HomeMy WebLinkAboutOrd 1005-2022 GO Bond Series 2022CCALL
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TPARKHURST & HORTON ;/I
September 13, 2022
VIA HAND DELIVERY
Ms, Carrie Land
City of Anna, Texas
111 N Powell Parkway
Arena, Texas 7540M776
Re: City of Anna, Texas General Obligation Bonds, Series 2022
Dear Carrie:
Enclosed for execution for the City Council meeting to be held on Tuesday, September
13, 2022 are the following documents:
1. A Certificate for Ordinance;
2. An Ordinance Authorizing the Issuance Qf the Bonds;
3: Winning Bid Form;
4. General and No -Litigation Certificate;
5. Paying Agent/Registrar Agreement;
6. Certificate Regarding Official. Statement and
7. Form of Bonds.
As a general matter, there is one copy ea:eh doet�ment, with multiple signature pages.
Each signature page should be signed and sealed, as indicated. After execution 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 rse ura e,mphle a� l.com. V�ith
best wishes, I am
By:
RS:cm
Enclosures
61.031
Very truly yours,
McCall, Parkhurst &Horton L.L.P.
i7 Segura Jr
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
I, the undersigned City Secretary of the City of Anna, Texas, hereby certify as follows:
1. The City Council of said City convened in Regular Session on the 13th day 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 -Tern
Kevin Toten, Council Member
Jim Proce, City Manager
Carrie Land, City Secretary
and all of said persons were present, except .
Stan Carver II, Council Member
Pete Cain, Council Member
Danny Ussery, Council Member
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thus
constituting a quorum. Whereupon, among other business; the following was transacted at said
meeting: a written Ordinance
AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF CITY OF ANNA,
TEXAS GENERAL OBLIGATION BONDS, SERIES 2022; LEVYING AN ANNUAL AD
VALOREM TAX AND PROVIDING FOR THE SECURITY FOR AND PAYMENT OF
SAID BONDS; APPROVING AN OFFICIAL STATEMENT; AND ENACTING OTHER
PROVISIONS RELATING TO THE SUBJECT
was duly introduced for consideration and passage. It was then duly moved and seconded that said
Ordinance be passed; and, after due discussion, said motion, carrying with it the passage of said
Ordinance, prevailed and carried by the following vote:
AYES: � 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 Tex. Gov't Code Ann. ch. 551.
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 13TH DAY OF SEPTEMBER5 20229
ATTEST:
Lee Miller, Mayor Pro-Tem
Carrie Land, City
(SEAL)
Certificate for Ordinance Authorizing the Issuance and Sale of
City of Anna, Texas General Obligation Bonds, Series 2022
CITY OF ANNA
ORDINANCE NO, 2022
AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF CITY OF ANNA,
TEXAS GENERAL OBLIGATION BONDS, SERIES 2022; LEVYING AN ANNUAL AD
VALOREM TAX AND PROVIDING FOR THE SECURITY FOR AND PAYMENT OF
SAID BONDS; APPROVING AN OFFICIAL STATEMENT; AND ENACTING OTHER
PROVISIONS RELATING TO THE SUBJECT
THE STATE OF TEXAS §
COUNTY OF COLLIN §
CITY OF ANNA §
WHEREAS, a portion of the bonds hereinafter authorized represent the issuance of a
portion of the bonds lawfully and favorable voted and approved by voters of the City of Anna,
Texas (the "Issuer") at an election held in the Issuer on May 1, 2021 (the "Election"), as follows:
Amount Amount
Prop Total Voted Previously Amount Being_ Remaining
No. Purpose Amount Issued Issued Unissued
A Fire $ g,000,000.00 $4,360,000.00 $3,640,000 $0
Protection
B Community $22,000,000.00 $2,700,000.00 $5,000,000 $14,300,000
Library
C Parks and $28,000,000.00 $1,500,000.00 $25,360,000 $1,140,000
Recreation
$58,000,000.00 $8,5%000.00 $341000,000 $159440,000
WHEREAS, the City Council deems it necessary and advisable to authorize, issue and
deliver $3450005000 of said voted bond authorization from the Election for the purposes stated in
the preceding paragraph, thereby leaving a balance of voted but unissued bonds from the Election
A $15,440,000; and
WHEREAS, the bonds hereafter authorized are being issued and delivered pursuant to
Chapter 1331, Texas Government Code, as amended, and other applicable laws; 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 date, hour, place and
subject of said meeting, including this Ordinance, was given, all as required by the applicable
provisions of Chapter 551, Texas Government Code.
THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF CITY OF ANNA,
TEXAS
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Section 1. RECITALS, AMOUNT AND PURPOSE OF THE BONDS; DEFINITIONS.
(a) The recitals set forth in the preamble hereof are incorporated herein and shall have the
same force and effect as if set forth in this Section. The bonds of the Issuer are hereby authorized
to be issued and delivered in the aggregate principal amount of $32,465,000 with the proceeds of
such being used for the public purposes of (i) constructing and acquiring a fire station and related
improvements and equipment, (ii) acquiring, designing, construction and equipping a community
library that includes multipurpose meeting spaces and classrooms, (iii) acquiring, designing,
constructing, and equipping parks and recreation facilities, including without limitation land
acquisition, feasibility studies, park improvements, recreation and sports facilities, and trails, and
(iv) paying costs of issuance of the Bonds (collectively, the "Projects").
(b) DEFINITIONS. Unless otherwise expressly provided or unless the context clearly
requires otherwise in this Ordinance, the following term shall have the meaning specified below:
"Bonds" means all Bonds issued pursuant to this Ordinance, including the Initial Bond and
all substitute Bonds exchanged therefor, as well as all other substitute bonds and replacement
bonds issued pursuant hereto, and the term "Bond" shall mean any of the Bonds.
"Delivery Date" shall mean the date of delivery of the Bonds to the Initial Purchaser (as
defined in Section 14 hereof) against payment therefor.
Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, INTEREST
RATES AND MATURITIES OF BONDS; APPLICATION OF PREMIUM OR DISCOUNT.
(a) Each Bond issued pursuant to this Ordinance shall be designated "CITY OF ANNA,
TEXAS GENERAL OBLIGATION BOND, SERIES 2022" (the "Bonds"), and initially there
shall be issued, sold and delivered hereunder one fully registered Bond, without interest coupons,
dated September 1, 2022, in the entire principal amount of the Bonds, numbered T4, and in the
denomination hereinafter stated (the "Initial Bond"), with Bonds issued in replacement thereof
being in the denominations and principal amounts hereinafter stated, numbered consecutively from
R4 upward, payable to the respective Registered Owners thereof, or to the registered assignee or
assignees of said bonds or any portion or portions thereof (in each case, the "Registered Owner").
(b) Interest on the Bonds shall accrue from the Delivery Date and shall be payable February
15 and August 15 of each year, commencing February 15, 2023. The Bonds shall mature and be
payable on the Maturity Dates and in the Principal Amounts, respectively, and shall bear interest
in the manner provided, on the dates stated, and from the dates set forth, in the FORM OF BOND
set forth in EXHIBIT B of this Ordinance to their respective Maturity Dates or redemption prior
to maturity at the rates per annum, as set forth in the following schedule.
Maturity
Date
Principal
Amount ($)
Interest
Rate (°Io)
Maturity
Principal
Amount ($)
Interest
2024 205,000 5.000 2034 15810,000 5.000
2025 780,000 4.000 2035 19905,000 5.000
2026 1,240,000 5.000 2036 2,000,000 5.000
2027 152955000 4.000 2037 2,105,000 5.000
2028 15350,000 4.000 2038 232005000 4.000
2029 154105000 5.000 2039 21290,000 4.000
2030 15485,000 5.000 2040 2,3855000 4.125
2031 115605000 5.000 2041 2,485,000 4.125
2032 1,640,000 5.000 2042 25595,000 4.250
2033 11725,000 5.000
Section 3. CHARACTERISTICS OF THE BONDS. (a) The Issuer shall keep or cause
to be kept at the corporate trust office of Regions Bank, Houston, Texas (the "Paying
Agent/Registrar") books or records for the registration of the transfer, conversion and exchange of
the Bonds (the "Registration Bonds"), 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 and exchanges as herein provided. The Paying Agent/Registrar shall at all times maintain
an office in the State of Texas or shall keep a copy of the Registration Books in the State of Texas.
