HomeMy WebLinkAboutOrd 1004-2022 CO Bond Series 2022K CCALL
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PARKHURST & HORTON
September 13, 2022
VIA HAND DELIVERY
Ms. Carrie Land
City of Anna, Texas
1 I I N. Powell Parkway
Anna, Texas 75409-0776
Re: City of Anna, Texas Combination Tax and Revenue Certificates of Obligation,
Series 2022
Dear Ms. Land:
Enclosed for the City Council meeting to be held on Tuesday, September 13, 2022, are
the following documents to be signed by the Mayor and by you, as City Secretary:
1. A Certificate for Ordinance;
2. An Ordinance Authorizing the Issuance of the Certificates;
3. Certificate of Internet Posting;
4. Winning Bid Form;
5. Signature Identification, No -Litigation and General Certificate;
6. Paying Agent/Registrar Agreement;
7. Certificate Regarding Official Statement; and
$. Form of Certificates,
As a general matter, there is, one copy of each document, with multiple signature pages.
Each signature page should be signed, notarized and sealed, as indicated. After exWUtion of all
signature pages for each of the above items, please return them to my attention at the Dallas
address shown below.
If you should have any questions regarding the enclosed documents, please do not
hesitate to contact me by phone at (214) 754-9268 or by email at rsegura(a�mphle�al.com. With
best wishes. I am
By:
RS:cm
Enclosures
61.030
Very truly yours,
McCall, Parkhurst &Horton L.L.P.
600 Congress Avenue
717 North Harwood
Two Allen Center
112 East Pecan Street
Suite 2150
Suite 900
1200 Smith Street, Suite 1550
Suite 1310
Austin, Texas 78701
Dallas, Texas 75201
Houston, Texas 77002
San Antonio, Texas 78205
T 512,478,3805
T 214,754,9200
T 713,980,0500
T 210,225,2800
F 512,472,0871
F 214,754,9250
F 713,980,0510
F 210,225,2984 www.mphlegal.com
CERTIFICATE FOR ORDINANCE
We, the undersigned officers of the City of Anna, Texas, hereby certify as follows:
1. The City Council of said City convened in Regular Session on the 13day of
September, 2022, at the scheduled meeting place thereof, and the roll was called of the duly
constituted officers and members of said City Council, to -wit:
Nate Pilce, Mayor
Lee Miller, Mayor Pro Tern
Randy Atchley, Deputy Mayor Pro-Tem
Kevin Toten, Council Member
Jim Proce, City Manager
Carrie Land, City Secretary
and all of said persons were present, except
constituting a quorum. Whereupon, among
meeting: a written Ordinance
Stan Carver II, Council Member
Pete Cain, Council Member
Danny Ussery, Council Member
ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF CITY OF ANNA,
TEXAS COMBINATION TAX AND REVENUE CERTIFICATES OF
OBLIGATION, SERIES 2022; LEVYING AN ANNUAL AD VALOREM TAX
AND PROVIDING FOR THE SECURITY FOR AND PAYMENT OF SAID
CERTIFICATES OF OBLIGATION; APPROVING AN OFFICIAL STATEMENT;
AND ENACTING OTHER PROVISIONS RELATING TO THE SUBJECT
thus
said
was duly introduced for consideration and passage. It was then duly moved and seconded that said
Ordinance be passed; and, after due discussion, said motion, carrying with it the passage of said
Ordinance, prevailed and carried by the following vote:
AYES: � NOES: � ABSTENTIONS:
2. A true, full and correct copy of the aforesaid Ordinance passed at the meeting
described in the above and foregoing paragraph is attached to and follows this Certificate; said
Ordinance has been duly recorded in the official minutes of said City Council; the above and
foregoing paragraph is a true and correct excerpt from said minutes of said meeting pertaining to
the passage of said Ordinance; the persons named in the above and foregoing paragraph, at the
time of said meeting and the passage of said Ordinance, were the duly chosen, qualified and acting
members of said City Council as indicated therein; each of said officers and member was duly and
sufficiently notified officially and personally in advance, of the time, place and purpose of the
aforesaid meeting and that said Ordinance would be introduced and considered for passage at said
meeting; and said meeting was open to the public, and public notice of the time, place and purpose
of said meeting was given, all as required by Chapter 551, Texas Government Code.
3. That the Mayor Pro-Tem of said City has approved and hereby approves the
aforesaid Ordinance; that the Mayor Pro-Tem and the City Secretary of said City have duly signed
said Ordinance; and that the Mayor Pro-Tem and the City Secretary of said City hereby declare
that their signing of this Certificate shall constitute the signing of the attached and following copy
of said Ordinance for all purposes.
SIGNED AND SEALED THE I3TH DAY OF SEPTEMBERI 2022a
ATTEST:
Carrie L. Land, City Secretary
Lee Miller, Mayor Pro-Tem
/! !�!lflAltdakkSFl}11`S*
(SEAL)
Certificate for Ordinance Authorizing the Issuance and Sale of
City of Anna, Texas Combination Tax and Revenue Certificates of Obligation, Series 2022
P
CITY OF ANNA
ORDINANCE NO. I(; -2022
ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF CITY OF ANNA,
TEXAS COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION,
SERIES 2022; LEVYING AN ANNUAL AD VALOREM TAX AND PROVIDING FOR
THE SECURITY FOR AND PAYMENT OF SAID CERTIFICATES OF OBLIGATION;
APPROVING AN OFFICIAL STATEMENT; AND ENACTING OTHER PROVISIONS
RELATING TO THE SUBJECT.
THE STATE OF TEXAS §
COUNTY OF COLLIN §
CITY OF ANNA §
WHEREAS, the City Council of the City of Anna, Texas, deems it advisable to issue
Certificates of Obligation in the amount and for the purposes hereinafter set forth;
WHEREAS, the Certificates of Obligation hereinafter authorized and designated are to be
issued and delivered for cash pursuant to Subchapter C of Chapter 271, Texas Local Government
Code and Chapter 1502, Texas Government Code;
WHEREAS, the City Council has heretofore passed a resolution authorizing and directing
the City Clerk to give notice of intention to issue Certificates of Obligation, and said notice has
been both (i) duly posted in a prominent location on the Issuer's website, and (ii) duly published
in a newspaper of general circulation in said city, said newspaper being a "newspaper" as defined
in Section 2051.044, Texas Government Code;
WHEREAS, the City received no petition from the qualified electors of the City protesting
the issuance of such Certificates of Obligation;
WHEREAS, no bond proposition to authorize the issuance of bonds for the same purpose
as any of the projects being financed with the proceeds of the Cercates of Obligation was
submitted to the voters of the City during the preceding three years and failed to be approved; and
WHEREAS, it is considered to be to the best interest of the City that said interest -bearing
Certificates of Obligation be issued; and
WHEREAS, It is officially found, determined, and declared that the meeting at which this
Ordinance has been adopted was open to the public and public notice of the time, place and subject
matter of the public business to be considered and acted upon at said meeting, including this
Ordinance, was given, all as required by the applicable provisions of Chapter 551, Texas
Government Codes Now, Therefore
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS:
Section 1. RECITALS, AMOUNT AND PURPOSE OF THE CERTIFICATES. The
recitals set forth in the preamble hereof are incorporated herein and shall have the same force and
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effect as if set forth in this Section. The certificates of the City of Anna, Texas (the "Issuer") are
hereby authorized to be issued and delivered in the aggregate principal amount of $64,845,000 for
paying all or a portion of the Issuer's contractual obligations incurred in connection with (i)
acquiring, constructing, installing, and equipping additions, improvements, extensions, and
equipment for the Issuer's sewer system, including wastewater treatment plant and related
infrastructure improvements and the acquisition of land and interests in land as necessary therefor;
and (ii) legal, fiscal and engineering fees in connection with such projects (collectively, the
"Project").
Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND
MATURITIES AND INTEREST RATES OF CERTIFICATES. Each certificate issued pursuant
to this Ordinance shall be designated: "CITY OF ANNA, TEXAS COMBINATION TAX AND
REVENUE CERTIFICATE OF OBLIGATION, SERIES 2022," and initially there shall be issued,
sold, and delivered hereunder one fully registered certificate, without interest coupons, dated
September 1, 2022, in the principal amount stated above and in the denominations hereinafter
stated, numbered T-I, with certificates issued in replacement thereof being in the denominations
and principal amounts hereinafter stated and numbered consecutively from R-1 upward, payable
to the respective Registered Owners thereof (with the initial certificate being made payable to the
Initial Purchaser as described in Section 9 hereof), or to the registered assignee or assignees of said
certificates or any portion or portions thereof (in each case, the "Registered Owner"), and said
certificates shall mature and be payable serially on February 15 in each of the years and in the
principal amounts, respectively, and shall bear interest from the dates set forth in the FORM OF
CERTIFICATE set forth in Section 4 of this Ordinance to their respective dates of maturity or
redemption prior to maturity at the rates per annum, as set forth in the following schedule:
Principal Interest Principal Interest
Years Amounts Rates Years Amounts Rates
2024 $151105000 5.000% 2036 $2,83000 5.000%
2025 151655000 4.000 *** *** ***
2026 15215,000 5.000 2038 65145,000 4.000
2027 1,270,000 4.000 2039 3,315,000 4.000
2028 1,320,000 4.000 2040 354553000 4.125
2029 153855000 5.000 2041 3,825,000 4.125
2030 1,455,000 5.000 2042 359903000 4.250
2031 15530,000 5.000 2043 4,160,000 4.250
2032 1,610,000 5.000 2044 49340,000 4.250
2033 1,715,000 5.000 *** *** ***
2034 2,1355000 5.000 2047 14,185,000 4.250
2035 2,690,000 5.000
The term "Certificates" as used in this Ordinance shall mean and include collectively the
certificates initially issued and delivered pursuant to this Ordinance and all substitute certificates
exchanged therefor, as well as all other substitute certificates and replacement certificates issued
pursuant hereto, and the term "Certificate" shall mean any of the Certificates.
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Section 3. CHARACTERISTICS OF THE CERTIFICATES.
(a) Appointment of raying Ae� ig strar. The Issuer hereby appoints Regions Bank,
Houston, Texas, to serve as paying agent and registrar for the Certificates (the "Paying
Agent/Registrar"). The Mayor and Mayor Pro Tem, the City Manager, Finance Director, City
Secretary and all other officers, employees and agents of the Issuer, and each of them, are
authorized and directed to execute and deliver in the name and under the corporate seal and on
behalf of the Issuer a Paying Agent/Registrar Agreement with the Paying Agent/Registrar in
substantially the form presented at this meeting.
(b) Registration, Transfer, Conversion and Exchange. The Issuer shall keep or cause to
be kept at the corporate trust office of the Paying Agent/Registrar books or records for the
registration of the transfer, conversion and exchange of the Certificates (the "Registration Books"),
and the Issuer hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep
such books or records and make such registrations of transfers, conversions and exchanges under
such reasonable regulations as the Issuer and Paying Agent/Registrar may prescribe; and the
Paying Agent/Registrar shall make such registrations, transfers, conversions and exchanges as
herein provided within three days of presentation in due and proper form. The Paying
Agent/Registrar shall obtain and record in the Registration Books the address of the registered
owner of each Certificate to which payments with respect to the Certificates shall be mailed, as
herein provided; but it shall be the duty of each registered owner to notify the Paying
Agent/Registrar in writing of the address to which payments shall be mailed, and such interest
payments shall not be mailed unless such notice has been given. The Issuer shall have the right
to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but
otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless
otherwise required by law, shall not permit their inspection by any other entity. The Issuer shall
pay the Paying Agent/Registrar's standard or customary fees and charges for making such
registration, transfer, conversion, exchange and delivery of a substitute Certificate or Certificates.
Registration of assignments, transfers, conversions and exchanges of Certificates shall be made in
the manner provided and with the effect stated in the FORM OF CERTIFICATE set forth in this
Ordinance. Each substitute Certificate shall bear a letter and/or number to distinguish it from
each other Certificate.
(c) Authentication. Except as provided in subsection (i) of this section, an authorized
representative of the Paying Agent/Registrar shall, before the delivery of any such Certificate, date
and manually sign said Certificate, and no such Certificate shall be deemed to be issued or
outstanding unless such Certificate is so executed. The Paying Agent/Registrar promptly shall
cancel all paid Certificates and Certificates surrendered for conversion and exchange. No
additional ordinances, orders or resolutions need be passed or adopted by the governing body of
the Issuer or any other body or person so as to accomplish the foregoing conversion and exchange
A any Certificate or portion thereof, and the Paying Agent/Registrar shall provide for the printing,
execution and delivery of the substitute Certificates in the manner prescribed herein. Pursuant to
Subchapter D, Chapter 1201, Texas Government Code, the duty of conversion and exchange of
Certificates as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the
execution of said Certificate, the converted and exchanged Certificate shall be valid, incontestable,
and enforceable in the same manner and with the same effect as the Certificates which initially
were issued and delivered pursuant to this Ordinance, approved by the Attorney General, and
registered by the Comptroller of Public Accounts.
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(d) Payment of Principal and Interest. The Issuer hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the principal of and interest on the
Certificates, all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper
records of all payments made by the Issuer and the Paying Agent/Registrar with respect to the
Certificates, and of all conversions and exchanges of Certificates, and all replacements of
Certificates, as provided in this Ordinance. However, in the event of a nonpayment of interest on
a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest
payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when
funds for the payment of such interest have been received from the Issuer. Notice of the Special
Record Date and of the scheduled payment date of the past due interest (which shall be 15 days
after the Special Record Date) shall be sent at least five (5) business days prior to the Special
Record Date by United States mail, first class postage prepaid, to the address of each registered
owner appearing on the Registration Books at the close of business on the last business day next
preceding the date of mailing of such notice.
(e) Payment to Registered Owner. Notwithstanding any other provision of this
Ordinance to the contrary, the Issuer and the Paying Agent/Registrar shall be entitled to treat and
consider the person in whose name each Certificate is registered in the Registration Books as the
absolute owner of such Certificate for the purpose of payment of principal and interest with respect
to such Certificate, for the purpose of registering transfers with respect to such Certificate, and for
all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of and interest
on the Certificates only to or upon the order of the registered owners, as shown in the Registration
Books as provided in this Ordinance, or their respective attorneys duly authorized in writing, and
all such payments shall be valid and effective to fully satisfy and discharge the Issuer's obligations
with respect to payment of principal of and interest on the Certificates to the extent of the sum or
sums so paid. No person other than a registered owner, as shown in the Registration Books, shall
receive a certificated Certificate evidencing the obligation of the Issuer to make payments of
principal and interest pursuant to this Ordinance.
(f) Pang A eg nt/Re ig stray. The Issuer covenants with the registered owners of the
Certificates that at all times while the Certificates are outstanding the Issuer will provide a
competent and legally qualified bank, trust company, financial institution or other agency to act as
and perform the services of Paying Agent/Registrar for the Certificates under this Ordinance, and
that the Paying Agent/Registrar will be one entity. By accepting the position and performing as
such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this
Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying
Agent/Registrar.
(g) Substitute Pang Agent/Registrar. The Issuer reserves the right to, and may, at its
option, change the Paying Agent/Registrarupnn not less than 120 days written notice to the Paying
Agent/Registrar, to be effective not later than 60 days prior to the next principal or interest payment
date after such notice. In the event that the entity at any time acting as Paying Agent/Registrar
(or its successor by merger, acquisition, or other method) should resign or otherwise cease to act
as such, the Issuer covenants that promptly it will appoint a competent and legally qualified bank,
trust company, financial institution, or other agency to act as Paying Agent/Registrar under this
Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar
promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other
C!
pertinent books and records relating to the Certificates, to the new Paying Agent/Registrar
designated and appointed by the Issuer. Upon any change in the Paying Agent/Registrar, the
Issuer promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar
to each registered owner of the Certificates, by United States mail, first-class postage prepaid,
which notice also shall give the address of the new Paying Agent/Registrar,
(h) Book -Entry OnlWL WL . The Certificates issued in exchange for the Certificates
initially issued to the purchaser or purchasers specified herein shall be initially issued in the form
of a separate single fully registered Certificate for each of the maturities thereof and the ownership
of each such Certificate shall be registered in the name of Cede & Co., as nominee of The
Depository Trust Company of New York ("DTC"), and except as provided in subsections (i) and
J) of this Section, all of the outstanding Certificates shall be registered in the name of Cede & Co.,
as nominee of DTC.
(i) Blanket Letter of Representations. The previous execution and delivery of the Blanket
Issuer Letter of Representations with respect to obligations of the Issuer is hereby ratified and
confirmed; and the provisions thereof shall be fully applicable to the Certificates.
Notwithstanding anything to the contrary contained herein, while the Certificates are subject to
DTC's Book -Entry Only System and to the extent permitted by law, the Blanket Issuer Letter of
Representations is hereby incorporated herein and its provisions shall prevail over any other
provisions of this Ordinance in the event of conflict.
