at the Meeting is the re-election of two nominees to
BAM's Board of Directors. The existing Board and management of BAM ask that you take a
moment to mark and sign the enclosed proxy card. Given each of the current directors' role in the
successful first full calendar year of BAM's operations, along with the qualifications of the
individual nominees (as summarized in the enclosed material), we believe the Board will continue
to increase BAM's presence in, and enhance BAM's benefit to, the municipal bond market. Your
signed proxy must be returned to us by April 18, 2014 by (i) mail using the enclosed envelope, (ii)
fax to 212 962-1710, or (iii) email to GeneraIConusel@buildamerica.com.
If you have any questions, please feel free to contact the undersigned at
mmoriarty a bnildamerica.com or 212 235-25?9
BUILD
ARiERICA
h1U7UAL
ASSURANCE
COt�ipANY
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For your information, we are also enclosing "Putting Policyholders First: A Report on BA14I's zoa.3
Results," which summarizes the highlights of BAM's successful first year. For additional
information about BAM, go to our website at wwvw.buildamerica.com.
BAM looks foz�ard to receiving your proxy and to a successfitt and beneficial relationship with its
member issuers going forward,
Sincerely,
Michael J. Moriarty
Head of Regulatory Oversight & Compliance
GUILD
Ah16l31CA MUTUhL ASSUitANCE
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3/12/14
Putting Policyholders First;
A Report on BAM's 2013 Results
Build America Mutual recently filed its 2013 financial results tivith the New York Department of
Financial Services and 49 other state regulators, It was a successful first year of operations for
us, and we want to take a moment to discuss some of the highlights with you.
The most important accomplishment is the progress of our insured portfolio, which went from
a negligible level on January 1, 2013 to almost $5 billion of gross par by December 31. That
growth demonstrated the real market demand for bond insurance generally, and for BAM's
guaranty specifically, At this point in time, BAM has far more capital than required for the risk
it has assumed - 8:1 leverage, as compared to the 75#1 leverage that Standard & Poor's has set
as the maximum level for a AAA -rated financial guaranty insurer. Capital strength and quality
of insured portfolio are primary considerations in S&P 's assignment of RAM's AA/Stable
rating.
t3UIt.R
AhtERICA
MUTUdt.
ASSURANCE
COMPANY
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Financial
Center.2iihl=loor
1200
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Street
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In this endeavor, we enjoy strong support from the White Mountains Insurance Group, which
provided the initial capitalization of the company through the purchase of surplus notes, which
will be repaid over their 30 year term from surplus capital generated by BAM. White
Mountains also provides first loss reinsurance to BAM through its subsidiary, HG Re,
collateralized with $ioo million in initial cash, growing to $400 million over time, plus
unearned premiums, The capital and unearned premium reserves of HG Re. are held in
collateral trusts at BNY Mellon for the protection of BAM. No other municipal bond insurance
company has ever had this kind of "first loss" protection for its capital base, which covers most
of the potential losses BAM is ever likely to incur and provides an extra layer of stability for
BAM's rating.
Ray Barrette, Chairman and Chief Executive Officer of White Mountains, recently reinforced
his company's support for the BAM business model and its commitment to seeing BAM grow
over the long term (see highlighted box). On many prior occasions White Mountains
has proven itself to be a patient, supportive provider of capital for the insurance industry.
BAM's commitment to transparency is one of the core elements of our culture. A presentation
with a more detailed discussion of our results is available on our web site here, along with our
audited statutory financial statements and quarterly operating supplement. You can also view
our complete insured portfolio and our Obligor Disclosure Briefs, which discuss the credit
fundamentals behind every transaction BAM insures. If you have questions about any of the
points made in this letter, or about issues raised by others, please do not hesitate to contact
Michael Stanton, BAM's Head of Communications, at Install toil (it huitdainerica corn.
Thank you for your support during BATWO launch period. We look forward to �vorlcing with you
and continuing to serve a growing share of the overall municipal market in aoa4 and beyond.