(b) The Paying Agent/Registrar shall obtain and record in the Registration Books the
address of the Registered Owner of each Bond to which payments with respect to the Bonds 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. To the extent possible
and under reasonable circumstances, all transfers of Bonds shall be made within three business
days after request and presentation thereof. 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 Paying
Agent/Registrar's standard or customary fees and charges for making such registration, transfer,
conversion, exchange and delivery of a substitute Bond or Bonds shall be paid as provided in the
FORM OF BOND set forth in EXHIBIT B of this Ordinance. Registration of assignments,
transfers, conversions and exchanges of Bonds shall be made in the manner provided and with the
effect stated in the FORM OF BOND set forth in EXHIBIT B of this Ordinance. Each substitute
Bond shall bear a letter and/or number to distinguish it from each other Bond.
(c) Except as provided in subsection (e) below, an authorized representative of the Paying
Agent/Registrar shall, before the delivery of any such Bond, date and manually sign the Paying
Agent/Registrar's Authentication Certificate, and no such Bond shall be deemed to be issued or
outstanding unless such certificate is so executed. The Paying Agent/Registrar promptly shall
cancel all paid Bonds and Bonds surrendered for transfer 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 transfer and exchange of any Bond or portion
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thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of
the substitute Bonds in the manner prescribed herein, and said Bonds shall be of type composition
printed on paper with lithographed or steel engraved borders of customary weight and strength.
Pursuant to Texas Government Code Chapter 1201, Subchapter D, the duty of transfer and
exchange of Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the
execution of said Certificate, the transferred and exchanged Bond shall be valid, incontestable, and
enforceable in the same manner and with the same effect as the Bonds that initially were issued
and delivered pursuant to this Ordinance, approved by the Office of the Attorney General of the
State of Texas (the "Attorney General"), and registered by the Comptroller of Public Accounts of
the State of Texas (the "Comptroller").
(d) The Issuer hereby further appoints the Paying Agent/Registrar to act as the paying
agent for paying the principal of and interest on the Bonds, 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 Bonds.
(e) The Bonds (i) shall be issued in fully -registered form, without interest coupons, with
the principal of and interest on such Bonds to be payable only to the Registered Owners thereof,
(ii) may be transferred and assigned, (iii) may be exchanged for other Bonds, (iv) may be redeemed
prior to their scheduled maturities (notice of which shall be given to the Paying Agent/Registrar
by the Issuer at least 35 days prior to any such redemption date), (v) shall have the characteristics,
(vi) shall be signed, sealed, executed and authenticated, (vii) the principal of and interest on the
Bonds 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 Bonds, all as provided, and
in the manner and to the effect as required or indicated, in the FORM OF BOND set forth in
EXHIBIT B of this Ordinance. The Initial Bond is not required to be, and shall not be,
authenticated by the Paying Agent/Registrar, but on each substitute Bond issued in conversion of
and exchange for any Bond or Bonds issued under this Ordinance the Paying Agent/Registrar shall
execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in the
form set forth in the FORM OF BOND.
(f) The Issuer covenants with the Registered Owners of the Bonds that at all times while
the Bonds are outstanding the Issuer will provide a competent and legally qualified bank, trust
company, financial institution, or other entity to act as and perform the services of Paying
Agent/Registrar for the Bonds under this Ordinance, and that the Paying Agent/Registrar will be a
single entity. The Issuer reserves the right to, and may, at its option, change the Paying
Agent/Registrar upon not less than 45 days written notice to the Paying Agent/Registrar, to be
effective not later than 30 days prior to the next principal or interest payment date after such notice.
In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger,
acquisition, or other method) should resign or otherwise cease to act as such, the Issuer covenants
that promptly it will appoint a competent and legally qualified bank, trust company, financial
institution, or other agency to act as Paying Agent/Registrar under this Ordinance. Upon any
change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer
and deliver the Registration Books (or a copy thereof), along with all other pertinent books and
records relating to the Bonds, to the new Paying Agent/Registrar designated and appointed by the
Issuer. Upon any change in the Paying Agem/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
Bonds, by United States mail, first-class postage prepaid, which notice also shall give the address
A the new Paying Agent/Registrar. By accepting the position and performing as such, each Paying
Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified
copy of this Ordinance shall be delivered to each Paying Agent/Registrar.