(j) Certificates Registered in the Name of Cede & Co With respect to Certificates
registered in the name of Cede & Co., as nominee of DTC, the Issuer and the Paying
Agent/Registrar shall have no responsibility or obligation to any securities brokers and dealers,
banks, trust companies, clearing corporations and certain other organizations on whose behalf
DTC was created ("DTC Participant") to hold securities to facilitate the clearance and settlement
of securities transactions among DTC Participants or to any person on behalf of whom such a DTC
Participant holds an interest in the Certificates. Without limiting the immediately preceding
sentence, the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation with
respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect
to any ownership interest in the Certificates, (ii) the delivery to any DTC Participant or any other
person, other than a registered owner of Certificates, as shown on the Registration Books, of any
notice with respect to the Certificates, or (iii) the payment to any DTC Participant or any other
person, other than a registered owner of Certificates, as shown in the Registration Books of any
amount with respect to principal of or interest on the Certificates. Upon delivery by DTC to the
Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new
nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to
interest checks being mailed to the registered owner at the close of business on the Record date,
the words "Cede & Co." in this Ordinance shall refer to such new nominee of DTC.
(k) Successor Securities Depository; Transfers Outside Book -Entry Only S• sue. In the
event that the Issuer determines that DTC is incapable of discharging its responsibilities described
herein and in the representation letter of the Issuer to DTC or that it is in the best interest of the
beneficial owners of the Certificates that they be able to obtain certificated Certificates, the Issuer
shall (i) appoint a successor securities depository, qualified to act as such under Section 17A of
the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the
appointment of such successor securities depository and transfer one or more separate Certificates
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to such successor securities depository or (ii) notify DTC and DTC Participants of the availability
through DTC of Certificates and transfer one or more separate Certificates to DTC Participants
having Certificates credited to their DTC accounts. In such event, the Certificates shall no longer
be restricted to being registered in the Registration Books in the name of Cede & Co., as nominee
of DTC, but may be registered in the name of the successor securities depository, or its nominee,
or in whatever name or names registered owners transferring or exchanging Certificates shall
designate, in accordance with the provisions of this Ordinance.
(1) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to
the contrary, so long as any Certificate is registered in the name of Cede & Co., as nominee of
DTC, all payments with respect to principal of and interest on such Certificate and all notices with
respect to such Certificate shall be made and given, respectively, in the manner provided in the
representation letter of the Issuer to DTC.
(m) General Characteristics of the Certificates. The Certificates (i) shall be issued in
fully registered form, without interest coupons, with the principal of and interest on such
Certificates to be payable only to the Registered Owners thereof, (ii) may and shall be redeemed
prior to their scheduled maturities, (iii) may be transferred and assigned, (iv) may be converted
and exchanged for other Certificates, (v) shall have the characteristics, (vi) shall be signed, sealed,
executed and authenticated, (vii) the principal of and interest on the Certificates shall be payable,
and (viii) shall be administered and the Paying Agent/Registrar and the Issuer shall have certain
duties and responsibilities with respect to the Certificates, all as provided, and in the manner and
to the effect as required or indicated, in the FORM OF CERTIFICATE set forth in this Ordinance.
The Certificates initially issued and delivered pursuant to this Ordinance is not required to be, and
shall not be, authenticated by the Paying Agent/Registrar, but on each substitute Certificate issued
in conversion of and exchange for any Certificate or Certificates issued under this Ordinance the
Paying Agent/Registrar shall execute the Paying Agent/registrar's Authentication Certificate, in
the FORM OF CERTIFICATE set forth in this Ordinance.
(n) Cancellation of Initial Certificate. On the closing date, one initial Certificate
representing the entire principal amount %J the Certificates, payable in stated installments to the
order of the Initial Purchaser or its designee, executed by manual or facsimile signature of the
Mayor (or in the Mayor's absence, Mayor Pro-Tem or Deputy Mayor Pro-Tem) and City Secretary
A the Issuer, approved by the Attorney General of Texas, and registered and manually signed by
the Comptroller of Public Accounts of the State of Texas, will be delivered to the Initial Purchaser
or its designee. Upon payment for the initial Certificate, the Paying Agent/Registrar shall insert
the Issuance Date on Certificate No. T-1, shall cancel the initial Certificate and deliver to The
Depository Trust Company ("DTC") on behalf of the Initial Purchaser one registered definitive
Certificate for each year of maturity of the Certificates, in the aggregate principal amount of all of
the Certificates for such maturity, registered in the name of Cede & Co., as nominee of DTC. To
the extent that the Paying Agent/Registrar is eligible to participate in DTC's FAST System,
pursuant to an agreement between the Paying Agent/Registrar and DTC, the Paying
Agent/Registrar shall hold the definitive Certificates in safekeeping for DTC.
Section 4. FORM OF CERTIFICATES. The form of the Certificates, including the form
of Paying Agent/Registrar's Authentication Certificate, the form of Assignment and the form of
Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be attached
to the Certificates initially issued and delivered pursuant to this Ordinance, shall be, respectively,
substantially as follows, with such appropriate variations, omissions or insertions as are permitted
or required by this Ordinance.
(a)
Form of Certificate.
NO. R- PRINCIPAL
UNITED STATES OF AMERICA AMOUNT
STATE OF TEXAS $
CITY OF ANNA, TEXAS
COMBINATION TAX AND REVENUE CERTIFICATE OF OBLIGATION
SERIES 2022
Interest Rate Delivery Date Maturity Date CUSIP No.
October 11, 2022 February 15,
REGISTERED OWNER:
PRINCIPAL AMOUNT:
ON THE MATURITY DATE specified above, the City of Anna, in Collin County, Texas
the "Issuer"), being a political subdivision and municipal corporation of the State of Texas, hereby
promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called
the "Registered Owner"), on the Maturity Date specified above, the Principal Amount specified
above. The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on
the basis of a 360-day year of twelve 30-day months) from the Delivery Date specified above at
the Interest Rate per annum specified above. Interest is payable on February 15, 2023 and
semiannually on each August 15 and February 15 thereafter to the Maturity Date specified above,
or the date of redemption prior to maturity; except, if this Certificate is required to be authenticated
and the date of its authentication is later than the first Record Date (hereinafter defined), such
Principal Amount shall bear interest from the interest payment date next preceding the date of
authentication, unless such date of authentication is after any Record Date but on or before the
next following interest payment date, in which case such principal amount shall bear interest from
such next following interest payment date; provided, however, that if on the date of authentication
hereof the interest on the Certificate or Certificates, if any, for which this Certificate is being
exchanged is due but has not been paid, then this Certificate shall bear interest from the date to
which such interest has been paid in full.
THE PRINCIPAL OF AND INTEREST ON this Certificate are payable in lawful money
of the United States of America, without exchange or collection charges. The principal of this
Certificate shall be paid to the registered owner hereof upon presentation and surrender of this
Certificate at maturity, or upon the date fixed for its redemption prior to maturity, at the principal
corporate trust office of Regions Bank, Houston, Texas, which is the "Paying Agent/Registrar" for
this Certificate. The payment of interest on this Certificate shall be made by the Paying
Agent/Registrar to the registered owner hereof on each interest payment date by check or draft,
dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely
from, funds of the Issuer required by the ordinance authorizing the issuance of this Certificate (the
"Certificate Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as
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hereinafter provided; and such check or draft shall be sent by the Paying Agent/Registrar by United
States mail, first-class postage prepaid, on each such interest payment date, to the registered owner
hereof, at its address as it appeared on the last business day of the month preceding each such date
the "Record Date") on the Registration Books kept by the Paying Agent/Registrar, as hereinafter
described. In addition, interest may be paid by such other method, acceptable to the Paying
Agent/Registrar, requested by, and at the risk and expense of, the registered owner. In the event
A a non-payment of interest on a scheduled payment date, and for 30 days thereafter, a new record
date for such interest payment (a "Special Record Date") will be established by the Paying
Agent/Registrar, if and when funds for the payment of such interest have been received from the
Issuer. Notice of the Special Record Date and of the scheduled payment date of the past due
interest (which shall be 15 days after the Special Record Date) shall be sent at least five business
days prior to the Special Record Date by United States mail, first-class postage prepaid, to the
address of each owner of a Certificate appearing on the Registration Books at the close of business
on the last business day next preceding the date of mailing of such notice.
ANY ACCRUED INTEREST due at maturity or upon the redemption of this Certificate
prior to maturity as provided herein shall be paid to the registered owner upon presentation and
surrender of this Certificate for redemption and payment at the principal corporate trust office of
the Paying Agent/Registrar. The Issuer covenants with the registered owner of this Certificate
that on or before each principal payment date, interest payment date, and accrued interest payment
date for this Certificate it will make available to the Paying Agent/Registrar, from the "Interest
and Sinking Fund" created by the Certificate Ordinance, the amounts required to provide for the
payment, in immediately available funds, of all principal of and interest on the Certificates, when
due.
IF THE DATE for the payment of the principal of or interest on this Certificate shall be a
Saturday, Sunday, a legal holiday or a day on which banking institutions in the city where the
principal corporate trust office of the Paying Agent/Registrar is located are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day that is
not such a Saturday, Sunday, legal holiday or day on which banking institutions are authorized to
close; and payment on such date shall have the same force and effect as if made on the original
date payment was due.
THIS CERTIFICATE is one of a series of Certificates dated September 1, 2022, authorized
in accordance with the Constitution and laws of the State of Texas in the principal amount of
$64,845,000 for paying all or a portion of the Issuer's contractual obligations incurred in
connection with (i) acquiring, constructing, installing, and equipping additions, improvements,
extensions, and equipment for the Issuer's sewer system, including wastewater treatment plant and
related infrastructure improvements and the acquisition of land and interests in land as necessary
therefor; and (ii) legal, fiscal and engineering fees in connection with such projects (collectively,
the "Project").
ON FEBRUARY 15, 2032, or any date thereafter, the Certificates of this series may be
redeemed prior to their scheduled maturities, at the option of the Issuer, with funds derived from
any available and lawful source, as a whole, or in part and, if in part, the particular Certificates, or
portions thereof, to be redeemed shall be selected and designated by the Issuer (provided that a
portion of a Certificate may be redeemed only in an integral multiple of $5,000), at a redemption
price equal to the principal amount to be redeemed plus accrued interest to the date fixed for
redemption.
THE CERTIFICATES scheduled to mature on February 15 in the years 2038 and 2047
the "Term Certificates") are subject to scheduled mandatory redemption by the Paying
Agent/Registrar by lot, or by any other customary method that results in a random selection, at a
price equal to the principal amount thereof, plus accrued interest to the redemption date, out of
moneys available for such purpose in the interest and sinking fund for the Certificates, on the dates
and in the respective principal amounts, set forth in the following schedule:
Term Certificate
Maturity: February 15, 2038
Mandatory Redemption
Date
February 15, 2037
February 15, 2038
Principal
Amount($)
2,955,000
31190,000
Term Certificate
Maturity: February 15, 2047
Mandatory Redemption
Date
February 15, 2045
February 15, 2046_
February 15, 2047
Principal
Amount($)
4,530,000
4,725,000
4,930,000
The principal amount of Term Certificates of a stated maturity required to be redeemed on any
mandatory redemption date pursuant to the operation of the mandatory sinking fund redemption
provisions shall be reduced, at the option of the Issuer, by the principal amount of any Term
Certificates of the same maturity which, at least 45 days prior to a mandatory redemption date (1)
shall have been acquired by the Issuer at a price not exceeding the principal amount of such Term
Certificates plus accrued interest to the date of purchase thereof, and delivered to the Paying
Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the Paying
Agent/Registrar at the request of the Issuer at a price not exceeding the principal amount of such
Term Certificates plus accrued interest to the date of purchase, or (3) shall have been redeemed
pursuant to the optional redemption provisions and not theretofore credited against a mandatory
redemption requirement.
AT LEAST 30 days prior to the date fixed for any redemption of Certificates or portions
thereof prior to maturity a written notice of such redemption shall be sent by the Paying
Agent/Registrar by United States mail, first-class postage prepaid, to the registered owner of each
Certificate to be redeemed at its address as it appeared on the 45th day prior to such redemption
date; provided, however, that the failure of the registered owner to receive such notice, or any
defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of
the proceedings for the redemption of any Certificate. By the date fixed for any such redemption
due provision shall be made with the Paying Agent/Registrar for the payment of the required
redemption price for the Certificates or portions thereof that are to be so redeemed. If such written
notice of redemption is sent and if due provision for such payment is made, all as provided above,
the Certificates or portions thereof that are to be so redeemed thereby automatically shall be treated
as redeemed prior to their scheduled maturities, and they shall not bear interest after the date fixed
for redemption, and they shall not be regarded as being outstanding except for the right of the
registered owner to receive the redemption price from the Paying Agent/Registrar out of the funds
provided for such payment. If a portion of any Certificate shall be redeemed, a substitute
Certificate or Certificates having the same maturity date, bearing interest at the same rate, in any
denomination or denominations in any integral multiple of $5,000, at the written request of the
E
registered owner, and in aggregate principal amount equal to the unredeemed portion thereof, will
be issued to the registered owner upon the surrender thereof for cancellation, at the expense of the
Issuer, all as provided in the Certificate Ordinance.
IF AT THE TIME OF MAILING of notice of optional redemption there shall not have
either been deposited with the Paying Agent/Registrar or legally authorized escrow agent
immediately available funds sufficient to redeem all the Certificates called for redemption, such
notice may state that it is conditional, and is subject to the deposit of the redemption moneys with
the Paying Agent/Registrar or legally authorized escrow agent at or prior to the redemption date,
and such notice shall be of no effect unless such moneys are so deposited on or prior to the
redemption date. If such redemption is not effectuated, the Paying Agent/Registrar shall, within
five days thereafter, give notice in the manner in which the notice of redemption was given that
such moneys were not so received and shall rescind the redemption.
ALL CERTIFICATES OF THIS SERIES are issuable solely as fully registered certificates,
without interest coupons, in the denomination of any integral multiple of $5,000. As provided in
the Certificate Ordinance, this Certificate may, at the request of the registered owner or the
assignee or assignees hereof, be assigned, transferred, converted into and exchanged for a like
aggregate principal amount of fully registered certificates, without interest coupons, payable to the
appropriate registered owner, assignee or assignees, as the case may be, having the same
denomination or denominations in any integral multiple of $5,000 as requested in writing by the
appropriate registered owner, assignee or assignees, as the case may be, upon surrender of this
Certificate to the Paying Agent/Registrar for cancellation, all in accordance with the form and
procedures set forth in the Certificate Ordinance. Among other requirements for such assignment
and transfer, this Certificate must be presented and surrendered to the Paying Agent/Registrar,
together with proper instruments of assignment, in form and with guarantee of signatures
satisfactory to the Paying Agent/Registrar, evidencing assignment of this Certificate or any portion
or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name
or names this Certificate or any such portion or portions hereof is or are to be registered. The
form of Assignment printed or endorsed on this Certificate may be executed by the registered
owner to evidence the assignment hereof, but such method is not exclusive, and other instruments
of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment
of this Certificate or any portion or portions hereof from time to time by the registered owner.
The Paying Agent/Registrar's reasonable standard or customary fees and charges for assigning,
transferring, converting and exchanging any Certificate or portion thereof will be paid by the
Issuer. In any circumstance, any taxes or governmental charges required to be paid with respect
thereto shall be paid by the one requesting such assignment, transfer, conversion or exchange, as
a condition precedent to the exercise of such privilege. The Paying Agent/Registrar shall not be
required to make any such transfer, conversion, or exchange (i) during the period commencing
with the close of business on any Record Date and ending with the opening of business on the next
following principal or interest payment date, or (ii) with respect to any Certificate or any portion
thereof called for redemption prior to maturity, within 45 days prior to its redemption date.
IN THE EVENT any Paying Agent/Registrar for the Certificates is changed by the Issuer,
resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Certificate Ordinance
that it promptly will appoint a competent and legally qualified substitute therefor, and cause written
notice thereof to be mailed to the registered owners of the Certificates.
10
IT IS HEREBY certified, recited and covenanted that this Certificate has been duly and
validly authorized, issued and delivered; that all acts, conditions and things required or proper to
be performed, exist and be done precedent to or in the authorization, issuance and delivery of this
Certificate have been performed, existed and been done in accordance with law; that annual ad
valorem taxes sufficient to provide for the payment of the interest on and principal of this
Certificate, as such interest comes due and such principal matures, have been levied and ordered
to be levied against all taxable property in said Issuer, and have been pledged for such payment,
within the limit prescribed by law, and that this Certificate is additionally secured by and payable
from a pledge of the surplus net revenues of the Issuer's waterworks and sewer system remaining
after payment of all operation and maintenance expenses thereof, and all debt service, reserve and
other requirements in connection with all of the Issuer's revenue obligations (now or hereafter
outstanding) that are payable from all or any part of the net revenues of the Issuer's waterworks
and sewer system, all as provided in the Certificate Ordinance.