Sincerely,
Bob Cochran
Chairman of the Board
Managing Director
t
Sean McCarthy
Chief Executive Officer
Managing Director
BUILD AMERICA MUTUAL ASSURANCE COMPANY
1 WORLD h'INANCIAL CENTER, 27th T�'LOOTt
200 LIBERTY STREET
NEW YORK, NY 10281
NOTICI.OP THE ANNUAL MEETING OI<' MEMBERS
TO BE HELD ON APRIL 22, 2014
To the Members of Build America. Mutual Assw•ance Company:
NOTICE IS HEREBY GIVEN that the 2014 Annual Meeting (the "Meeting") of Members of Build
America Mutual Assurance Company (the "Company") will be held as, and for the purposes, set forth
below:
Time: 9:OQ a.m. on Tuesday, Apri122, 2014
Place: Build America Mutual Assurance Company
1 World Financial Center, 27th Floor
200 Liberty Street
New York, NY 10281
IteII1S Of BUSIT1eSS: 1. To reelect two directors of the Company to hold office as
specified in the accompanying Proxy Statement; and
20 To act upon any other matters properly coming before the
Meeting or any adjournment or postponement thereof.
I ecoi d Date. Members of the Company at the close of business on March 7, 2014
are entitled to notice of, and to vote at, the Meeting and any
adjournment or postponement thereof. A complete list of members
entitled to vote at the Meeting will be available for inspection by any
member for any purpose germane to the Meeting for ten days before
the Meeting during ordinary business hours at the Company's
headquarters located at 1 World Financial Center, 27th Floor, 200
Liberty Street, New York, NY 10281.
Threshold Amount: Pursuant. to the Company's by-laws, the Threshold Amount for the
Meeting has been determined to be $90,000,000. Tile number of votes
that each member is entitled to cast is determined in the manner set
forth under "Voting and Revocability of Proxies" in the accompanying
Proxy Statement,
Important: 1n order to avoid additional soliciting expense to the Company, please
MARK, SIGN, DATE and MAIL your proxy PROMPTLY in the
return envelope provided for receipt in New York by April 18, 2014,
even if you plan to attend the Meeting. Proxies are also valid if faxed
to 212-962-1710, or scanned and emailed to
GencralCounseJ�rrbuildamerica,cant, in either case no later than April
18, 2014. You may attend the Meeting and vote in person if you
advise us by April 18, 2014 that you will be attending. Your notice
that you will be attending can be sent by fax to 212-962-1710, emailed
to GeneralCotrnselfrvbuildanterica,com or mailed to Build America
Mutual Assurance Company at the address given above, attention
General Counsel.
New York, New York
March 26, 2014
By order of the Board of Directors,
ls/ Robert P, Cochran
Robert P. Cochran
Secretary
-2-
BUILD AMEI2ICA MUTUAL ASSURANCE COMPANY
1 WORLD 1�INAM NCInIj CENTER, 27th I+LOOR
200 LIBERTY STREET
NEW YORK, NY 10281
PROXY STATEMENT
ANNUAL MEETING Olt' MEMBERS
TO BE HELD ON APRIL 22, 2014
Parpose of IVleetiug
This Proxy Statement is being furnished to members of Build America Mutual Assurance
Company (the "Company") in connection with the solicitation of proxies by the Board of Directors of
the Company (the "Board") from such members for use at the 2014 Annual Meeting of Members of the
Company (the "Meeting") to be held on Tuesday, April 22, 2014 at 9:00 a,m., local time, at the
Company's headquarters at I World Financial Center, 27"' .Floor, 200 Liberty Street, New York, NY
10281, and at any adjournment or postponement thereof. This Proxy Statement, the enclosed Notice of
Annual Meeting of Members, and the form of proxy are first being mailed to the members of the
Company on or about March 26, 20I4.
At the Meeting, the members of the Company will be asked to consider and vote upon the re-
election of two directors, who are policyholders of the Company, to serve for a three-year term expiring
at the Company's annual meeting to be held in 2017 (see "Proposal I. Rc-election of Directors"),
The Board knows of no matters that will be presented for consideration at the Meeting other
than the matters set forth in the Notice of Annual Meeting of Members. If any other matters are
properly presented at the Meeting or any postponement or adjournment thereof, the person appointed in
the enclosed proxy and acting thereunder will have authority to vote on such matters, in accordance with
the appointee's judgment.
Record Date
Only members of the Company as of the close of business on March 7, 2014 (the "Recar•d
Date") will be entitled to notice of, and to vote at, the Meeting or at any adjournment or postponement
thereof.