(g) On the closing date, one Initial Bond representing the entire principal amount of the
Bonds, payable in stated installments to the order of the Initial Purchaser (as defined in Section 14
hereof) or its designee, executed by manual or facsimile signature of the Mayor or Mayor Pro -Tern
and City Secretary of the Issuer, approved by the Attorney General, and registered and manually
signed by the Comptroller, will be delivered to the Initial Purchaser or its designee. Upon payment
for the Initial Bond, the Paying Agent/Registrar shall cancel the Initial Bond and deliver to DTC
on behalf of such Initial Purchaser one registered definitive Bond for each maturity of the Bonds,
in the aggregate principal amount of all of the Bonds for such maturity.
(h) With respect to any optional redemption of the Bonds, unless certain prerequisites to
such redemption required by the Ordinance have been met and money sufficient to pay the
principal of and premium, if any, and interest on the Bonds to be redeemed will have been received
by the Paying Agent/Registrar prior to the giving of such notice of redemption, such notice will
state that said redemption may, at the option of the Issuer, be conditional upon the satisfaction of
such prerequisites and receipt of such money by the Paying Agent/Registrar on or prior to the date
fixed for such redemption or upon any prerequisite set forth in such notice of redemption. If a
conditional notice of redemption is given and such prerequisites to the redemption are not fulfilled,
such notice will be of no force and effect, the Issuer will not redeem such Bonds, and the Paying
Agent/Registrar will give notice in the manner in which the notice of redemption was given, to the
effect that such Bonds have not been redeemed.
Section 4. DTC REGISTRATION. The Bonds initially shall be issued and delivered in
such manner that no physical distribution of the Bonds will be made to the public, and The
Depository Trust Company ("DTC"), New York, New York, initially will act as depository for the
Bonds. DTC has represented that it is a limited purpose trust company incorporated under the law
A the State of New York, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered under Section 17A of the Securities Exchange Act of 1934, as amended, and the Issuer
accepts, but in no way verifies, such representations. Immediately upon delivery of the Initial
Bond to the Initial Purchaser, the Paying Agent/Registrar shall cancel such Initial Bond, and
substitute Bonds shall be delivered to and registered in the name of CEDE & CO., the nominee of
DTC. It is expected that DTC will hold the Bonds on behalf of the Initial Purchaser and its
respective participants. So long as each Bond is registered in the name of CEDE & CO., the Paying
Agent/Registrar shall treat and deal with DTC the same in all respects as if it were the actual and
beneficial owner thereof. It is expected that DTC will maintain a book -entry system that will
identify ownership of the Bonds in integral amounts of $5,000, with transfers of ownership being
effected on the records of DTC and its participants pursuant to rules and regulations established
by them, and that the Bonds initially deposited with DTC shall be immobilized and not be further
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B
exchanged for substitute Bonds except as hereinafter provided. The Issuer is not responsible or
liable for any function of DTC, will not be responsible for paying any fees or charges with respect
to its services, will not be responsible or liable for maintaining, supervising, or reviewing the
records of DTC or its participants, or protecting any interests or rights of the beneficial owners of
the Bonds. It shall be the duty of the DTC Participants, as defined in the Official Statement herein
approved, to make all arrangements with DTC to establish this book -entry system, the beneficial
ownership of the Bonds, and the method of paying the fees and charges of DTC. The Issuer does
not represent, nor does it in any respect covenant that the initial book -entry system establishment
with DTC will be maintained in the future. Notwithstanding the initial establishment of the
foregoing book -entry system with DTC, if for any reason any of the originally delivered Bonds is
duly filed with the Paying Agent/Registrar with proper request for transfer and substitution, as
provided for in this Ordinance, substitute Bonds will be duly delivered as provided in this
Ordinance, and there will be no assurance or representation that any book -entry system will be
maintained for such Bonds. To effect the establishment of the foregoing book -entry system, the
Mayor and the City Administrator of the Issuer are hereby authorized to execute a "Blanket Issuer
Letter of Representations" in the form provided by DTC to evidence the Issuer's intent to establish
said book -entry system.
Section 5. FORM OF BOND. The form of the Bond, including the form of Paying
Agent/Registrar's Authentication Certificate, the form of Assignment and the form of Registration
Certificate of the Comptroller to be attached only to the Initial Bond, shall be, respectively,
substantially in the form provided in EXHIBIT B attached hereto, with such appropriate variations,
omissions, or insertions as are permitted or required by this Ordinance.