THE ISSUER HAS RESERVED THE RIGHT to amend the Certificate Ordinance as
provided therein, and under some (but not all) circumstances amendments thereto must be
approved by the registered owners of a majority in aggregate principal amount of the outstanding
Certificates.
BY BECOMING the registered owner of this Certificate, the registered owner thereby
acknowledges all of the terms and provisions of the Certificate Ordinance, agrees to be bound by
such terms and provisions, acknowledges that the Certificate Ordinance is duly recorded and
available for inspection in the official minutes and records of the governing body of the Issuer, and
agrees that the terms and provisions of this Certificate and the Certificate Ordinance constitute a
contract between each registered owner hereof and the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this Certificate to be signed with the
manual or facsimile signature of the Mayor of the Issuer (or in the Mayor's absence, by the Mayor
Pro Tem) and countersigned with the manual or facsimile signature of the City Secretary of said
Issuer, and has caused the official seal of the Issuer to be duly impressed, or placed in facsimile,
on this Certificate.
(signature) (signature)
City Secretary Mayor
(SEAL)
(b) Form of Paying Agent/Registrar's Authentication Certificate.
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Certificate is not accompanied by an executed Registration
Certificate of the Comptroller of Public Accounts of the State of Texas)
It is hereby certified that this Certificate has been issued under the provisions of the
Certificate Ordinance described in the text of this Certificate; and that this Certificate has been
issued in conversion or replacement of, or in exchange for, a certificate, certificates, or a portion
A a certificate or certificates of a series that originally was approved by the Attorney General of
the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas.
11
Dated:
(c) Form of Assi ng ment.
By:
Regions Bank, Houston, Texas
Paying Agent/Registrar
Authorized Representative
ASSIGNMENT
(Please print or type clearly)
For value received, the undersigned hereby sells, assigns and
Transferee's Social Security or Taxpayer Identification
Number:
Transferee's name and address, including zip
the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney, to register the
transfer of
the within Certificate on the books kept for registration thereof, with full power of substitution in
the premises.
Dated:
Signature Guaranteed:
NOTICE: Signatures) must be guaranteed by
aII eligible guarantor institution participating in
a securities transfer association recognized
signature guarantee program.
NOTICE: The signature above must
correspond with the name of the registered
owner as it appears upon the front of this
Certificate in every particular, without
alteration or enlargement or any change
whatsoever.
12
(d) Form of Registration Certificate of the Comptroller of Public Accounts.
COMPTROLLER'a REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that this Certificate has been examined, certified as to validity and approved
by the Attorney General of the State of Texas, and that this Certificate has been registered by the
Comptroller of Public Accounts of the State of Texas.
Witness my signature and seal this
Comptroller of Public Accounts of the State of Texas
(COMPTROLLER'S SEAL)
(e) Initial Certificate Insertions.
(i) The initial Certificate shall be in the form set forth is paragraph (a) of this
Section, except that:
A. immediately under the name of the Certificate, the headings "Interest
Rate" and "Maturity Date" shall both be completed with the words "As shown
below" and "CUSIP No. " shall be deleted.
B. the first paragraph shall be deleted and the following will be inserted:
"THE CITY OF ANNA, TEXAS, in Collin County, Texas (the "Issuer"), being a political
subdivision and municipal corporation of the State of Texas, hereby promises to pay to the
Registered Owner specified above, or registered assigns (hereinafter called the "Registered
)wner"), on February 15 in each of the years, in the principal installments and bearing interest at
the per annum rates set forth in the following schedule:
Years Principal Amounts Interest Rates
(Information from Section 2 to be inserted)
The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on the basis
of a 360-day year of twelve 30-day months) from the Delivery Date specified above at the
respective Interest Rate per annum specified above. Interest is payable on February 15, 2023, and
semiannually on each August 15 and February 15 thereafter to the date of payment of the principal
installment specified above, or the date of redemption prior to maturity; except, that if this
Certificate is required to be authenticated and the date of its authentication is later than the first
Record Date (hereinafter defined), such Principal Amount shall bear interest from the interest
payment date next preceding the date of authentication, unless such date of authentication is after
any Record Date but on or before the next following interest payment date, in which case such
principal amount shall bear interest from such next following interest payment date; provided,
however, that if on the date of authentication hereof the interest on the Certificate or Certificates,
13
if any, for which this Certificate is being exchanged is due but has not been paid, then this
Certificate shall bear interest from the date to which such interest has been paid in full."
C. The Initial Certificate shall be numbered
Section 5. TAX LEVY; INTEREST AND SINKING FUND; SURPLUS REVENUES.
(a) A special "Interest and Sinking Fund" is hereby created and shall be established and
maintained by the Issuer at an official depository bank of said Issuer. Said Interest and Sinking
Fund shall be kept separate and apart from all other funds and accounts of said Issuer, and shall be
used only for paying the interest on and principal of said Certificates. Any amounts received from
the sale of the Certificates as accrued interest shall be deposited upon receipt to the Interest and
Sinking Fund, and all ad valorem taxes levied and collected for and on account of said Certificates
shall be deposited, as collected, to the credit of said Interest and Sinking Fund. During each year
while any of said Certificates are outstanding and unpaid, the governing body of said Issuer shall
compute and ascertain a rate and amount of ad valorem tax that will be sufficient to raise and
produce the money required to pay the interest on said Certificates as such interest comes due, and
to provide and maintain a sinking fund adequate to pay the principal of said Certificates as such
principal matures (but never less than 2% of the original amount of said Certificates as a sinking
fund each year); and said tax shall be based on the latest approved tax rolls of said Issuer, with full
allowances being made for tax delinquencies and the cost of tax collection. Said rate and amount
of ad valorem tax is hereby levied, and is hereby ordered to be levied, against all taxable property
in said Issuer, for each year while any of said Certificates are outstanding and unpaid, and said tax
shall be assessed and collected each such year and deposited to the credit of the aforesaid Interest
and Sinking Fund. Said ad valorem taxes sufficient to provide for the payment of the interest on
and principal of said Certificates, as such interest comes due and such principal matures or is
scheduled for redemption, are hereby pledged for such payment, within the limit prescribed by
law.
(b) The Certificates are additionally secured by and payable from surplus revenues of the
Issuer's waterworks and sewer system (the "System") that remain after the payment of all
maintenance and operation expenses thereof, and all debt service, reserve and other requirements
in connection with all of the Issuer's revenue bonds or other obligations (now or hereafter
)utstanding) that are secured by a lien on all or any part of the net revenues of the System, such
revenues constituting "Surplus Revenues." The Issuer shall deposit such Surplus Revenues to the
credit of the Interest and Sinking Fund created pursuant to subsection (a) of this section, to the
extent necessary to pay the principal and interest on the Certificates. Notwithstanding the
requirements of subsection (a) of this section, if Surplus Revenues or other lawfully available funds
are actually on deposit, or Surplus Revenues are budgeted for deposit as hereinafter provided, in
the Interest and Sinking Fund in advance of the time when ad valorem taxes are scheduled to be
levied for any year, then the amount of taxes that otherwise would have been required to be levied
pursuant to subsection (a) of this section may be reduced to the extent and by the amount of the
Surplus Revenues or other lawfully available funds then on deposit, or Surplus Revenues budgeted
for deposit as hereinafter provided, in the Interest and Sinking Fund. However, if the Surplus
Revenues are budgeted for deposit into the Interest and Sinking Fund, the Issuer:
(i) shall transfer and deposit in the Interest and Sinking Fund each month an
amount of not less than 1/12rh of the annual debt service on the Certificates to be paid from
Surplus Revenues until the amount on deposit in the Interest and Sinking Fund, together
with the amount of ad valorem taxes levied for the Interest and Sinking Fund, equals the
amount required for annual debt service on the Certificates;
shall establish, adopt and maintain an annual budget that provides for either
the monthly deposit of sufficient Surplus Revenues and/or tax revenues, the monthly
deposit of any other legally available funds on hand at the time of the adoption of the annual
budget, or a combination thereof, into the Interest and Sinking Fund for the repayment of
the Certificates; and
(iii) shall at all times maintain and collect sufficient System rates and charges in
conjunction with any other legally available funds that, after payment of the costs of
operating and maintaining the System, produce net revenues in an amount not less than the
debt service requirements of all outstanding System revenue bonds of the Issuer and other
obligations of the Issuer which are secured in whole or in part by a pledge of revenues of
the System, for which the Issuer is budgeting the repayment of such obligations from the
revenues of the System, or the Issuer shall provide documentation which evidences the
levy of an ad valorem tax rate dedicated to the Interest and Sinking Fund, in conjunction
with any other legally available funds except System rates and charges, sufficient for the
repayment of System debt service requirements.
(c) Chapter 1208, Texas Government Code, applies to the issuance of the Certificates and
the pledge of the taxes and Surplus Revenues granted by the Issuer under this Section, and is
therefore valid, effective, and perfected. Should Texas law be amended at any time while the
Certificates are outstanding and unpaid, the result of such amendment being that the pledge of the
taxes and Surplus Revenues granted by the Issuer under this Section, is to be subject to the filing
requirements of Chapter 9, Texas Business & Commerce Code, in order to preserve to the
registered owners of the Certificates a security interest in said pledge, the Issuer agrees to take
such measures as it determines are reasonable and necessary under Texas law to comply with the
applicable provisions of Chapter 9, Texas Business & Commerce Code and enable a filing of a
security interest in said pledge to occur.
Section 6. DEFEASANCE OF CERTIFICATES.
(a) Any Certificate and the interest thereon shall be deemed to be paid, retired and no
longer outstanding (a "Defeased Certificate") within the meaning of this Ordinance, except to the
extent provided in subsection (d) of this Section, when payment of the principal of such Certificate,
plus interest thereon to the due date (whether such due date be by reason of maturity or otherwise)
either (i) shall have been made or caused to be made in accordance with the terms thereof, or
(ii) shall have been provided for on or before such due date by irrevocably depositing with or
making available to the Paying Agent/Registrar in accordance with an escrow agreement or other
instrument (the "Future Escrow Agreement") for such payment (1) lawful money of the United
States of America sufficient to make such payment or (2) Defeasance Securities that mature as to
principal and interest in such amounts and at such times as will insure the availability, without
reinvestment, of sufficient money to provide for such payment, and when proper arrangements
have been made by the Issuer with the Paying Agent/Registrar for the payment of its services until
all Defeased Certificates shall have become due and payable. At such time as a Certificate shall
be deemed to be a Defeased Certificate hereunder, as aforesaid, such Certificate and the interest
15
thereon shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem
taxes herein levied and pledged or the pledge of Surplus Revenues as provided in this Ordinance,
and such principal and interest shall be payable solely from such money or Defeasance Securities,
and thereafter the Issuer will have no further responsibility with respect to amounts available to
such paying agent (or other financial institution permitted by applicable law) for the payment of
such Defeased Certificates, including any insufficiency therein caused by the failure of such
paying agent (or other financial institution permitted by applicable law) to receive payment when
due on the Defeasance Securities. Notwithstanding any other provision of this Ordinance to the
contrary, it is hereby provided that any determination not to redeem Defeased Certificates that is
made in conjunction with the payment arrangements specified in subsection 6(a)(i) or (ii) shall not
be irrevocable, provided that: (1) in the proceedings providing for such payment arrangements, the
Issuer expressly reserves the right to call the Defeased Certificates for redemption; (2) gives notice
of the reservation of that right to the owners of the Defeased Certificates immediately following
the making of the payment arrangements; and (3) directs that notice of the reservation be included
in any redemption notices that it authorizes.
(b) Any moneys so deposited with the Paying Agent/Registrar may at the written direction
of the Issuer be invested in Defeasance Securities, maturing in the amounts and times as
hereinbefore set forth, and all income from such Defeasance Securities received by the Paying
Agent/Registrar that is not required for the payment of the Certificates and interest thereon, with
respect to which such money has been so deposited, shall be turned over to the Issuer, or deposited
as directed in writing by the Issuer. Any Future Escrow Agreement pursuant to which the money
and/or Defeasance Securities are held for the payment of Defeased Certificates may contain
provisions permitting the investment or reinvestment of such moneys in Defeasance Securities or
the substitution of other Defeasance Securities upon the satisfaction of the requirements specified
in subsection 6(a)(i) or (ii). All income from such Defeasance Securities received by the Paying
Agent/Registrar which is not required for the payment of the Defeased Certificates, with respect
to which such money has been so deposited, shall be remitted to the Issuer or deposited as directed
in writing by the Issuer.
(c) The term "Defeasance Securities" means any securities and obligations now or
hereafter authorized by State law that are eligible to refund, retire or otherwise discharge
obligations such as the Certificates.
(d) Until all Defeased Certificates shall have become due and payable, the Paying
Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased
Certificates the same as if they had not been defeased, and the Issuer shall make proper
arrangements to provide and pay for such services as required by this Ordinance.
(e) In the event that the Issuer elects to defease less than all of the principal amount of
Certificates of a maturity, the Paying Agent/Registrar shall select, or cause to be selected, such
amount of Certificates by such random method as it deems fair and appropriate.
16
Section 7. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED
CERTIFICATES.
(a) Replacement Certificates. In the event any outstanding Certificate is damaged,
mutilated, lost, stolen or destroyed, the Paying Agent/Registrar shall cause to be printed, executed
and delivered, a new certificate of the same principal amount, maturity and interest rate, as the
damaged, mutilated, lost, stolen or destroyed Certificate, in replacement for such Certificate in the
manner hereinafter provided.
(b) Application for Replacement Certificates. Application for replacement of damaged,
mutilated, lost, stolen or destroyed Certificates shall be made by the registered owner thereof to
the Paying Agent/Registrar. In every case of loss, theft or destruction of a Certificate, the
registered owner applying for a replacement certificate shall furnish to the Issuer and to the Paying
Agent/Registrar such security or indemnity as may be required by them to save each of them
harmless from any loss or damage with respect thereto. Also, in every case of loss, theft or
destruction of a Certificate, the registered owner shall furnish to the Issuer and to the Paying
Agent/Registrar evidence to their satisfaction of the loss, theft or destruction of such Certificate,
as the case may be. In every case of damage or mutilation of a Certificate, the registered owner
shall surrender to the Paying Agent/Registrar for cancellation the Certificate so damaged or
mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in
the event any such Certificate shall have matured, and no default has occurred that is then
continuing in the payment of the principal of, redemption premium, if any, or interest on the
Certificate, the Issuer may authorize the payment of the same (without surrender thereof except in
the case of a damaged or mutilated Certificate) instead of issuing a replacement Certificate,
provided security or indemnity is furnished as above provided in this Section.
(d) Charge for Issuing Replacement Certificates. Prior to the issuance of any
replacement Cercate, the Paying Agent/Registrar shall charge the registered owner of such
Certificate with all legal, printing, and other expenses in connection therewith. Every
replacement Certificate issued pursuant to the provisions of this Section by virtue of the fact that
any Certificate is lost, stolen or destroyed shall constitute a contractual obligation of the Issuer
whether or not the lost, stolen or destroyed Certificate shall be found at any time, or be enforceable
by anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately
with any and all other Certificates duly issued under this Ordinance.
(e) Authority for Issuing Replacement Certificates. In accordance with Section
1206.022, Texas Government Code, this Section 7 of this Ordinance shall constitute authority for
the issuance of any such replacement certificate without necessity of further action by the
governing body of the Issuer or any other body or person, and the duty of the replacement of such
certificates is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying
Agent/Registrar shall authenticate and deliver such Certificates in the form and manner and with
the effect, as provided in Section 3(a) of this Ordinance for Certificates issued in conversion and
exchange for other Certificates.
17
Section 8. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE
CERTIFICATES.
(a) Covenants. The Issuer covenants to take any action necessary to assure, or refrain
from any action that would adversely affect, the treatment of the Certificates as obligations
described in section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), the
interest on which is not includable in the "gross income" of the holder for purposes of federal
income taxation. In furtherance thereof, the Issuer covenants as follows.