Voting attd Revocai�ility of Proxies
The members will vote on each matter voted upon at the Meeting and any adjournment or
postponement thereof. The highest aggregate principal amount of all outstanding obligations of any
member which is insured by the Company as of the Record Date shall be the threshold amount (the
'Threshold Amount") for the purposes of determining the voting rights of any member at the Meeting.
Any member of the Company for which the principal amount of such outstanding obligations is equal to
the Threshold Amount is entitled to cast ten votes. Any member of the Company for which the
principal amount of such outstanding obligations is less than the Threshold Amount is entitled to cast
the number of votes determined by (1) dividing such principal amount by the Threshold Amount, (ii)
multiplying such quotient by ten, and (iii) rounding the result up or down to the nearest whole number,
or the next highest whole number in the case of a remainder exactly equal to one-half; provided,
however, that if such result would be less than one, the member is entitled to cast one vote. Pursuant to
the Company's by-laws, the Threshold Amount for the Meeting has been determined to be $90,000,000.
The presence, in person or by proxy, of holders of 5% of the votes entitled to be cast at the
Meeting shall constitute a quorum. In the absence of a quorum, the members so present may, by
majority vote, adjourn the Meeting until a quorum is present.
The enclosed proxy is being solicited by the Board for use in connection with the Meeting and
any postponement or adjournment thereof. Each member may vote in person or by properly executed
proxy oil all matters that properly come before the Meeting and any adjournment or postponement
thereof By executing and returning the proxy by April 1$, 2014, members are directing the appointed
person to vote in accordance with the instructions set forth oil such proxy. A proxy executed by a
member will be recognized if it is signed by such member's president, vice president, treasurer or
assistant treasurer, secretary or assistant secretary, or• other appropriate official. All properly executed
proxies received by April 18, 2014 and not revoked in the manner described below will be voted in
accordance with the instructions indicated on such proxies. If no instructions are indicated, such proxies
will be voted "FOR" the election of each of the directors nominated by the Board.
If a quorum for the Meeting is not obtained, the Meeting may be adjourned for the purpose of
obtaining additional proxies or votes or for any other purpose. At any subsequent reconvening of the
Meeting, all proxies will be voted in the same manner as such proxies would have been voted at the
original Meeting (except for any proxies that have theretofore effectively been revoked or withdrawn).
Proxies may be revoked by those persons executing the proxies by (a) delivering to the
Secretary of the Company at or before the Meeting a written notice of revocation bearing a later date
than the proxy, (b) duly executing a subsequent proxy and delivering it to the Secretary of the Company
at or before the Meeting, or (c) attending the Meeting and voting in person (although mere attendance at
the Meeting will not in and of itself constitute revocation of a proxy). Any written notice revoking a
proxy or any subsequent proxy should be delivered at or before the Meeting to; General Counsel, Build
America Mutual Assurance Company, l World Financial Center, 27th Floor, 200 Liberty Street, New
York, NY 10281.
All expenses of this solicitation, including the cost of preparing and malling this Proxy
Statement, will be borne by the Company. In addition to solicitation by use of the mail, proxies may be
solicited by telephone, electronic mail or personally by the directors, officers and employees of the
Company, who will receive no extra compensation for their services,
procedure for the Election of Directors
Under the terms of the Declaration ofIntention and Charter of the Company (the "Chartet")and
the Company's Bylaws ([he `Bylaws"), the number of directors of the Company is fixed at seven.
Directors are elected by a plurality of the number of votes cast at the Meeting. Under the terms
of the Charter and the Bylaws, the persons nominated and elected to serve as directors of the Company
in accordance with the procedures set forth therein shall serve as directors until their successors are duly
elected and qualified, unless they die, resign or are otherwise removed before the conclusion of their
term of office.
_2_
PROPOSAL t. RE=ELMCJ'ZON Ol!' AXRECTOf2.
The Board has nominated the following two persons (the "Nominees") for re-election as
directors.
• Robert Phillips Cochran; and
• Robert Albert Vanoslcy.
Pursuant to Section 3.2 of the Bylaws, at the May 17, 2013 meeting of the Board following the
April 23, 2013 Annual Meeting of the Members the elected directors were divided into three classes as
nearly equal in number as possible. The terms of office of the directors initially classified were as
follows. the term of the first class expires at this 2014 Meeting, the term of the second class shall expire
at the 2015 annual meeting, and the term of the third class shall expire at the 2016 an-nual meeting. If
any Nominee should be unable to serve as director, an event not now anticipated, it is intended that the
votes represented by proxies will be cast for the election of such substitute as the Board may nominate.