Section 6. TAX LEVY. A special Interest and Sinking Fund (the "Interest and Sinking
Fund") is hereby created solely for the benefit of the Bonds, and the Interest and Sinking Fund
shall be established and maintained by the Issuer at an official depository bank of the Issuer. The
Interest and Sinking Fund shall be kept separate and apart from all other funds and accounts of the
Issuer, and shall be used only for paying the interest on and principal of the Bonds. All ad valorem
taxes levied and collected for and on account of the Bonds shall be deposited, as collected, to the
credit of the Interest and Sinking Fund. During each year while any of the Bonds or interest
thereon are outstanding and unpaid, the governing body of the 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 the Bonds as such interest comes due, and to provide and maintain a sinking
fund adequate to pay the principal of its Bonds as such principal matures; and said tax shall be
based on the latest approved tax rolls of the Issuer, with full allowance 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 the Issuer for each year
while any of the Bonds or interest thereon 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 the Bonds, as such interest comes due and such principal matures, are hereby pledged
for such payment, within the limit prescribed by law.
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Section 7. DEFEASANCE OF BONDS. (a) Any Bond and the interest thereon shall be
deemed to be paid, retired and no longer outstanding (a "Defeased Bond") within the meaning of
this Ordinance, except to the extent provided in subsection (d) of this Section 7, when payment of
the principal of such Bond, plus interest thereon to the due date (whether such due date be by
reason of maturity or otherwise) either (i) shall have been made or caused to be made in accordance
with the terms thereof, or (ii) shall have been provided for on or before such due date by irrevocably
depositing with or making available to the Paying Agent/Registrar in accordance with an escrow
agreement or other instrument (the "Future Escrow Agreement") for such payment (1) lawful
money of the United States of America sufficient to make such payment or (2) Defeasance
Securities that mature as to principal and interest in such amounts and at such times as will insure
the availability 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 Bonds shall have become due and payable. At such time as a Bond shall be deemed
to be a Defeased Bond hereunder, as aforesaid, such Bond and the interest thereon shall no longer
be secured by, payable from, or entitled to the benefits of, the ad valorem taxes or revenues herein
levied and pledged as provided in this Ordinance, and such principal and interest shall be payable
solely from such money or Defeasance Securities. Notwithstanding any other provision of this
Ordinance to the contrary, it is hereby provided that any determination not to redeem Defeased
Bonds that is made in conjunction with the payment arrangements specified in subsection 7(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 Bonds for redemption;
(2) gives notice of the reservation of that right to the Registered Owners of the Defeased Bonds
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
oI 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 Bonds 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 Bonds 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 7(a)(i) or (ii). All income from such Defeasance Securities received by the Paying
Agent/Registrar that is not required for the payment of the Defeased Bonds, 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 discharge obligations such as the Bonds.
(d) Until all Defeased Bonds shall have become due and payable, the Paying
Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Bonds the
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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 d%, ase less than all of the principal amount of
Bonds of a maturity, the Paying Agent/Registrar shall select, or cause to be selected, such amount
A Bonds by such random method as it deems fair and appropriate.
Section 8. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS.
(a) Replacement Bonds. In the event any outstanding Bond is damaged, mutilated, lost,
stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered,
a new bond of the same principal amount, maturity, and interest rate, as the damaged, mutilated,
lost, stolen, or destroyed Bond, in replacement for such Bond in the manner hereinafter provided.
(b) Application for Replacement Bonds. Application for replacement of damaged,
mutilated, lost, stolen, or destroyed Bonds shall be made by the Registered Owner thereof to the
Paying Agent/Registrar. In every case of loss, theft, or destruction of a Bond, the Registered
Owner applying for a replacement bond shall furnish to the Issuer and to the Paying
Agent/Registrar such security or indemnity as may be required by them to save each of them
harmless from any loss or damage with respect thereto. Also, in every case of loss, theft, or
destruction of a Bond, the registered owner shall furnish to the Issuer and to the Paying
Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such Bond, as the
case may be. In every case of damage or mutilation of a Bond, the registered owner shall surrender
to the Paying Agent/Registrar for cancellation the Bond so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the
event any such Bond shall have matured, and no default has occurred that is then continuing in the
payment of the principal of, redemption premium, if any, or interest on the Bond, the Issuer may
authorize the payment of the same (without surrender thereof except in the case of a damaged or
mutilated Bond) instead of issuing a replacement Bond, provided security or indemnity is
furnished as above provided in this Section.