(1) to take any action to assure that no more than 10 percent of the proceeds of the
Certificates (less amounts deposited to a reserve fund, if any) are used for any "private
business use," as defined in section 141(b)(6) of the Code or, if more than 10 percent of
the proceeds or the projects financed or refinanced therewith are so used, such amounts,
whether or not received by the Issuer, with respect to such private business use, do not,
under the terms of this Ordinance or any underlying arrangement, directly or indirectly,
secure or provide for the payment of more than 10 percent of the debt service on the
Certificates, in contravention of section 141(b)(2) of the Code;
(2) to take any action to assure that in the event that the "private business use"
described in subsection (1) hereof exceeds 5 percent of the proceeds of the Certificates or
the projects financed therewith (less amounts deposited into a reserve fund, if any) then the
amount in excess of 5 percent is used for a "private business use" that is "related" and not
"disproportionate," within the meaning of section 141(b)(3) of the Code, to the
governmental use;
(3) to take any action to assure that no amount that is greater than the lesser of
$5,000,000, or 5 percent of the proceeds of the Certificates (less amounts deposited into a
reserve fund, if any) is directly or indirectly used to finance loans to persons, other than
state or local governmental units, in contravention of section 141(c) of the Code;
(4) to refrain from taking any action that would otherwise result in the Certificates
being treated as "private activity bonds" wn the meaning of section 141(b) of the Code;
(5) to refiain from taking any action that would result in the Certificates being
"federally guaranteed" within the meaning of section 149(b) of the Code;
(6) to refrain from using any portion of the proceeds of the Certificates, directly
or indirectly, to acquire or to replace funds that were used, directly or indirectly, to acquire
investment property (as defined in section 148(b)(2) of the Code) that produces a materially
higher yield over the term of the Certificates, other than investment property acquired with
(A) proceeds of the Certificates invested for a reasonable temporary period
of 3 years or less, or, in the case of refunding bonds, for a period of 90 days or less,
until such proceeds are needed for the purpose for which the Certificates or
refunding bonds are issued,
(B) amounts invested in a bona fide debt service fund, within the meaning
of section 1.148-1(b) of the rules and regulations of the United States Department
of the Treasury (the "Treasury Regulations"), and
(C) amounts deposited in any reasonably required reserve or replacement
fund to the extent such amounts do not exceed 10 percent of the proceeds of the
Certificates;
(7) to otherwise restrict the use of the proceeds of the Certificates or amounts
treated as proceeds of the Certificates, as may be necessary, so that the Certificates do not
otherwise contravene the requirements of section 148 of the Code (relating to arbitrage),
(8) to refrain from using the proceeds of the Certificates to pay debt service on
another issue more than 90 days after the date of issue of the Certificates in contravention
of the requirements of section 149(d) of the Code (relating to advance refundings);
(9) to pay to the United States of America at least once during each five-year
period (beginning on the date of delivery of the Certificates) an amount that is at least equal
to 90 percent of the "Excess Earnings," within the meaning of section 148(f) of the Code
and to pay to the United States of America, not later than 60 days after the Certificates have
been paid in full, 100 percent of the amount then required to be paid as a result of Excess
Earnings under section 148(f) of the Code; and
(10) to assure that the proceeds of the Certificates will be used solely for new
money projects.
(b) Rebate Fund. In order to facilitate compliance with the above covenant (a)(8), a
"Rebate Fund" is hereby established by the Issuer for the sole benefit of the United States of
America, and such Fund shall not be subject to the claim of any other person, including without
limitation the holders of the Certificates. The Rebate Fund is established for the additional
purpose of compliance with section 148 of the Code.
(c) Use of Proceeds. For purposes of the foregoing covenants (a)(1) and (a)(2), the Issuer
understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury
Regulations and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the
refunded bonds expended prior to the date of issuance of the Certificates. It is the understanding
of the Issuer that the covenants contained herein are intended to assure compliance with the Code
and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant
thereto. In the event that regulations or rulings are hereafter promulgated that modify or expand
provisions of the Code, as applicable to the Certificates, the Issuer will not be required to comply
with any covenant contained herein to the extent that such failure to comply, in the opinion of
nationally recognized bond counsel, will not adversely affect the exemption from federal income
taxation of interest on the Certificates under section 103 of the Code. In the event that regulations
or rulings are hereafter promulgated that impose additional requirements applicable to the
Certificates, the Issuer agrees to comply with the additional requirements to the extent necessary,
in the opinion of nationally recognized bond counsel, to preserve the exemption from federal
income taxation of interest on the Certificates under section 103 of the Code. In furtherance of
such intention, the Issuer hereby authorizes and directs the City Manager and Finance Director of
the City to execute any documents, certificates or reports required by the Code and to make such
elections, on behalf of the Issuer, that may be permitted by the Code as are consistent with the
purpose for the issuance of the Certificates.
(d) Allocation of, and Limitation on, Expenditures for the Project. The Issuer covenants
to account for the expenditure of sale proceeds and investment earnings to be used for the
construction and acquisition of the Project on its books and records by allocating proceeds to
expenditures within 18 months of the later of the date that (1) the expenditure is made, or (2) the
Project is completed. The foregoing notwithstanding, the Issuer shall not expend proceeds of the
sale of the Certificates or investment earnings thereon more than 60 days after the earlier of (1) the
fifth anniversary of the delivery of the Certificates, or (2) the date the Certificates are retired, unless
the Issuer obtains an opinion of nationally -recognized bond counsel that such expenditure will not
adversely affect the status, for federal income tax purposes, of the Certificates or the interest
thereon. For purposes hereof, the Issuer shall not be obligated to comply with this covenant if it
obtains an opinion that such failure to comply will not adversely affect the excludability for federal
income tax purposes from gross income of the interest.
(e) Disposition of Project. The Issuer covenants that the Project will not be sold or
otherwise disposed in a transaction resulting in the receipt by the Issuer of cash or other
compensation, unless any action taken in connection with such disposition will not adversely affect
the tax-exempt status of the Certificates. For purpose of the foregoing, the Issuer may rely on an
opinion of nationallyaecognized bond counsel that the action taken in connection with such sale
or other disposition will not adversely affect the tax-exempt status of the Certificates. For
purposes of the foregoing, the portion of the property comprising personal property and disposed
in the ordinary course shall not be treated as a transaction resulting in the receipt of cash or other
compensation. For purposes hereof, the Issuer shall not be obligated to comply with this covenant
if it obtains a legal opinion that such failure to comply will not adversely affect the excludability
for federal income tax proposes from gross income of the interest.
Section 9. SALE OF CERTIFICATES AND APPROVAL OF OFFICIAL STATEMENT;
FURTHER PROCEDURES.
(a) The Certificates are hereby sold and shall be delivered to Robert W. Baird & Co.
Incorporated (the "Initial Purchaser") for cash at a purchase price of $65,463,758.21 (representing
the par value of the Certificates, plus a cash premium of $618,758.21), pursuant to the terms and
provisions of an Official Notice of Sale and Bidding Instructions, Official Bid Form, and
Preliminary Official Statement in substantially the form presented at this meeting, which the
Mayor is hereby authorized to execute and deliver. The Initial Certificate shall be delivered to
the Initial Purchaser, and the Initial Purchaser shall have the right to exchange the Initial Certificate
as provided in Section 3 hereof without cost. The Initial Certificate shall be registered in the name
A the Initial Purchaser or the Initial Purchaser's nominee. It is officially found, determined, and
declared that the terms of this sale are the most advantageous reasonably obtainable.
(b) It is hereby officially found, determined and declared that the Certificates have been
sold in a public sale to the Initial Purchaser, after receiving sealed bids pursuant to an Official
Notice of Sale Bidding Instructions and Official Bid Form. Before being awarded the winning
bid, the Initial Purchaser certified to the Issuer in the Official Bid Form that either it filed the
disclosure form required under Section 2252.908, Texas Government Code, or that it is exempt
20
from the disclosure form filing requirements of the Texas Ethics Commission pursuant to Section
2252.908(c)(4), Texas Government Code. The sale of the Certificates to the Initial Purchaser was
on terms that are most advantageous to the Issuer reasonably obtained and, upon the advice of the
Issuer's financial advisor, is in the best interests of the Issuer.
(c) The City Council hereby approves the form and content of the Official Statement
relating to the Certificates and any addenda, supplement or amendment thereto (the "Official
Statement"), and approves the distribution of such Official Statement in the reoffering of the
Certificates by the Initial Purchaser in final form, with such changes therein or additions thereto
as the officer executing the same may deem advisable, such determination to be conclusively
evidenced by his execution thereof. The distribution and use of the Preliminary Official
Statement prior to the date hereof is hereby ratified and confirmed. The City Council also hereby
approves the form and content of both the Official Notice of Sale and Bidding Instructions and the
Official Bid Form, and hereby ratifies and confirms the use of the Official Notice of Sale and
Bidding Instructions and Official Bid Form for the solicitation of bids on the Certificates prior to
the date hereof.
(d) The Mayor and Mayor Pro Tem, Deputy Mayor Pro-Tem, City Manager, Finance
Director, and City Secretary and all other officers, employees and agents of the Issuer, and each
A them, shall be and they are hereby expressly authorized, empowered and directed from time to
time and at any time to do and perform all such documents, certificates and instruments, whether
or not herein mentioned, as may be necessary or desirable in order to carry out the terms and
provisions of this Ordinance, the Certificates, the sale of the Certificates and the Official
Statement. In case any officer whose signature shall appear on any Certificate shall cease to be
such officer before the delivery of such Certificate, such signature shall nevertheless be valid and
sufficient for all purposes the same as if such officer had remained in office until such delivery.
Section 10. CUSTODY, APPROVAL, AND REGISTRATION OF CERTIFICATES;
BOND COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE
PROVISION, IF OBTAINED, ENGAGEMENT OF BOND COUNSEL.
(a) The Mayor of the Issuer is hereby authorized to have control of the Certificates
initially issued and delivered hereunder and all necessary records and proceedings pertaining to
the Certificates pending their delivery and their investigation, examination, and approval by the
Attorney General of the State of Texas, and their registration by the Comptroller of Public
Accounts of the State of Texas. Upon registration of the Certificates said Comptroller of Public
Accounts (or a deputy designated in writing to act for said Comptroller) shall manually sign the
Comptroller's Registration Certificate attached to such Certificates, and the seal of said
Comptroller shall be impressed, or placed in facsimile, on such Certificate. The approving legal
opinion of the Issuer's Bond Counsel and the assigned CUSIP numbers may, at the option of the
Issuer, be printed on the Certificates issued and delivered under this Ordinance, but neither shall
have any legal effect, and shall be solely for the convenience and information of the registered
owners of the Certificates. In addition, if bond insurance is obtained, the Certificates may bear
an appropriate legend as provided by the insurer.
(b) The obligation of the Initial Purchaser to accept delivery of the Certificates is subject
to the Initial Purchaser being furnished with the final, approving opinion of McCall, Parkhurst &
Horton L.L.P., bond counsel to the Issuer, which opinion shall be dated as of and delivered on the
21
date of initial delivery of the Certificates to the Initial Purchaser. The engagement of such firm
as bond counsel to the Issuer in connection with issuance, sale and delivery of the Certificates is
hereby approved and confirmed. The execution and delivery of an engagement letter between the
Issuer and such firm, with respect to such services as bond counsel, is hereby authorized in such
form as may be approved by the Mayor, and the Mayor is hereby authorized to execute such
engagement letter.
Section 11. INTEREST EARNINGS ON CERTIFICATE PROCEEDS. Interest
earnings derived from the investment of proceeds from the sale of the Certificates shall be used
along with other certificate proceeds for the Project; provided that after completion of such
purpose, if any of such interest earnings remain on hand, such interest earnings shall be deposited
in the Interest and Sinking Fund. It is further provided, however, that any interest earnings on
certificate proceeds that are required to be rebated to the United States of America pursuant to
Section 9 hereof in order to prevent the Certificates from being arbitrage bonds shall be so rebated
and not considered as interest earnings for the purposes of this Section.
Section 12. CONSTRUCTION FUND; SECURITY FOR DEPOSITS.
(a) The Issuer hereby creates and establishes and shall maintain on the books of the Issuer
a separate fund to be entitled the "Series 2022 Certificate of Obligation Construction Fund" (the
"Construction Fund") for use by the Issuer for payment of all lawful costs associated with the
acquisition and construction of the Project as hereinbefore provided. Upon payment of all such
costs, any moneys remaining on deposit in said Fund shall be transferred to the Interest and Sinking
Fund. Amounts so deposited to the Interest and Sinking Fund shall be used in the manner
described in Section 5 of this Ordinance.
(b) The Issuer may place proceeds of the Certificates (including investment earnings
thereon) and amounts deposited into the Interest and Sinking Fund in investments authorized by
the Public Funds Investment Act, Chapter 2256, Texas Government Code, as amended; provided,
however, that the Issuer hereby covenants that the proceeds of the sale of the Certificates will be
used as soon as practicable for the purposes for which the Certificates are issued.
(c) All deposits authorized or required by this Ordinance shall be secured to the fullest
extent required by law for the security of public funds.
Section 13. COMPLIANCE WITH RULE 15c2-12.
(a) Annual Reports. The Issuer shall provide annually to the MSRB, in the electronic
format prescribed by the MSRB, within twelve months after the end of each fiscal year, financial
information and operating data with respect to the Issuer of the general type included in the Official
Statement under Tables 1 through 5 and 7 through 14 and in APPENDIX B, which is the Issuer's
audited financial statement. The Issuer will update and provide the information in the numbered
tables within six months after the end of each fiscal year ending in and after 2022. The Issuer will
additionally provide audited financial statements within 12 months after the end of each fiscal year
ending in or after 2022. Any financial information so to be provided shall be (1) prepared in
accordance with the accounting principles described in the financial statements of the Issuer
appended to the Official Statement, or such other accounting principles as the Issuer may be
required to employ from time to time pursuant to state law or regulation, and (2) audited, if the
22
Issuer commissions an audit of such statements and the audit is completed within the period during
which they must be provided. If the audit of such financial statements is not completed within
such period, then the Issuer shall provide unaudited financial information of the type described in
the numbered tables above within such period, and audited financial statements for the applicable
fiscal year to the MSRB, when and if the audit report on such statements become available.
If the Issuer changes its fiscal year, it will notify the MSRB of the change (and of the date
A the new fiscal year end) prior to the next date by which the Issuer otherwise would be required
to provide financial information and operating data pursuant to this Section. The financial
information and operating data to be provided pursuant to this Section may be set forth in full in
one or more documents or may be included by specific reference to any documents available to
the public on the MSRB's internet website or filed with the SEC. All documents provided to the
MSRB shall be accompanied by identifying information as prescribed by the MSRB.
(b) Event Notices. The Issuer shall notify the MSRB in an electronic format as
prescribed by the MSRB, in a timely manner (but not in excess of ten business days after the
occurrence of the event) of any of the following events with respect to the Certificates:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults, if material;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled draws on credit enhancements reflecting financial difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions or the issuance by the Internal Revenue Service of proposed
or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701—
TEB) or other material notices or determinations with respect to the tax-exempt
status of the Certificates, or other material events affecting the tax-exempt status of
the Certificates;
7. Modifications to rights of certificateholders, if material;
8. Certificate calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Certificates, if
material;
11. Rating changes;
12. Bankruptcy, insolvency, receivership or similar event of an obligated person (which
is considered to occur when any of the following occur: the appointment of a
receiver, fiscal agent, or similar officer for the Issuer in a proceeding under the
United States Bankruptcy Code or in any other proceeding under state or federal
law in which a court or governmental authority has assumed jurisdiction over
substantially all of the assets or business of the Issuer, or if such jurisdiction has
been assumed by leaving the existing governing body and officials or officers in
possession but subject to the supervision and orders of a court or governmental
authority, or the entry of an order confirming a plan of reorganization, arrangement,
or liquidation by a court or governmental authority having supervision or
jurisdiction over substantially all of the assets or business of the Issuer);
13. The consummation of a merger, consolidation, or acquisition involving an
obligated person or the sale of all or substantially all of the assets of the obligated
person, other than in the ordinary course of business, the entry into a definitive
23
agreement to undertake such an action or the termination of a definitive agreement
relating to any such actions, other than pursuant to its terms, if material;
14. Appointment of a successor or additional trustee or the change of name of a trustee,
if material;
15 Incurrence of a Financial Obligation of the Issuer, if material, or agreement to
covenants, events of default, remedies, priority rights, or other similar terms of a
Financial Obligation of the Issuer, any of which affect security holders, if material;
and
16 Default, event of acceleration, termination event, modification of terms, or other
similar events under the terms of a Financial Obligation of the Issuer, any of which
reflect financial difficulties.
The Issuer shall notify the MSRB, in a timely manner, of any failure by the Issuer to
provide financial information or operating data in accordance with subsection (b) of this Section
by the time required by such subsection.
(c) Limitations, Disclaimers, and Amendments.
(i) The Issuer shall be obligated to observe and perform the covenants specified
in this Section for so long as, but only for so long as, the Issuer remains an "obligated
person" with respect to the Certificates within the meaning of the Rule, except that the
Issuer in any event will give the notice required by Subsection (d) hereof of any Certificate
calls and defeasance that cause the Issuer to no longer be such an "obligated person".
(ii) The provisions of this Section are for the sole benefit of the registered owners
and beneficial owners of the Certificates, and nothing in this Section, express or implied,
shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any
other person. The Issuer undertakes to provide only the financial information, operating
data, financial statements, and notices which it has expressly agreed to provide pursuant to
this Section and does not hereby undertake to provide any other information that may be
relevant or material to a complete presentation of the Issuer's financial results, condition,
or prospects or hereby undertake to update any information provided in accordance with
this Section or otherwise, except as expressly provided herein. The Issuer does not make
any representation or warranty concerning such information or its usefulness to a decision
to invest in or sell Certificates at any future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO
THE REGISTERED OWNER OR BENEFICIAL OWNER OF ANY CERTIFICATE OR
ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN
WHOLE OR IN PART FROM ANY BREACH BY THE ISSUER, WHETHER
NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT
SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH
PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH
BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE.