The two Nominees have been serving as directors of the Campany, with the approval of the
New York Department of Financial Services, since the Company was incorporated on March 16, 2012.
Mr. Vanosky is paid $75,000 annually for his service as director. Mr. Cochran, as an employee of the
Company, does not receive additional payment for his service as director.
Set forth below is certain information with respect to each Nominee. The Board, acting as a
fu11 nominating committee, recommends that the members vote "FOR" each Nominee.
Robert Plrilli�s Coc/sraa7, age 64, is a Managing Director, Chairman of the Board and co-
founder of the Company. Prior to co-founding the Company, Mr. Cochran was a principal of Hudson -
Greenwich Partners, LLC, Mr. Cochran co-founded Financial Security Assurance Inc. ("FSA") in 1985
and was Chief Executive Officer from 1990 to 2009 (NYSE: FSA from 1994 to 2000). In 1990, FSA's
board of directors appointed him Chief Executive Officer, successor to Jim Lopp, FSA's principal
founder. He also chaired the Association of Financial Guaranty Insurers from 2001 to 2002. Mr.
Cochran joined FSA from the law firm Kutak Rock, where he was a public finance lawyer and
Managing Partner of the Washington, DC office. He holds a B.A. from Centre College and a J.D. from
Duke University School of Law, and clerked for Judge Pierce Lively of the 6th Circuit Court of
Appeals.
Robert Albert Vanosky, age 65, is a private investor. He retired from RBC Dain Rausher
Incorporated in 2004, where he was the Head of the Public Finance Division and a member of the
Management Committee. He began his career at Rausher Pierce Refsnes, Inc, in 1972, ultimately
serving as head of Fixed Income and a member of the Executive Committee when that firm merged
with Dain Bosworth in 1998 to form Dain Rauscher. Mr. Vanosky then served as head of Public
Finance and a member of the Management Committee for the combined firm until it was acquired by
RBC Capital Markets in 2000. He remained as the Head of the Public Finance Division until his
retirement in 2004. During his career, Mr. Vanosky was an active member of The Bond Market
Association ("TBMA"), having served on its board of directors, chaired the Municipal Executive
Council and served as a past member ofTBMA's Regional Advisory Council. He is also a past Board
Member of the Municipal Securities Rule Making Board and a past Chairman of the Municipal
Advisory Council of Texas. He currently serves on the Board of the Rancho Santa Fe Foundation. He
is a past Board Member of the Arizona Higher Education Loan Authority and the Dallas Symphony
Orchestra. He holds a B.A. from Arizona State University.
-3-
In order to avoid additianal soliciting expense to the Company, please MARK, SIGN, DATE
and MAIL your proxy PROMPTLY in the return envelope provided for receipt in New York by April
18, 2014, even if you plan to attend the Meeting. Proxies are also valid if faxed to 212-962-1710, or
scanned and emailed to ica.cotn, in either case no later than April 18, 2014,
You may attend the Meeting and vote in person if you advise us by April 18, 2014, that you will be
attending. Your notice that you will be attending can be sent by fax (to 212-962-1710), scanned and
ei nailed to GeneralCounsel(i�btrildanierica.com or mailed to Build America Mutual Assurance
Company at the address given above, attention General Counsel.
New York, New York
March 26, 2014
By order ofthe Board of Directors,
/s/ Robert P. Cachran
Robert P. Cochran
Secretary
-4-
Build America Mutual Assurance Company _Proxy Card
PROXY - Annual Meetillg of Membells —Tuesday, Ap1411225 2014
THIS PROXY IS SOLIOIT�A ON B'EJHALF OF 'THE BOAl2D OF' DIRTCTOI�S
The undersigned member hereby appoints Alexander Malco4vski, General Counsel of
Build America Mutual Assurance Company, as proxy with the power to appoint his substitute,
and hereby authorizes him to represent and to cast, as designated below, all of the votes to
which the undersigned is entitled to cast as of March 7, 2014 at the Annual Meeting of Members
to be held on Tuesday, April 22, 2014, or at any adjournment or postponement thereof.