(d) Char e for Issuing Replacement Bonds. Prior to the issuance of any replacement bond,
the Paying Agent/Registrar shall charge the registered owner of such Bond with all legal, printing,
and other expenses in connection therewith. Every replacement bond issued pursuant to the
provisions of this Section by virtue of the fact that any Bond is lost, stolen, or destroyed shall
constitute a contractual obligation of the Issuer whether or not the lost, stolen, or destroyed Bond
shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of
this Ordinance equally and proportionately with any and all other Bonds duly issued under this
Ordinance.
(e) Authority for Issuing Replacement Bonds. In accordance with Texas Government
Code Chapter 1201, Subchapter D, this Section 8 of this Ordinance shall constitute authority for
the issuance of any such replacement bond without necessity of further action by the governing
body of the Issuer or any other body or person, and the duty of the replacement of such bonds is
hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar
shall authenticate and deliver such Bonds in the form and manner and with the effect, as provided
in Section 3 of this Ordinance for Bonds issued in conversion and exchange for other Bonds.
Section 9. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND
COUNSEL'S OPINION AND ENGAGEMENT OF BOND COUNSEL AND FINANCIAL
ADVISOR; CUSIP NUMBERS.
(a) The Mayor of the Issuer is hereby authorized to have control of the Initial Bond and all
necessary records and proceedings pertaining to the Bonds pending their delivery and their
investigation, examination, and approval by the Attorney General, and their registration by the
Comptroller. Upon registration of the Bonds said Comptroller (or a deputy designated in writing
to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate attached
to such Bonds, 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 Bonds 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 Bonds.
(b) The obligation of the Initial Purchaser to accept delivery of the Bonds is subject to the
Initial Purchaser being furnished with the final, approving opinion of McCall, Parkhurst &
Horton L.L.P., bond counsel to the Issuer, which opinion shall be dated as of and delivered on the
date of initial delivery of the Bonds to the Initial Purchaser. The engagement of such firm as bond
counsel to the Issuer in connection with issuance, sale and delivery of the Bonds 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 of the Issuer, and the Mayor is hereby authorized to execute such
engagement letter.
Section 10. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE
BONDS.
(a) Covenants. The Issuer covenants to take any action necessary to assure, or refrain from
any action which would adversely affect, the treatment of the Bonds 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
Bonds or the projects financed or refinanced therewith (less amounts deposited to a reserve
fund, if any) are used for any "private business use," as defined in section 141(b)(6) of the
Code or, if more than 10 percent of the proceeds or the projects financed 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
0
arrangement, directly or indirectly, secure or provide for the payment of more than 10
percent of the debt service on the Bonds, 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 Bonds or the
projects financed or refinanced therewith (less amounts deposited into a reserve fund, if
any) then the amount in excess of 5 percent is used for a "private business use" which 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 which is greater than the lesser of
$5,000,000, or 5 percent of the proceeds of the Bonds (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 which would otherwise result in the Bonds
being treated as "private activity bonds" within the meaning of section 141(b) of the Code;
(5) to refrain from taking any action that would result in the Bonds 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 Bonds, directly or
indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire
investment property (as defined in section 148(b)(2) of the Code) which produces a
materially higher yield over the term of the Bonds, other than investment property acquired
with:
(A) proceeds of the Bonds 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 Bonds 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
Bonds;
(7) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as
proceeds of the Bonds, as maybe necessary, so that the Bonds do not otherwise contravene
the requirements of section 148 of the Code (relating to arbitrage);
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(8) to refrain from using the proceeds of the Bonds or proceeds of any prior bonds
to pay debt service on another issue more than 90 days after the date of issue of the Bonds
in contravention of the requirements of section 149(d) of the Code (relating to advance
refundings); and
(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 Bonds) 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 Bonds 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.
(b) Rebate Fund. In order to facilitate compliance with the above covenant (a)(9), 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 bondholders. The Rebate Fund is established for the additional purpose of
compliance with section 148 of the Code.