(iv) No default by the Issuer in observing or performing its obligations under this
Section shall comprise a breach of or default under the Ordinance for purposes of any other
MA
provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim,
waive, or otherwise limit the duties of the Issuer under federal and state securities laws.
(v) The provisions of this Section maybe amended by the Issuer from time to time
to adapt to changed circumstances that arise from a change in legal requirements, a change
in law, or a change in the identity, nature, status, or type of operations of the Issuer, but
only if (1) the provisions of this Section, as so amended, would have permitted an
underwriter to purchase or sell Certificates in the primary offering of the Certificates in
compliance with the Rule, taking into account any amendments or interpretations of the
Rule since such offering as well as such changed circumstances and (2) either (a) the
registered owners of a majority in aggregate principal amount (or any greater amount
required by any other provision of this Ordinance that authorizes such an amendment) of
the outstanding Certificates consent to such amendment or (b) a person that is unaffiliated
with the Issuer (such as nationally recognized bond counsel) determined that such
amendment will not materially impair the interest of the registered owners and beneficial
owners of the Certificates. If the Issuer so amends the provisions of this Section, it shall
include with any amended financial information or operating data next provided in
accordance with subsection (a) of this Section an explanation, in narrative form, of the
reason for the amendment and of the impact of any change in the type of financial
information or operating data so provided. The Issuer may also amend or repeal the
provisions of this continuing disclosure agreement if the SEC amends or repeals the
applicable provision of the Rule or a court of final jurisdiction enters judgment that such
provisions of the Rule are invalid, but only if and to the extent that the provisions of this
sentence would not prevent an underwriter from lawfully purchasing or selling Certificates
in the primary offering of the Certificates.
(e) Definitions. As used in this Section, the following terms have the meanings ascribed
to such terms below:
(i) "MSRB" means the Municipal Securities Rulemaking Board or any successor to its
functions under the Rule.
"Rule" means SEC Rule 15c2 12, as amended from time to time.
"SEC" means the United States Securities and Exchange (ommission.
(iv) "Financial Obligation" means a (a) debt obligation; (b) derivative instrument
entered into in connection with, or pledged as security or a source of payment for, an
existing or planned debt obligation; or (c) guarantee of a debt obligation or any such
derivative instrument; provided that "financial obligation" shall not include municipal
securities (as defined in the Securities Exchange Act of 1934, as amended) as to which a
final official statement (as defined in the Rule) has been provided to the MSRB consistent
with the Rule.
Section 14. METHOD OF AMENDMENT. The Issuer hereby reserves the right to
amend this Ordinance subject to the following terms and conditions, to -wit:
25
(a) The Issuer may from time to time, without the consent of any holder, except as
otherwise required by paragraph (b) below, amend or supplement this Ordinance in order to
(i) cure any ambiguity, defect or omission in this Ordinance that does not materially adversely
affect the interests of the holders, (ii) grant additional rights or security for the benefit of the
holders, (iii) add events of default as shall not be inconsistent with the provisions of this Ordinance
and that shall not materially adversely affect the interests of the holders, (iv) qualify this Ordinance
under the Trust Indenture Act of 1939, as amended, or corresponding provisions of federal laws
from time to time in effect, or (v) make such other provisions in regard to matters or questions
arising under this Ordinance as shall not be inconsistent with the provisions of this Ordinance and
that shall not in the opinion of the Issuer's Bond Counsel materially adversely affect the interests
of the holders.
(b) Except as provided in paragraph (a) above, the holders of Certificates aggregating in
principal amount 51 % of the aggregate principal amount of then outstanding Certificates that are
the subject of a proposed amendment shall have the right from time to time to approve any
amendment hereto that may be deemed necessary or desirable by the Issuer; provided, however,
that without the consent of 100% of the holders in aggregate principal amount of the then
outstanding Certificates, nothing herein contained shall permit or be construed to permit
amendment of the terms and conditions of this Ordinance or in any of the Certificates so as to:
(1) Make any change in the maturity of any of the outstanding Certificates;
(2) Reduce the rate of interest borne by any of the outstanding Certificates;
(3) Reduce the amount of the principal of, or redemption premium, if any, payable
on any outstanding Certificates;
(4) Modify the terms of payment of principal or of interest or redemption premium
on outstanding Cercates or any of them or impose any condition with respect to such
payment; or
(5) Change the minimum percentage of the principal amount of any series of
Certificates necessary for consent to such amendment.
(c) If at any time the Issuer shall desire to amend this Ordinance under this Section, the
Issuer shall send by U.S. mail to each registered owner of the affected Certificates a copy of the
proposed amendment and cause notice of the proposed amendment to be published at least once
in a financial publication published in the City of New York, New York or in the State of Texas.
Such published notice shall briefly set forth the nature of the proposed amendment and shall state
that a copy thereof is on file at the office of the Issuer for inspection by all holders of such
Certificates.
(d) Whenever at any time within one year from the date of publication of such notice the
Issuer shall receive an instrument or instruments executed by the holders of at least 51% in
aggregate principal amount of all of the Certificates then outstanding that are required for the
amendment, which instrument or instruments shall refer to the proposed amendment and that shall
specifically consent to and approve such amendment, the Issuer may adopt the amendment in
substantially the same form.
26
(e) Upon the adoption of any amendatory Ordinance pursuant to the provisions of this
Section, this Ordinance shall be deemed to be modified and amended in accordance with such
amendatory Ordinance, and the respective rights, duties, and obligations of the Issuer and all
holders of such affected Certificates shall thereafter be determined, exercised, and enforced,
subject in all respects to such amendment.
(f) Any consent given by the holder of a Certificate pursuant to the provisions of this
Section shall be irrevocable for a period of six months from the date of the publication of the notice
provided for in this Section, and shall be conclusive and binding upon all future holders of the
same Certificate during such period. Such consent may be revoked at any time after six months
from the date of the publication of said notice by the holder who gave such consent, or by a
successor in title, by filing notice with the Issuer, but such revocation shall not be effective if the
holders of 51 % in aggregate principal amount of the affected Certificates then outstanding, have,
prior to the attempted revocation, consented to and approved the amendment.
(g) For the purposes of establishing ownership of the Certificates, the Issuer shall rely
solely upon the registration of the ownership of such Certificates on the registration books kept by
the Paying Agent/Registrar.
Section 15. DEFAULT AND REMEDIES
(a) Events of Default. Each of the following occurrences or events for the purpose of
this Ordinance is hereby declared to be an Event of Default:
(i) the failure to make payment of the principal of or interest on any of the
Certificates when the same becomes due and payable; or
(ii) default in the performance or observance of any other covenant, agreement or
obligation of the Issuer, the failure to perform which materially, adversely affects the rights
of the registered owners of the Certificates, including, but not limited to, their prospect or
ability to be repaid in accordance with this Ordinance, and the continuation thereof for a
period of 60 days after notice of such default is given by any Registered Owner to the
Issuer.
(b) Remedies for Default.
(i) Upon the happening of any Event of Default, then and in every case, any
Registered Owner or an authorized representative thereof, including, but not limited to, a
trustee or trustees therefor, may proceed against the Issuer for the purpose of protecting
and enforcing the rights of the Registered Owners under this Ordinance, by mandamus or
other suit, action or special proceeding in equity or at law, in any court of competent
jurisdiction, for any relief permitted by law, including the specific performance of any
covenant or agreement contained herein, or thereby to enjoin any act or thing that may be
unlawful or in violation of any right of the Registered Owners hereunder or any
combination of such remedies.
(ii) It is provided that all such proceedings shall be instituted and maintained for
the equal benefit of all Registered Owners of Certificates then outstanding.
PA
(c)
Remedies Not Exclusive.
(i) No remedy herein conferred or reserved is intended to be exclusive of any other
available remedy or remedies, but each and every such remedy shall be cumulative and
shall be in addition to every other remedy given hereunder or under the Certificates or now
or hereafter existing at law or in equity; provided, however, that notwithstanding any other
provision of this Ordinance, the right to accelerate the debt evidenced by the Certificates
shall not be available as a remedy under this Ordinance.
(ii) The exercise of any remedy herein conferred or reserved shall not be deemed
a waiver of any other available remedy.
(iii) By accepting the delivery of a Certificate authorized under this Ordinance, such
Registered Owner agrees that the certifications required to effectuate any covenants or
representations contained in this Ordinance do not and shall never constitute or give rise to a
personal or pecuniary liability or charge against the officers, employees or agents of the City or
the City Council.
Section 16. APPROPRIATION. To pay the debt service coming due on the Certificates,
if any, prior to receipt of the taxes levied to pay such debt service, there is hereby appropriated
from current funds on hand, which are hereby certified to be on hand and available for such
purpose, an amount sufficient to pay such debt service, and such amount shall be used for no other
purpose.
Section 17. EFFECTIVE DATE. In accordance with the provisions of Texas
Government Code, Section 1201.028, this Ordinance shall be effective immediately upon its
adoption by the City Council,
Section 18. SEVERABILITY. If any section, article, paragraph, sentence, clause,
phI ase or word in this Ordinance, or application thereof to any persons or circumstances is held
invalid or unconstitutional by a court of competent jurisdiction, such holding shall not affect the
validity of the remaining portion of this Ordinance, despite such invalidity, which remaining
portions shall remain in full force and effect.
Section 19. REIMBURSEMENT. This Ordinance is intended to satisfy the official intent
requirements set forth in Section 1.150-2 of the Treasury Regulations.
SIGNED AND SEALED ON SEPTEMBER 13, 2022
C�a.A.1
Carrie L. Land, City Secretary
(City Seal)
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Lee Diller, I�Iayor Pro-Tem
Signature page to
ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF CITY OF ANNA, TEXAS
COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES 2022; LEVYING
AN ANNUAL AD VALOREM TAX AND PROVIDING FOR THE SECURITY FOR AND PAYMENT
OF SAID CERTIFICATES OF OBLIGATION; APPROVING AN OFFICIAL STATEMENT; AND
ENACTING OTHER PROVISIONS RELATING TO THE SUBJECT.
CERTIFICATE OF INTERNE I POSTING
THE STATE OF TEXAS §
COUNTY OF COLLIN §
CITY OF ANNA §
I am the City Secretary of the City of Anna, Texas, and I hereby certify that a true and correct
copy of the attached NOTICE OF INTENTION TO ISSUE COMBINATION TAX AND REVENUE
CERTIFICATES OF OBLIGATION OF THE CITY OF ANNA, TEXAS, was duly posted prominently
on the City's Internet website, at https://www.annatexas.gov/403/Financial-Services, continuously for at
least forty-five (45) days before the date tentatively set for the passage of the ordinance authorizing the
issuance of the certificates of obligation, (2) that said notice was posted on the City's Internet website on
July 14, 2022, and (3) was continuously posted on said Internet website from July 14, 2022 through the
passage of the ordinance.
Date of Posting: July 14, 2022
Carrie Land, City Secretary
City of Anna, Texas
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OFFICIAL BID FORM
Honorable Mayor and City Council
City of Anna, Texas
Honorable Mayor and Members of the City Council:
September 13, 2022
Reference is made to yottr Preliminary Official Statement and Official Notice of Sale and Bidding Instr•itctions, dated September 2, 2022 of
$64,845;000 CITY OF ANNA, TEXAS, COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES 2022 (the
"Certificates"), both of which constitute a part hereof.
For your legally
issued
Certificates,
as described in said Official Notice of Sale
and Preliminary Official Statement, we will pay you par, plus
a cash premium
of
$618,758.21
for
Certificates maturing and bearing interest as follows:
Principal
Interest
Principal
Interest
Principal
Interest
Maturity
Amount
Rate
Maturity
Amount
Rate
Maturity
Amount
Rate
2/15/2024
$ 111101000
5,000%
2/15/2032
$ 11610,000
5.000%
2/15/2040
$ 3,4551000
4,125%
2/15/2025
11165,000
4,000%
2/15/2033
1,715,000
5,000%
2/15/2041
3,8251000
4,125%
2/15/2026
1,215,000
5,000%
2/15/2034
2,1351000
5,000%
2/15/2042
3,9902000
4,250%
2/15/2027
11270,000
4,000%
2/15/2035
21690,000
5,000%
2/15/2043
41160,000
4,250%
2/15/2028
1,3201000
4,000%
2/15/2036
2,830,000
5,000%
2/15/2044
4,340,000
4.250%
2/15/2029
11385,000
5,000%
2/15/2037
***
***
2/15/2045
***
***
2/15/2030
11455,000
5,000%
2/15/2038
***
***
2/15/2046
***
***
2/15/2031
1,530,000
5,000%
2/15/2039
3,3151000
4,000%
2/15/2047
***
***
Of the principal maturities set forth in the table above, term Certificates have been created as indicated in the following table (which may include
nmltiple term Certificates, one term on or no term on if none is indicated). For those years which have been combined into a "Term
Certificate", the principal amount shown in the table above shall be the mandatory sinking fund redemption amounts in such years except that
the amount shown in the year of the term certificate maturity date shall mature in such year. The Term Certificates created are as follows:
Maturity Date
February 15
2/15/2038
2/15/2047
Year of
First Mandatory
Redemption
2/15/2037
2/15/2045
PREMIUM (DISCOUNT)
TRUE INTEREST COST
Principal
Amount
$ 65145,000
$ 1451855000
Interest
Rate
400000%
4.2500%
,8.21
$61875
4.245144%
The Initial Certificates shall be registered in the name of which will, upon payment for the
Certificates, be cancelled by the Paying Agent/Registrar. The Certificates will then be registered in the name of Cede & Co. (DTC's
partnership nominee), under the Book -Entry -Only System.
A bank cashier's check or certified check of the Bank, in the amount of $1,246,200.00, which
represents our Good Faith Deposit (is attached hereto) or (has been made available to you prior to the opening of this bid), and is submitted
in accordance with the terms as set forth in the Official Statement and Official Notice of Sale and Bidding Instructions.
We agree to accept delivery of the Certificates utilizing the Book -Entry -Only System through DTC and make payment for the Initial Certificate
in irnrnediately available funds in the Corporate Trust Division, Regions Bank, Houston, Texas, not later than In An AM, CDT, on October 11,
2022, or thereafter on the date the Certificates are tendered for delivery, pursuant to the terms set forth in the Notice of Sale and Bidding
Instructions. It will be the obligation of the purchaser of the Certificates to complete the DTC Eligibility Questionnaire.
The Purchaser hereby represents and verifies that the Purchaser LLSJ or (is not) a publicly traded business entity, or a wholly owned subsidiary of
a publicly traded business entity. If the Purchaser is not a publicly traded business entity, or a wholly owned subsidiary of a publicly traded
business entity, the City may not accept this bid until it has received from the Purchaser a completed and signed TEC Form 1295 and Certification
of Filing pursuant to Texas Government Code § 2252.908 and the rules promulgated thereunder by the Texas Ethics Commission. The
undersigned understands that failure to provide said form and Certification of Filing will result in a non -conforming bid and will prohibit the City
from considering this bid for acceptance.
To the extent this bid for the Certificates represents a contract for goods or services within the meaning of Section 2271.002 of the Texas
Government Code, as amended, the Purchaser verifies, for purposes of Chapter 2271 of the Texas Government Code, that at the time of execution
and delivery of this bid or, except to the extent otherwise required by applicable federal law, to the date of delivery of the Certificates, neither the
Purchaser, nor any wholly owned subsidiary, majority -owned subsidiary, parent company or affiliate of the Purchaser, boycotts or will boycott
Israel. The terms "boycotts Israel" and "boycott Israel" as used in this paragraph have the meanings assigned to the term "boycott Israel" in
Section 808.001 of the Texas Government Code, as amended.
By submission of this bid, and as a condition of the award and delivery of the Certificates, the Purchaser represents that, pursuant to Section
2252.152 of the Texas Government Code, and except to the extent otherwise required or permitted by or under federal law, neither the Purchaser,
or any wholly owned subsidiary, majority -owned subsidiary, parent company or affiliate of the Purchaser (i) engages in business with Iran,
Sudan, or foreign terrorist organization as defined in Section 2252.151(2), Texas Government Code or (ii) is a company listed by the Texas
Comptroller of Public Accounts under Sections 2270.0201 or 2252.153 of the Texas Government Code. At the request of the City, the Purchaser
agrees to execute further written certification as may be necessary or convenient for the City to establish compliance with these laws.
Pursuant to Chapter 2274.002 (as added by Senate Bill 13 in the 87th Texas Legislature, Regular Session), Texas Government Code, as amended,
the Purchaser hereby verifies, for the purposes of such chapter, except to the extent otherwise required by applicable federal law, that at the time
of execution and delivery of its bid and to the date of delivery of the Certificates, neither the Purchaser, nor any wholly owned subsidiary,
majority -owned subsidiary, parent company or affiliate of the Purchaser boycotts energy companies or will boycott energy companies. The terms
"boycotts energy companies" and "boycott energy companies" as used in this paragraph have the meaning assigned to the term "boycott energy
company" in Section 809.001 of the Texas Government Code, as amended.