TIiIS PROXY wI-lEN i'ROPERIaY EXECUTED WILL BE VOTED AS TO PROPOSAL 1 IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED MEMBER (IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR EACH OF THE NOMINEES IN FAVOR OF PROPOSAL 1) AND
IN ACCORDANCE WITH THE PROXY'S JUDGMENT UPON ANY MATTERS PROPERLY
COMING BEFORE THE MEETING AND ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
� Please mark your vote as in this example
Proposal 1: To re-elect two directors, each for a tlu•ee-year term, to serve until their successors have been duly elected and
qualified.
Nominees: FOR AGAINST
(1) Robert Phillips Cochran ❑ ❑
(2}.Robert Albert Vanosky ❑ ❑
Member Nan7e: City of Anna
Number of Votes; 1
Signature of
Authorized Person:
Print Name of
Authorized Person:
Tide;
Date:
ABSTAIN
n
Build America Mutual Assurance Company — Proxy Card
PROXY � Annual Meeting of iytLnibers —Tuesday, Aprli 22, ZOX4I
TICS PROXY lS SOLICIT.CD ON BEIT.AI.,F OF TIIE BOARD OF DIRCCTORS
The undersigned member hereby appoints AIexander Makowski, General Counsel of
Build America Mutual Assurance Company, as proxy With the power to appoint his substitute,
and hereby autliorizes him to represent and to cast, as designated below, all of the votes to
which the undersigned is entitled to cast as of Marcli 7, 2014 at the Annual Meeting of Members
to be held on Tuesday, April 22, 2014, or at any adjournment or postponement thereof.
THIS PROXY WHIN PROPERLY EXECUTED WILL BE VOTED AS TO PROPOSAL. I TN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED MEMBER (IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR EACH OF THE NOMINEES IN FAVOR OF PROPOSAL 1) AND
IN ACCORDANCE WITH THE PROXY'S JUDGMENT UPON ANY MATTERS PROPERLY
COMING BEFORE THE MTETING AND ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
Pletzse mark your vote as iu this example
Proposal 1: To re-elect two directors, each for a three-year term, to serve until their successors have been duly elected and
qualified.
Nominees:
(l) Robert. Phillips Cochran
(2) ,Robert Albert Vanosky
Member Name:
Number of Votes;
Signature of
Authorized Person:
Print Name of
Authorized Person:
Title;
17ate:
FOR
L
City of nnna
AGAINST
n
ABSTAIN
Council Meeting:. April 8, 2014
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: Philip Sanders
Date Prepared: 4-03-14
Exhibits: ❑Yes ❑ No
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 colmsel 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)
b. discuss or deliberate the purchase, exchange, lease, or value of real
property (Tex Gov't Code §551.072); acquisition of rights -of --way
and utility easements;
c. discuss or deliberate Economic Development Negotiations: (1) To
discuss or deliberate regarding commercial or financial information
that the City has received from a business prospect that the City seeks
to have locate, stay, or expand in or near the territory of the City of
Anna and with which the City is conducting economic development
negotiations; or (2) To deliberate the offer of a financial or other
incentive to a business prospect described by subdivision (1). (Tex.
Gov't Code §551.087); proposed retail development; Villages of
Hurricane Creek.
d. discuss or deliberate personnel matters: City Secretary Update; City
Attorney Annual Review. (Tex. Gov't Code §551.074).
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 Meeting: April 8, 2014
Account Code #: N/A
Budgeted Amount: N/A
Item No. 11
City Secretary's use only
City of Anna
City Council Agenda
Staff Report
Staff Contact: Philip Sanders
Date Prepared: 4-03-14
Exhibits: ❑Yes ❑ No
AGENDA SUBJECT: Consider/Discuss/Action on any items listed on posted
agenda for April 8, 2014 Workshop Session or any Closed Session occurring during this
Regular Meeting, as necessary.
SUMMARY:
RECOMMENDATION:
Council Meeting: April 8.2014
Account Code #: N/A
Budgeted Amount:
AGENDA SUBJECT:
SUMMARY:
RECOMMENDATION:
N/A
Adjourn.
Item No. 12
City Secretary's use only
City of Anna
City Council Agenda
Staff Report
Staff Contact: Philip Sanders
Date Prepared: 4-03-14
Exhibits: ❑Yes ❑ No
Staff recommends a motion to adjourn.