Pursuant to Chapter 2274.002 (as added by Senate Bill 19 in the 87th Texas Legislature, Regular Session), Texas Government Code, as amended,
the Purchaser verifies, for the purposes of such chapter, except to the extent otherwise required by applicable federal law, that at the time of
execution and delivery of its bid and to the date of delivery of the Certificates, neither the Purchaser, nor any wholly owned subsidiary, majority -
owned subsidiary, parent company or affiliate of the Purchaser discriminates against a firearm entity or firearm trade association. The term
"discriminates against a firearm entity or firearm trade association" as used in this paragraph has the meaning assigned to the term "discriminate
against a firearm entity or firearm trade association" in Section 2274.001 of the Texas Government Code, as amended.
The Purchaser understands ""affiliate" as used in the prior four paragraphs to mean any entity that controls, is controlled by, or is under common
control with, the Purchaser and exists to make a profit.
In addition to the foregoing, the Purchaser hereby represents, by submission of a bid, that neither it, nor its parent company, subsidiaries, or
affiliates, has received a letter from the Texas Comptroller related to its inclusion on any list of financial companies boycotting energy companies.
By submitted this bid, the undersigned agrees to cooperate with the City and take any action necessary to further verify and confirm
compliance with State law.
The undersigned agrees to complete, execute, and deliver to the City, at least six business days prior to delivery of the Certificates, a certificate
relating to the "issue price" of the Certificates in the form and to the effect accompanying the Notice of Sale and Bidding Instructions, with such
clianges thereto as may be acceptable to the City. The undersigned also agrees to provide the City and its consultants, at least ten business days
prior to the delivery of the Certificates, a breakdown of its "underwriting spread" among the following categories: Takedown, Management Fee
if any), Legal Counsel Fee (if any) and Spread Expenses (if any).
We agree to provide in writing the initial reoffering prices and other terms, if any, to the Financial Advisor by the close of the next
business day afte4 the awa0d.
Respectfully submitted,
Name of Underwriter or Manager
Authorized Representative
Phone Number
Signature
Syndicate Members:
ACCEPTANCE CLAUSE
The above and foregoing bid is hereby in all things accepted by the City of Anna, Texas, subject to and in accordance with the Official Notice of
Sale and Bidding Instructions, this the 131h day of September, 2022.
ATTEST:
City of Anna, Texas
City of Anna, Texas
SIGNATURE IDENTIFICATION, NO -LITIGATION AND GENERAL CERTIFICATE
THE STATE OF TEXAS §
COUNTY OF COLLIN §
CITY OF ANNA §
We, the undersigned officers of the City of Anna, Texas (the "Issuer"), hereby certify that
we are executing and delivering this certificate with reference to City of Anna, Texas
Combination Tax and Revenue Certificates of Obligation, Series 2022, dated September 1, 2022,
in the aggregate principal amount of $64,845,000 (the "Certificates"). The certifications herein
are made this, the day of October, 2022.
Certifications as to Execution of Certificates and Issuer Seal
1. We officially executed and signed the Certificates with our manual signatures or by
causing facsimiles of our manual signatures to be imprinted or lithographed on each of the
Certificates, and, if appropriate, we hereby adopt said facsimile signatures as our own,
respectively, and declare that said facsimile signatures constitute our signatures the same as if we
had manually signed each of the Certificates.
2. The Certificates are substantially in the form, and have been duly executed and signed in
the manner, prescribed in the ordinance authorizing the issuance of the Certificates (the
"Ordinance").
3. At the time we so executed and signed the Certificates we were, and at the time of
executing this Certificate we are, the duly chosen, qualified and acting officers indicated therein,
and authorized to execute the same.
4. We have caused the official seal of the Issuer to be impressed, or printed, or lithographed
on the Certificates; and said seal on the Certificates has been duly adopted as, and is hereby
declared to be, the official seal of the Issuer.
Certifications as to Liti a
5. No litigation of any nature has been filed or is now pending to restrain or enjoin the
issuance or delivery of the Certificates, or which would affect the provision made for their
payment or security, or in any manner questioning the proceedings or authority concerning the
issuance of the Certificates, and that so far as we know and believe no such litigation is
threatened.
6. Neither the corporate existence nor boundaries of the Issuer is being contested, no
litigation has been filed or is now pending which would affect the authority of the officers of the
Issuer to issue, execute, sign, and deliver the Certificates, and no authority or proceedings for the
issuance of the Certificates have been repealed, revoked or rescinded.
7. No litigation of any nature has ever been filed pertaining to, affecting or contesting: (a)
the Ordinance; (b) the issuance, delivery, payment, security or validity of the Certificates; (c) the
authority of the governing body and the officers of the Issuer to issue, execute and deliver the
Certificates; (d) the validity of the corporate existence of the Issues; (e) the current tax rolls of
the Issuer; and that no litigation is pending pertaining to, affecting, questioning or contesting the
current boundaries of the Issuer.
Certifications as to Organization, Existence and Qualifications of the Issuer
8. The Issuer is a duly incorporated Home Rule City, having more than 5,000 inhabitants,
operating and existing under the Constitution and laws of the State of Texas and the duly adopted
Home Rule Charter of the Issuer, which Charter has not been amended since the issuance of the
most recent obligations approved by the Attorney General of Texas.
Certification as to the Issuer's Tax -Supported Debt
9. The debt service requirements of the Issuer's outstanding debt secured by a pledge of ad
valorem taxes, including the Certificates, are set forth in Table of the Official Statement
dated , 2022, which table is incorporated herein.
Certification as to the Issuer's Current Tax Roll
10. The currently effective ad valorem Tax Rolls of the Issuer are those for the year 2017,
being the most recently approved Tax Rolls of the Issuer; that the taxable property in the Issuer
has been assessed as required by law; that the Board of Equalization of the Issuer has_ equalized
and approved the valuation of taxable property in the Issuer for said year; that the Tax Assessor
of the Issuer has duly verified the aforesaid Tax Rolls, and said Board of Equalization has finally
approved the same; and that the assessed value of taxable property in the Issuer upon which the
annual ad valorem tax of the Issuer has been levied (after deducting the amount of all
exemptions, if any, taken or required to be given under the Constitution and laws of the State of
Texas), according to the aforesaid Tax Rolls for said year, as delivered to the City Secretary of
the Issuer, and finally approved and recorded by the City Council of the Issuer, is
Certification as to No Default
11. The Issuer is not in default with respect to the Certificates or the ordinance authorizing
the issuance of the Certificates.
Submission of documents to the Attornev General
12. The initial securities certificates of the Certificates shall be sent to the Office of the
Attorney General of the State of Texas, Public Finance Division (the "Attorney General"), by the
Issuer's Bond Counsel, McCall, Parkhurst &Horton L.L.P. It is requested that the Attorney
General examine and approve the initial Certificates in accordance with law. After such
approval, the Attorney General is requested to deliver the Certificates to the Comptroller of
Public Accounts for registration.
2
Authorization of the Attorne�General to Execute this Certificate
13. The Attorney General is hereby authorized and directed to date this Certificate
concurrently with the date of approval of the Certificates. If any litigation or contest should
develop pertaining to the Certificates or any other matters covered by this Certificate, the
undersigned will notify the Attorney General thereof immediately by telephone. With this
assurance the Attorney General can rely on the absence of any such litigation or contest, and on
the veracity and currency of this Certificate, at the time the Certificates are approved, unless the
Attorney General is notified otherwise as aforesaid.
Certifications Re ag riling Waterworks and Sewer S sy tem
14. [In addition to ad valorem taxes, the Certificates are payable from and secw•ed by certain
revenues derived by the Issuer from the ownership and operation of the Issuer's waterworks and
sewer system, and except for (1) the City of Anna, Texas Combination Tax and Revenue
Certificates of Obligation, Series 2012; (2) the City of Anna, Texas Combination Tax and
Revenue Certificates of Obligation, Series 2014; (3) the City of Anna, Texas Combination Tax
and Revenue Certificates of Obligation, Series 2014A; (4) the City of Anna, Texas Combination
Tax and Revenue Refunding Bonds, Series 2017; and (5) the Certificates, said revenues are not
pledged to the payment of any obligations of the Issuer.]
15. True and correct schedules of the Issuer's water and sewer rates currently in effect, which
rates were authorized by ordinances passed by the City Council of the Issuer, are included as
Table _ of the Official Statement dated , 2022, which table is incorporated herein.
16. A true and correct schedule of the income and expenses of the Issuer's waterworks and
sewer system for the most recent five years for which audited financial information is available
is included as Table _ of the Official Statement dated 2022, which table is
incorporated herein.
17. The Issuer has received all required disclosure filings under Section 2252.908 of the
Texas Government Code in connection with the authorization and issuance of the Certificates
and has notified the Texas Ethics Commission ("TEC") of its receipt of such filings by
acknowledging such filings in accordance with TEC's rules.
18. With respect to the contracts contained within the transcript of proceedings that are
subject to Section 2252.151, Texas Government Code, none of the counter parties to those
contracts are listed as a "foreign terrorist organization" on the list prepared and maintained by the
Texas Comptroller of Public Accounts under Texas Government Code Sections 806.051,
807.051 or 2252.153.
19. The City verifies that, pursuant to Section 2271.002 of the Texas Government Code, that
all contracts with a company (as such term is defined in Section 2271.001(2) of the Texas
Government Code) within the transcript of proceedings for the Certificates, includes a written
verification that such company (1) does not "Boycott Israel" (as such term is defined in Section
808.001 of the Texas Government Code) and (2) will not Boycott Israel during the term of such
3
respective contract.
20. The City verifies that, pursuant to Chapter 2274 of the Texas Government Code, that all
contracts with a company for goods or services within the meaning of Section 2274.002 of the
Texas Government Code, within the transcript of proceedings for the Certificates include a
written verification that such company, or any wholly owned subsidiary, majority -owned
subsidiary, parent company or affiliate of the company does not boycott energy companies.
Boycott energy companies means refusing to do business with, without an ordinary business
purpose, or, terminating business activities with, or otherwise taking any action that is intended
to penalize, inflict economic harm on, or limit commercial relations with a company because the
company engages in the exploration, production, utilization, transportation, sale, or
manufacturing of fossil fuel -based energy and does not commit or pledge to meet environmental
standards beyond applicable federal and state law; or does business with a company who engages
in the foregoing.
21. The City verifies that, pursuant to Chapter 2274 of the Texas Government Code, that all
contracts with a company for goods or services within the meaning of Section 2274.002 of the
Texas Government Code, within the transcript of proceedings for the Certificates include a
written verification that such company, or any wholly owned subsidiary, majority -owned
subsidiary, parent company or affiliate of the City do not have a practice, policy, guidance, or
directive that discriminates against a firearm entity or firearm trade association as those terms are
used in Chapter 2274 of the Texas Government Code and will not discriminate during the term
A the contract against a firearm entity or firearm trade association during the term of this
Certificate. The foregoing verification is made solely to comply with Section 2274.002, Texas
Government Code, and to the extent such Section does not contravene applicable Federal law.
[Execution Page Follows]
G�
The persons named below were, on the date of authorization of the Certificates, the duly
elected and qualified incumbents of the offices of the Issuer set opposite their respective names,
and the signatures herein below are the genuine signatures of said officers. By signing below,
such officers hereby evidence their lawful signatures, adopt same as facsimiles for the purpose of
executing the Certificates and attest to the truthfulness of the foregoing certifications.
MANUAL SIGNATURES
OFFICIAL TITLES
Mayor Pro-Tem
City Secretary
Before me, on this day personally appeared the foregoing individuals, known to me to be
the officers whose true and genuine signatures were subscribed to the foregoing instrument in my
presence.
Given under my hand and seal of office this
Notary Public
(Notary Seal)
Signature Identification, No -Litigation and General Certificate
f►�lY��
relating to
City of Anna, Texas Combination Tax and Revenue Certificates of Obligation, Series 2022
BALLOT PROPOSITIONS RE: THE CITY CHARTER
(see attached)
PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT entered into as of September 1, 2022 (this "Agreement"), by and between
City of Anna, Texas (the "Issuer"), and Regions Bank, an Alabama state banking organization with
offices in Houston, Texas (the "Bank").
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the issuance of its Combination Tax
and Revenue Certificates of Obligation, Series 2022 (the "Securities"), such Securities to be issued in
fully registered form only as to the payment of principal and interest thereon; and
WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in connection
with the payment of the principal of, premium, if any, and interest on said Securities and with respect to
the registration, transfer and exchange thereof by the registered owners thereof; and
WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the Issuer and
has full power and authority to perform and serve as Paying Agent/Registrar for the Securities;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS
PAYING AGENT AND REGISTRAR
Section 1.01. Appointment.
The Issuer hereby appoints the Bank to serve as Paying Agent with respect to the Securities. As
Paying Agent for the Securities, the Bank shall be responsible for paying on behalf of the Issuer the
principal, premium (if any), and interest on the Securities as the same become due and payable to the
registered owners thereof, all in accordance with this Agreement and the "Order" (hereinafter defined).
The Issuer hereby appoints the Bank as Registrar with respect to the Securities. As Registrar for
the Securities, the Banlc shall keep and maintain for and on behalf of the Issuer books and records as to
the ownership of said Securities and with respect to the transfer and exchange thereof as provided herein
and in the "Order."
The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and Registrar
for the Securities.
Section 1.02. Compensation.
As compensation for the Bank's services as Paying Agent/Registrar, the Issuer hereby agrees to
pay the Bank the fees and amounts set forth in Schedule A attached hereto for the first year of this
Agreement and thereafter the fees and amounts set forth in the Bank's current fee schedule then in effect
for services as Paying Agent/Registrar for municipalities, which shall be supplied to the Issuer on or
before 90 days prior to the close of the Fiscal Year of the Issuer, and shall be effective upon the first day
of the following Fiscal Year.
In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Bank in accordance with any of the provisions
hereof (including the reasonable compensation and the expenses and disbursements of its agents and
counsel).
ARTICLE TWO
DEFINITIONS
Section 2.01. Definitions.
For all purposes of this Agreement, except as otherwise expressly provided or unless the context
otherwise requires:
"Acceleration Date" on any Security means the date on and after which the principal or any or all
installments of interest, or both, are due and payable on any Security which has become accelerated
pursuant to the terms of the Security.
"Bank Office" means the principal corporate trust office of the Bank as indicated on the signature
page hereof. The Bank will notify the Issuer in writing of any change in location of the Bank Office.
"Financial Advisor" means Hilltop Securities Inc.
"Fiscal Year" means the fiscal year of the Issuer, ending September 30.
"Holder" and "Security Holder" each means the Person in whose name a Security is registered in
the Security Register.
"Issuer Request" and "Issuer Order" means a written request or order signed in the name of the
Issuer by the Mayor or City Secretary of the Issuer, any one or more of said officials, delivered to the
Bank.
"Legal Holiday" means a day on which the Bank is required or authorized to be closed.
"Order" means the order, ordinance or resolution of the governing body of the Issuer pursuant to
which the S% cVUI iea are issued, certified by the Mayor and City Secretary of the Issuer or any other
officer of the Issuer and delivered to the Bank.
"Person" means any individual, corporation, partnership, joint venture, association, joint stock
company, trust, unincorporated organization or government or any agency or political subdivision of a
government.
"Predecessor Securities" of any particular Security means every previous Security evidencing all
or a portion of the same obligation as that evidenced by such particular Security (and, for the purposes of
this definition, any mutilated, lost, destroyed, or stolen Security for which a replacement Security has
been registered and delivered in lieu thereof pursuant to Section 4.06 hereof and the Order).
"Record Date" means the last business day of the month next preceding payment.
"Redemption Date" when used with respect to any Bond to be redeemed means the date fixed for
such redemption pursuant to the terms of the Order.
2
"Responsible Officer" when used with respect to the Bank means the Chairman or Vice -
Chairman of the Board of Directors, the Chairman or Vice -Chairman of the Executive Committee of the
Board of Directors, the President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or Assistant
Trust Officer, or any other officer of the Bank customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect to a particular corporate
trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity
with the particular subject.
"Security Register" means a register maintained by the Bank on behalf of the Issuer providing for
the registration and transfer of the Securities.
"Stated Maturity" means the date specified in the Order the principal of a Security is scheduled to
be due and payable.
Section 2.02. Other Definitions.
The terms "Bank," "Issuer" and "Securities (Security)" have the meanings assigned to them in the
recital paragraphs of this Agreement.
The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties and
functions of this Agreement.
ARTICLE THREE
PAYING AGENT
Section 3.01. Duties of Paying Agent.
As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for
such purpose by or on behalf of Lite Issuer, pay on behalf of the Issuer the principal of each Security at its
Stated Maturity, Redemption Date, or Acceleration Date, to the Holder upon surrender of the Security to
the Bank at the Bank Office.
As Paying Agent, the Banl< shall, provided adequate collected funds have been provided to it for
such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on each Security when
due, by computing the amount of interest to be paid each Holder and preparing and sending checks by
United States Mail, first class postage prepaid, on each payment date, to the Holders of the Securities (or
their Predecessor Securities) on the respective Record Date, to the address appearing on the Security
Register or by such other method, acceptable to the Bank, requested in writing by the Holder at the
Holder's risk and expense.
Section 3.02. Payment Dates.
The Issuer hereby instructs the Bank to pay the principal of and interest on the Securities on the
dates specified in the Order.
Section 3.03, Reportin1 Requirements.
To the extent required by the Code or the Treasury Regulations, the Bank shall report to the
Holders and the Internal Revenue Service the amount of interest paid or the amount treated as interest
accrued on the Bonds which is required to be reported by the Holders on their returns of federal income
tax.
ARTICLE FOUR
REGISTRAR
Section 4.01. Security Register -Transfers and Exchanges.
The Bank agrees to keep and maintain for and on behalf of the Issuer at the Bank Office books
and records (herein sometimes referred to as the "Security Register") and, if the Bank Office is located
outside the State of Texas, a copy of such books and records shall be kept in the State of Texas, for
recording the names and addresses of the Holders of the Securities, the transfer, exchange and
replacement of the Securities and the payment of the principal of and interest on the Securities to the
Holders and containing such other information as may be reasonably required by the Issuer and subject to
such reasonable regulations as the Issuer and the Bank may prescribe. All transfers, exchanges and
replacement of Securities shall be noted in the Security Register.
Every Security surrendered for transfer or exchange shall be duly endorsed or be accompanied by
a written instrument of transfer, the signature on which has been guaranteed by an officer of a federal or
state bank or a member of the National Association of Securities Dealers, in form satisfactory to the
Bank, duly executed by the Holder thereof or his agent duly authorized in writing.
The Bank may request any supporting documentation it feels necessary to effect a re -registration,
transfer or exchange of the Securities.
To the extent possible and under reasonable circumstances, the Bank agrees that, in relation to an
exchange or transfer of Securities, the exchange or transfer by the Holders thereof will be completed and
new Securities delivered to the Holder or the assignee of the Holder in not more than three (3) business
days after the receipt of the Securities to be cancelled in an exchange or transfer and the written
instrument of transfer or request for exchange duly executed by the Holder, or his duly authorized agent,
in form and manner satisfactory to the Paying Agent/Registrar,
Section 4.02. Certificates.
The Issuer shall provide an adequate inventory of printed Securities to facilitate transfers or
exchanges thereof. The Bank covenants that the inventory of printed Securities will be kept in
safekeeping pending their use, and reasonable care will be exercised by the Bank in maintaining such
Securities in safekeeping, which shall be not less than the care maintained by the Bank for debt securities
of other political subdivisions or corporations for which it serves as registrar, or that is maintained for its
own securities.
Section 4.03. Form of Security Register.
The Bank, as Registrar, will maintain the Security Register relating to the registration, payment,
transfer and exchange of the Securities in accordance with the Bank's general practices and procedures in
effect from time to time. The Bank shall not be obligated to maintain such Security Register in any form
other than those which the Bank has currently available and currently utilizes at the time.
4
The Security Register may be maintained in written form or in any other form capable of being
converted into written form within a reasonable time.
Section 4.04. List of Security Holders.
The Bank will provide the Issuer at any time requested by the Issuer, upon payment of the
required fee, a copy of the information contained in the Security Register. The Issuer may also inspect
the information contained in the Security Register at any time the Bank is customarily open for business,
provided that reasonable time is allowed the Bank to provide an up-to-date listing or to convert the
information into written form.
The Bank will not release or disclose the contents of the Security Register to any person other
than to, or at the written request of, an authorized officer or employee of the Issuer, except upon receipt of
a court order or as otherwise required by law. Upon receipt of a court order and prior to the release or
disclosure of the contents of the Security Register, the Bank will notify the Issuer so that the Issuer may
contest the court order or such release or disclosure of the contents of the Security Register.
Section 4.05. Cancellation of Certificates.
All certificates surrendered to the Bank, at the designated Payment/Transfer Office, for payment,
redemption, transfer or replacement, shall be promptly cancelled by the Bank. The Bank will provide to
the Issuer, at reasonable intervals determined by it, a certificate evidencing the destruction of cancelled
certificates.
Section 4.06. Mutilated, Destroyed, Lost or Stolen Securities.
The Issuer hereby instructs the Bank, subject to the applicable provisions of the Order, to deliver
and issue Securities in exchange for or in lieu of mutilated, destroyed, lost or stolen Securities as long as
the same does not result in an overissuance.
In case any Security shall be mutilated, or destroyed, lost or stolen, the Bank, in its discretion,
may execute and deliver a replacement Security of like form and tenor, and in the same denomination and
bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated
Security, or in lieu of and in substitution for such destroyed lost or stolen Security, only after (i) the filing
by the Holder thereof with the Bank of evidence satisfactory to the Bank of the destruction, loss or theft
A such Security, and of the authenticity of the ownership thereof and (ii) the furnishing to the Bank of
indemnification in an amount satisfactory to hold the Issuer and the Bank harmless. All expenses and
charges associated with such indemnity and with the preparation, execution and delivery of a replacement
Security shall be borne by the Holder of the Security mutilated, or destroyed, lost or stolen.
Section 4.07. Transaction Information to Issuer.
The Bank will, within a reasonable time after receipt of written request from the Issuer, furnish
the Issuer information as to the Securities it has paid pursuant to Section 3.01, Securities it has delivered
upon the transfer or exchange of any Securities pursuant to Section 4.01, and Securities it has delivered in
exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities pursuant to Section 4.06.
5
ARTICLE FIVE
THE BANK
Section 5.01. Duties of Bank,
The an undertakes to perform the duties set forth herein and agrees to use reasonable care in
the performance thereof.
The Bank is also authorized to transfer funds relating to the closing and initial delivery of the
securities in the manner disclosed in the closing memorandum approved by the Issuer as prepared by the
Issuer's financial advisor or other agent. The Bank may act on a facsimile or e-mail transmission of the
closing memorandum acknowledged by the financial advisor or the Issuer as the final closing
memorandum. The Bank shall not be liable for any losses, costs or expenses arising directly or indirectly
from the Bank's reliance upon and compliance with such instructions.
Section 5.02. Reliance on Documents, Etc.
(a) The Bank may conclusively rely, as to the truth of the statements and correctness of the
opinions expressed therein, on certificates or opinions furnished to the Bank.
(b) The Bank shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the pertinent
facts.
(c) No provisions of this Agreement shall require the Bank to expend or risk its own funds or
otherwise incur any financial liability for performance of any of its duties hereunder, or in the exercise of
any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds
or adequate indemnity satisfactory to it against such risks or liability is not assured to it.
(d) The Bank may rely and shall be protected in acting or refraining from acting upon any
resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order,
bond, note, security, or other paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties. Without limiting the generality of the foregoing statement, the
Bank need not examine the ownership of any Securities, but is protected in acting upon receipt of
Securities containing an endorsement or instruction of transfer or power of transfer executed in
accordance with Section 4.01 hereof, which appears on its face to be signed by the Holder or an agent of
the Holder. The Bank shall not be bound to make any investigation into the facts or matters stated in a
resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order,
bond, note, security or other paper or document supplied by Issuer.
(e) The Bank may consult with counsel, and the written advice of such counsel or any opinion of
counsel shall be full and complete authorization and protection with respect to any action taken, suffered
or omitted by it hereunder in good faith and in reliance thereon.
(f) The Bank may exercise any of the powers hereunder and perform any duties hereunder either
directly or by or through agents or attorneys of the Bank.
Section 5.03. Recitals of Issuer.
The recitals contained herein with respect to the Issuer and in the Securities shall be taken as the
statements of the Issuer, and the Bank assumes no responsibility for their correctness.
6
The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security, or any
other Person for any amount due on any Security from its own funds.
Section 5.04. May Hold Securities.
The Bank, in its individual or any other capacity, may become the owner or pledgee of Securities
and may otherwise deal with the Issuer with the same rights it would have if it were not the Paying
Agent/Registrar, or any other agent.
Section 5.05. Moneys Held by Bank.
The Bank shall deposit any moneys received from the Issuer into a trust account to be held in a
fiduciary capacity for the payment of the Securities, with such moneys in the account that exceed the
deposit insurance available to the Issuer by the Federal Deposit Insurance Corporation, to be fully
collateralized with securities or obligations that are eligible under the laws of the State of Texas to secure
and be pledged as collateral for trust accounts until the principal and interest on such securities have been
presented for payment and paid to the owner thereof. Payments made from such trust account shall be
made by check drawn on such trust account unless the owner of such Securities shall, at its own expense
and risk, request such other medium of payment.
Subject to the Unclaimed Property Law of the State of Texas, any money deposited with the Bank
for the payment of the principal, premium (if any), or interest on any Security and remaining unclaimed
for three years after the final maturity of the Security has become due and payable will be paid by the
Bank to the Issuer if the Issuer so elects, and the Holder of such Security shall hereafter look only to the
Issuer for payment thereof, and all liability of the Bank with respect to such monies shall thereupon cease.
If the Issuer does not elect, the Bank is directed to report and dispose of the funds in compliance with
Title Six of the Texas Property Code, as amended.
SectionIndemnification.
To the extent permitted by law, the Issuer agrees to indemnify the Bank, its directors, officers and
employees, and hold it harmless against, any loss, liability or expense incurred without negligence or bad
faith on its part, arising out of or in connection with its acceptance or administration of its duties
hereunder, including the cost and expense against any claim or liability in connection with the exercise or
performance of any of its powers or duties under this Agreement.
Section 5.07. Interpleader.
The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim,
demand, or controversy over its person as well as funds on deposit, in either a Federal or State District
Court located in the State and County where the administrative offices of the Issuer is located, and agree
that service of process by certified or registered mail, return receipt requested, to the address referred to in
Section 6.03 of this Agreement shall constitute adequate service. The Issuer and the Bank further agree
that the Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction within the
State of Texas to determine the rights of any Person claiming any interest herein.
Section 5.08. Depository Trust Company Services.
It is hereby represented and warranted that, in the event the Securities are otherwise qualified and
accepted for "Depository Trust Company" services or equivalent depository trust services by other
organizations, the Bank has the capability and, to the extent within its control, will comply with the
7
"Operational Arrangements," effective August 1, 1987, which establishes requirements for securities to be
eligible for such type depository trust services, including, but not limited to, requirements for the
timeliness of payments and finds availability, transfer turnaround time, and notification of redemptions
and calls.
hereto.
other.
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01. Amendment.
This Agreement may be amended only by an agreement in writing signed by both of the parties
Section 6.02. Assignment.
This Agreement may not be assigned by either party without the prior written consent of the
Section 6.03. Notices.
Any request, demand, authorization, direction, notice, consent, waiver or other document
provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or
delivered to the Issuer or the Bank, respectively, at the addresses shown on the signature page of this
Agreement.
Section 6.04. Effect of Headings.
The Article and Section headings herein are for convenience only and shall not affect the
construction hereof.
Section 6.05. Successors and Assigns.
All covenants and agreements herein by the Issuer shall bind its successors and assigns, whether
so expressed or not.
Section 6.06. Merger, Conversion, Consolidation, or Succession.
Any corporation into which the Paying Agent may be merged or converted or with which it may
be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the
Paying Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate
trust business of the Bank shall be the successor of the Paying Agent hereunder without the execution or
filing of any paper or any further act on the part of either of the parties hereto, provided that the successor
or resulting corporation is a bank, trust company, financial institution or other agency competent and
legally qualified to act as Paying Agent/Registrar under this Agreement and the Order. The Paying Agent
shall provide immediate notice to the Issuer of any such pending merger, conversion, consolidation or of
any such pending transfer to a successor corporation.
Section 6.07. Severability.
In case any provision herein shall be invalid, illegal, or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 6.08. Benefits of Agreement.
Nothing herein, express or implied, shall give to any Person, other than the parties hereto and
their successors hereunder, any benefit or any legal or equitable right, remedy, or claim hereunder.
Section 6.09. Entire Agreement.
This Agreement and the Order constitute the entire agreement between the parties hereto relative
to the Bank acting as Paying Agent/Registrar and if any conflict exists between this Agreement and the
Order, the Order shall govern.
Section 6.10. Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed
an original and all of which shall constitute one and the same Agreement.
Section 6.11. Termination.
This Agreement will terminate (i) on the date of final payment of the principal of and interest on
the Securities to the Holders thereof or (ii) may be earlier terminated by either party upon sixty (60) days
written notice; provided, however, an early termination of this Agreement by either party shall not be
effective until (a) a successor Paying Agent/Registrar has been appointed by the Issuer and such
appointment accepted and (b) notice has been given to the Holders of the Securities of the appointment of
a successor Paying Agent/Registrar. Furthermore, the Bank and Issuer mutually agree that the effective
date of an early termination of this Agreement shall not occur at any time which would disrupt, delay or
otherwise adversely affect the payment of the Securities.
The resigning Paying Agent/Registrar may petition any court of competent jurisdiction for the
appointment of a successor Paying Agent/Registrar if an instrument of acceptance by a successor Paying
Agent/Registrar has not been delivered to the resigning Paying Agent/Registrar within sixty (60) days
after the giving of such notice of resignation.
Upon an early termination of this Agreement, the Bank agrees to promptly transfer and deliver
the Security Register (or a copy thereof), together with other pertinent books and records relating to the
Securities, to the successor Paying Agent/Registrar designated and appointed by the Issuer.
The provisions of Section 1.02 and of Article Five shall survive and remain in full force and
effect following the termination of this Agreement.
Texas.
Section 6.12. Governing Law.
This Agreement shall be construed in accordance with and governed by the laws of the State of
Section 6.13. Certificate of Interested Parties Form 1295.
The Bank represents and warrants that it is exempt from the requirements of Section 2252.908 of
the Texas Government Code, as amended, pursuant to subsection (c)(4) thereof. Accordingly, the Bank is
not required to file a Certificate of Interested Parties Form 1295.
L�
Section 6.14. Certifications Regarding Texas Government Code.
(a) This Agreement has a value of less than I)100,000 for purposes of Sections 2271.002 and
2274,002, Texas Government Code.
(b) The Bank represents that, neither the Bank, nor any parent company, wholly- or majority -
owned subsidiaries or affiliates of the same, if any, are companies identified on a list prepared and
maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201,
Texas Government Code, and posted on the following page of such officer's internet website:
hops://comptroller.texas.gov/purchasing/publications/divestment.php
The foregoing representation is made solely to comply with Section 2252.152, Texas Government Code,
and to the extent such Section does not contravene applicable Federal law and excludes the Bank and
each parent company, wholly. or majority -owned subsidiaries, and other affiliates of the same, if any, that
the United States government has affirmatively declared to be excluded from its federal sanctions regime
relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. The
Bank understands "affiliate" to mean any entity that controls, is controlled by, or is under common control
with the Escrow Agent and exists to make a profit.
(Execution Page Follows)
10
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
year first above written.
REGIONS BANK
By _
Title
3773 Richmond Avenue, Suite 1100, Houston, Texas 77046
Paying Agent/Registrar Agreement for City of Anna, Texas
Combination Tax and Revenue Certificates of Obligation, Series 2022
CITY OF ANNA, TEXAS
Mayor
111 N. Powell Parkway, Anna, Texas 75409
Paying Agent/Registrar Agreement for City of Anna, Texas
Combination Tax and Revenue Certificates of Obligation, Series 2022
SCHEDULE A
Paying Agenumegistrar Fee Schedule
[See Attached]
Paying Agent and Registrar Services for
City of Anna, Texas
Combination Tax and Revenue Certificates
Obligation Bonds, Series 2022
Schedule of Fees
Acceptance Fee:....................................Waived
Paying Agency/Registrar Fee :.............. $ 750 Annually, in Advance
Fees are payable at the closing of this transaction. Thereafter, fees and any expenses will
be billed on the anniversary date of the closing.
The above -mentioned fees are basic charges and do not include out-of-pocket expenses,
which will be billed in addition to the regular charges as required. Out-of-pocket expenses
shall include, but are not limited to: telephone tolls, stationery, travel and postage expenses.
Charges for performing extraordinary or other services not contemplated at the time of the
execution of the transaction or not specifically covered elsewhere in this schedule will be
determined by appraisal in amounts commensurate with the service to be provided.
Counsel fees, if ever retained as a result of default or other extraordinary occurrence on
behalf of the bondholders or Regions will be billed at cost. Quote does not include legal
fees for counsel opinions.
We reserve the right to raise fees as the cost of doing business dictates.
Our proposal is subject in all aspects to Region's review and acceptance of the final
financing documents, which set forth our duties and responsibilities.
The fees quoted in this Fee Schedule are good for 60 days from the date of this Fee Schedule. In
the event this Transaction does not close within 60 days from the date of this Fee Schedule,
Regions may revoke the terms of this Fee Schedule.
By: /sl Doug Milner
Sr. Vice President
CITY OF
Mayor
TEXAS
120 West 7`i' Street, Anna, Texas 75409
Paying Agent/Registrar Agreement for City of Anna, Texas
Combination Tax and Revenue Certificates of Obligation, Series 2022
CERTIFICATE REGARDING OFFICIAL STATEMENT
We, the undersigned officers of the City of Anna, Texas (the "City"), in connection with the
issuance, sale and delivery by the City of P. aggregate principal amount City of Anna, Texas
Combination Tax and Revenue Certificates of Obligation, Series 2022 (the "Certificates"), hereby certify
that:
(a) the descriptions and statements of or pertaining to the City contained in the Official Statement,
and any addenda, supplement, or amendment thereto, on the date of the Official Statement, on the date of
sale of the Certificates, and the acceptance of the best bid therefor, and on the date of their delivery, were
and are true and correct in all material respects;
(b) insofar as the City and its affairs, including its financial affairs, are concerned, the Official
Statement did not and does not contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading;
(c) insofar as the descriptions and statements, including financial data, of or pertaining to entities,
other than the City, and their activities contained in the Official Statement are concerned, such statements
and data have been obtained from sources which the City believes to be reliable and the City has no
reason to believe that they are untrue in any material respect; and
(d) there has been no material adverse change in the financial condition of the City since the date
of the last audited financial statements of the City.
(Execution Page Follows)
DATED: October 115 2022a
CITY OF ANNA, TEXAS
Mayor Pro-Tem, City of Anna, Texas
City Secretary, City of Anna, Texas
Signature Page for Certificate Regarding Official Statement
City of Anna, Texas Combination Tax and Revenue Certificates of Obligation, Series 2022
FORM OF CERTIFICATE.
NO. R- PRINCIPAL
UNITED STATES OF AMERICA AMOUNT
STATE OF TEXAS $
CITY OF ANNA, TEXAS
COMBINATION TAX AND REVENUE CERTIFICATE OF OBLIGATION
SERIES 2022
Interest Rate Delivery Date Maturity Date CUSIP No.
October 11, 2022 February 15,
REGISTERED OWNER:
PRINCIPAL AMOUNT:
DOLLARS
ON THE MATURITY DATE specified above, the City of Anna, in Collin County, Texas
the "Issuer"), being a political subdivision and municipal corporation of the State of Texas, hereby
promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called
the "Registered Owner"), on the Maturity Date specified above, the Principal Amount specified
above. The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on
the basis of a 360-day year of twelve 30-day months) from the Delivery Date specified above at
the Interest Rate per annum specified above. Interest is payable on February 15, 2023 and
semiannually on each August 15 and February 15 thereafter to the Maturity Date specified above,
or the date of redemption prior to maturity; except, if this Certificate is required to be authenticated
and the date of its authentication is later than the first Record Date (hereinafter defined), such
Principal Amount shall bear interest from the interest payment date next preceding the date of
authentication, unless such date of authentication is after any Record Date but on or before the
next following interest payment date, in which case such principal amount shall bear interest from
such next following interest payment date; provided, however, that if on the date of authentication
hereof the interest on the Certificate or Certificates, if any, for which this Certificate is being
exchanged is due but has not been paid, then this Certificate shall bear interest from the date to
which such interest has been paid in full.
THE PRINCIPAL OF AND INTEREST ON this Certificate are payable in lawful money
of the United States of America, without exchange or collection charges. The principal of this
Certificate shall be paid to the registered owner hereof upon presentation and surrender of this
Certificate at maturity, or upon the date fixed for its redemption prior to maturity, at the principal
corporate trust office of Regions Bank, Houston, Texas, which is the "Paying Agent/Registrar" for
this Certificate. The payment of interest on this Certificate shall be made by the Paying
Agent/Registrar to the registered owner hereof on each interest payment date by check or draft,
dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely
From, funds of the Issuer required by the ordinance authorizing the issuance of this Certificate (the
"Certificate Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as
hereinafter provided; and such check or draft shall be sent by the Paying Agent/Registrar by United
States mail, first-class postage prepaid, on each such interest payment date, to the registered owner
hereof, at its address as it appeared on the last business day of the month preceding each such date
the "Record Date") on the Registration Books kept by the Paying Agent/Registrar, as hereinafter
described. In addition, interest may be paid by such other method, acceptable to the Paying
Agent/Registrar, requested by, and at the risk and expense of, the registered owner. In the event
of a non-payment of interest on a scheduled payment date, and for 30 days thereafter, a new record
date for such interest payment (a "Special Record Date") will be established by the Paying
Agent/Registrar, if and when funds for the payment of such interest have been received from the
Issuer. Notice of the Special Record Date and of the scheduled payment date of the past due
interest (which shall be 15 days after the Special Record Date) shall be sent at least five business
days prior to the Special Record Date by United States mail, first-class postage prepaid, to the
address of each owner of a Certificate appearing on the Registration Books at the close of business
on the last business day next preceding the date of mailing of such notice.
ANY ACCRUED INTEREST due at maturity or upon the redemption of this Certificate
prior to maturity as provided herein shall be paid to the registered owner upon presentation and
surrender of this Certificate for redemption and payment at the principal corporate trust office of
the Paying Agent/Registrar. The Issuer covenants with the registered owner of this Certificate that
on or before each principal payment date, interest payment date, and accrued interest payment date
for this Certificate it will make available to the Paying Agent/Registrar, from the "Interest and
Sinking Fund" created by the Certificate Ordinance, the amounts required to provide for the
payment, in immediately available funds, of all principal of and interest on the Certificates, when
due.
IF THE DATE for the payment of the principal of or interest on this Certificate shall be a
Saturday, Sunday, a legal holiday or a day on which banking institutions in the city where the
principal corporate trust office of the Paying Agent/Registrar is located are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day that is
not such a Saturday, Sunday, legal holiday or day on which banking institutions are authorized to
close; and payment on such date shall have the same force and effect as if made on the original
date payment was due.
THIS CERTIFICATE is one of a series of Certificates dated September I, 2022, authorized
in accordance with the Constitution and laws of the State of Texas in the principal amount of
$64,845,000 for paying all or a portion of the Issuer's contractual obligations incurred in
connection with (i) acquiring, constructing, installing, and equipping additions, improvements,
extensions, and equipment for the Issuer's sewer system, including wastewater treatment plant and
related infrastructure improvements and the acquisition of land and interests in land as necessary
therefor; and (ii) legal, fiscal and engineering fees in connection with such projects (collectively,
the "Project").
ON FEBRUARY 15, 2032, or any date thereafter, the Certificates of this series may be
redeemed prior to their scheduled maturities, at the option of the Issuer, with funds derived from
any available and lawful source, as a whole, or in part and, if in part, the particular Certificates, or
portions thereof, to be redeemed shall be selected and designated by the Issuer (provided that a
portion of a Certificate may be redeemed only in an integral multiple of $5,000), at a redemption
price equal to the principal amount to be redeemed plus accrued interest to the date fixed for
redemption.
THE CERTIFICATES scheduled to mature on February 15 in the years 2038 and 2047
the "Term Certificates") are subject to scheduled mandatory redemption by the Paying
Agent/Registrar by lot, or by any other customary method that results in a random selection, at a
price equal to the principal amount thereof, plus accrued interest to the redemption date, out of
moneys available for such purpose in the interest and sinking fund for the Certificates, on the dates
and in the respective principal amounts, set forth in the following schedule:
Term Certificate
Maturity: February 15, 2038
Mandatory Redemption
Date
February 15, 2037
February 15, 2038
Principal
Amount($)
2,955,000
31190,000
Term Certificate
Maturity: February 15, 2047
Mandatory Redemption
Date
February 15, 2045
February 15, 2046
February 15, 2047
Principal
Amount($)
4,530,000
4,725,000
4,9305000
The principal amount of Term Certificates of a stated maturity required to be redeemed on any
mandatory redemption date pursuant to the operation of the mandatory sinking fund redemption
provisions shall be reduced, at the option of the Issuer, by the principal amount of any Term
Certificates of the same maturity which, at least 45 days prior to a mandatory redemption date (1)
shall have been acquired by the Issuer at a price not exceeding the principal amount of such Term
Certificates plus accrued interest to the date of purchase thereof, and delivered to the Paying
Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the Paying
Agent/Registrar at the request of the Issuer at a price not exceeding the principal amount of such
Term Certificates plus accrued interest to the date of purchase, or (3) shall have been redeemed
pursuant to the optional redemption provisions and not theretofore credited against a mandatory
redemption requirement.
AT LEAST 30 days prior to the date fixed for any redemption of Certificates or portions
thereof prior to maturity a written notice of such redemption shall be sent by the Paying
Agent/Registrar by United States mail, first-class postage prepaid, to the registered owner of each
Certificate to be redeemed at its address as it appeared on the 45th day prior to such redemption
date; provided, however, that the failure of the registered owner to receive such notice, or any
defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of
the proceedings for the redemption of any Certificate. By the date fixed for any such redemption
due provision shall be made with the Paying Agent/Registrar for the payment of the required
redemption price for the Certificates or portions thereof that are to be so redeemed. If such written
notice of redemption is sent and if due provision for such payment is made, all as provided above,
the Certificates or portions thereof that are to be so redeemed thereby automatically shall be treated
as redeemed prior to their scheduled maturities, and they shall not bear interest after the date fixed
for• redemption, and they shall not be regarded as being outstanding except for the right of the
registered owner to receive the redemption price from the Paying Agent/Registrar out of the funds
provided for such payment. If a portion of any Certificate shall be redeemed, a substitute
Certificate or Certificates having the same maturity date, bearing interest at the same rate, in any
denomination or denominations in any integral multiple of $5,000, at the written request of the
registered owner, and in aggregate principal amount equal to the unredeemed portion thereof, will
be issued to the registered owner upon the surrender thereof for cancellation, at the expense of the
Issuer, all as provided in the Certificate Ordinance,
IF AT THE TIME OF MAILING of notice of optional redemption there shall not have
either been deposited with the Paying Agent/Registrar or legally authorized escrow agent
immediately available funds sufficient to redeem all the Certificates called for redemption, such
notice may state that it is conditional, and is subject to the deposit of the redemption moneys with
the Paying Agent/Registrar or legally authorized escrow agent at or prior to the redemption date,
and such notice shall be of no effect unless such moneys are so deposited on or prior to the
redemption date. If such redemption is not effectuated, the Paying Agent/Registrar shall, within
We days thereafter, give notice in the manner in which the notice of redemption was given that
such moneys were not so received and shall rescind the redemption.
ALL CERTIFICATES OF THIS SERIES are issuable solely as fully registered certificates,
without interest coupons, in the denomination of any integral multiple of $5,000. As provided in
the Certificate Ordinance, this Certificate may, at the request of the registered owner or the
assignee or assignees hereof, be assigned, transferred, converted into and exchanged for a like
aggregate principal amount of fully registered certificates, without interest coupons, payable to the
appropriate registered owner, assignee or assignees, as the case may be, having the same
denomination or denominations in any integral multiple of $5,000 as requested in writing by the
appropriate registered owner, assignee or assignees, as the case may be, upon surrender of this
Certificate to the Paying Agent/Registrar for cancellation, all in accordance with the form and
procedures set forth in the Certificate Ordinance. Among other requirements for such assignment
and transfer, this Certificate must be presented and surrendered to the Paying Agent/Registrar,
together with proper instruments of assignment, in form and with guarantee of signatures
satisfactory to the Paying Agent/Registrar, evidencing assignment of this Certificate or any portion
or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name
or names this Certificate or any such portion or portions hereof is or are to be registered. The form
of Assignment printed or endorsed on this Certificate may be executed by the registered owner to
evidence the assignment hereof, but such method is not exclusive, and other instruments of
assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of
this Certificate or any portion or portions hereof from time to time by the registered owner. The
Paying Agent/Registrar's reasonable standard or customary fees and charges for assigning,
transferring, converting and exchanging any Certificate or portion thereof will be paid by the
Issuer. In any circumstance, any taxes or governmental charges required to be paid with respect
thereto shall be paid by the one requesting such assignment, transfer, conversion or exchange, as
a condition precedent to the exercise of such privilege. The Paying Agent/Registrar shall not be
required to make any such transfer, conversion, or exchange (i) during the period commencing
with the close of business on any Record Date and ending with the opening of business on the next
following principal or interest payment date, or (ii) with respect to any Certificate or any portion
thereof called for redemption prior to maturity, within 45 days prior to its redemption date.
IN THE EVENT any Paying Agent/Registrar for the Certificates is changed by the Issuer,
resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Certificate Ordinance
that it promptly will appoint a competent and legally qualified substitute therefor, and cause written
notice thereof to be mailed to the registered owners of the Certificates.
IT IS HEREBY certified, recited and covenanted that this Certificate has been duly and
validly authorized, issued and delivered; that all acts, conditions and things required or proper to
be performed, exist and be done precedent to or in the authorization, issuance and delivery of this
Certificate have been performed, existed and been done in accordance with law; that annual ad
valorem taxes sufficient to provide for the payment of the interest on and principal of this
Certificate, as such interest comes due and such principal matures, have been levied and ordered
to be levied against all taxable property in said Issuer, and have been pledged for such payment,
within the limit prescribed by law, and that this Certificate is additionally secured by and payable
from a pledge of the surplus net revenues of the Issuer's waterworks and sewer system remaining
after payment of all operation and maintenance expenses thereof, and all debt service, reserve and
other requirements in connection with all of the Issuer's revenue obligations (now or hereafter
)utstanding) that are payable from all or any part of the net revenues of the Issuer's waterworks
and sewer system, all as provided in the Certificate Ordinance,
THE ISSUER HAS RESERVED THE RIGHT to amend the Certificate Ordinance as
provided therein, and under some (but not all) circumstances amendments thereto must be
approved by the registered owners of a majority in aggregate principal amount of the outstanding
Certificates.
BY BECOMING the registered owner of this Certificate, the registered owner thereby
acknowledges all of the terms and provisions of the Certificate Ordinance, agrees to be bound by
such terms and provisions, acknowledges that the Certificate Ordinance is duly recorded and
available for inspection in the official minutes and records of the governing body of the Issuer, and
agrees that the terms and provisions of this Certificate and the Certificate Ordinance constitute a
contract between each registered owner hereof and the Issuer.
[Remainder of Page Intentionally Left Blanlc]
IN WITNESS WHEREOF, the Issuer has caused this Certificate to be signed with the
manual or facsimile signature of the Mayor of the Issuer (or in the Mayor's absence, by the Mayor
Pro Tem) and countersigned with the manual or facsimile signature of the City Secretary of said
Issuer, and has caused the official seal of the Issuer to be duly impressed, or placed in facsimile,
on this Certificate.
City Secretary
(SEAL)
Mayor
Form of Paying Agent/Registrar _'s Authentication Certificate,
PAYING AGENT/REGISTRAR' S AUTHENTICATION CERTIFICATE
To be executed if this Certificate is not accompanied by an executed Registration
Certificate of the Comptroller of Public Accounts of the State of Texas)
It is hereby certified that this Certificate has been issued under the provisions of the
Certificate Ordinance described in the text of this Certificate; and that this Certificate has been
issued in conversion or replacement of, or in exchange for, a certificate, certificates, or a portion
of a certificate or certificates of a series that originally was approved by the Attorney General of
the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas.
Dated:
By:
Regions Bank, Houston, Texas
Authori
Form of Assignment.
ASSIGNMENT
(Please print or type clearly)
For value received, the undersigned hereby sells, assigns and
Transferee's Social Security or Taxpayer Identification
Number:
Transferee's name and address, including zip
the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney, to register the
transfer of
the within Certificate on the books kept for registration thereof, with full power of substitution in
the premises.
Dated:
Signature Guaranteed:
NOTICE: Signatures) must be guaranteed by
an eligible guarantor institution participating in
a securities transfer association recognized
signature guarantee program.
NOTICE: The signature above must
correspond with the name of the registered
owner as it appears upon the front of this
Certificate in every particular, without
alteration or enlargement or any change
whatsoever.
Form of Registration Certificate of the Comptroller of Public Accounts.
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that this Certificate has been examined, certified as to validity and approved
by the Attorney General of the State of Texas, and that this Certificate has been registered by the
Comptroller of Public Accounts of the State of Texas.
Witness my signature and seal this
Comptroller of Public Accounts of the State of Texas
(COMPTROLLER' S SEAL)
IN WITNESS WHEREOF, the Issuer has caused this Certificate to be signed with the
manual or facsimile signature of the Mayor Pro-Tem of the Issuer and countersigned with the
manual or facsimile signature of the City Secretary of said Issuer, and has caused the official seal
of the Issuer to be duly impressed, or placed in facsimile, on this Certificate.
City Secretary
(SEAL)
Mayor Pro-Tem