(c) Proceeds. 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 Obligations expended prior to the date of issuance
A the Bonds. 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 United
States Department of the Treasury pursuant thereto. In the event that regulations or rulings are
hereafter promulgated which modify or expand provisions of the Code, as applicable to the Bonds,
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 Bonds under section 103 of
the Code. In the event that regulations or rulings are hereafter promulgated which impose
additional requirements which are applicable to the Bonds, 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 Bonds under
section 103 of the Code. In furtherance of such intention, the Issuer hereby authorizes and directs
its Mayor, City Manager, and/or Finance Director to execute any documents, certificates or reports
required by the Code and to make such elections, on behalf of the Issuer, which may be permitted
by the Code as are consistent with the purpose for the issuance of the Bonds.
(d) Reimbursement. This Ordinance is intended to satisfy the official intent requirements
set forth in section 1.150-2 of the Treasury Regulations.
Section 11. DISPOSITION OF PROJECTS, The Issuer covenants that the property
financed or refinanced with the proceeds of the Bonds (the "Projects") 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 Bonds. For purpose of the foregoing, the Issuer may rely on an opinion of nationally-
11
recognized bond counsel that the action taken in connection with such sale or other disposition
will not adversely affect the tax-exempt status of the Bonds. For purposes of the foregoing, the
portion of the Projects comprising personal property and disposed in the ordinary course shall not
be treated as a transaction resulting in the receipt of cash or other compensation. For purposes
hereof, the Issuer shall not be obligated to comply with this covenant if it obtains an opinion that
such failure to comply will not adversely affect the excludability for federal income tax purposes
fiom gross income of the interest.
Section 12. ALLOCATION OF, AND LIMITATION ON, EXPENDITURES FOR THE
IMPROVEMENT PROJECTS. The Issuer covenants to account for the expenditure of sale
proceeds and investment earnings to be used for the Improvement Projects 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 Improvement Projects are completed. The foregoing
notwithstanding, the Issuer shall not expend sale proceeds or investment earnings thereon more
than 60 days after the earlier of (1) the fifth anniversary of the delivery of the Bonds, or (2) the
date the Bonds are retired, 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 Bonds 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.
Section 13. CONSTRUCTION FUND.
(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 General Obligation Bonds Construction Fund" (the
"Construction Fund") for use by the Issuer for payment of all lawful costs associated with the
acquisition and construction of the Improvement Projects 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 6 of this Ordinance.
(b) The Issuer may invest proceeds of the Bonds (including investment earnings thereon)
issued for Improvement Projects 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 Bonds will be used as soon as practicable for the purposes for which the Bonds 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 14. SALE OF BONDS AND APPROVAL OF OFFICIAL STATEMENT.
(a) The Bonds are hereby sold and shall be delivered to Robert W. Baird & Co.
Incorporated (the "Initial Purchaser") for the purchase price of $34,265,494.96, representing the
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aggregate principal amount of the Bonds of $32,465,000.00, plus a cash premium of
$1,800,494.96, pursuant to the terms of the Notice of Sale and Bidding Instructions, Official Bid
Form, and Preliminary Official Statement dated as of September 2, 2022, as amended on
September 12, 2022. The Bonds shall initially be registered in the name of such Initial Purchaser
or its designee. It is officially found, determined, and declared that the Bonds have been sold at
public sale to the bidder offering the lowest interest cost, after receiving sealed bids pursuant to
the Notice of Sale and Bidding Instructions, Official Bid Form, and Preliminary Official Statement
prepared and distributed in connection with the sale of the Bonds. Said Notice of Sale and Bidding
Instructions, Official Bid Form, and Preliminary Official Statement, and any addenda, supplement,
or amendment thereto have been and are hereby approved by the governing body of the Issuer, and
their use in the offer and sale of the Bonds is hereby approved.
(b) The Issuer hereby approves the form and content of the Official Statement relating to
the Bonds and any addenda, supplement or amendment thereto, and approves the distribution of
such Official Statement in the reoffering of the Bonds 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.
Section 15. INTEREST EARNINGS ON BOND PROCEEDS; USE OF ACCRUED
INTEREST AND PREMIUM RECEIVED FROM SALE OF BONDS.
(a) Interest Earnings. Interest earnings derived from the proceeds deposited to the Issuer's
construction fund shall be retained therein and used for the purpose of constructing the
Improvement Projects, provided that after the completion of the Improvement Projects, any
amounts remaining therein shall be deposited to the Interest and Sinking Fund for the Bonds. It is
further provided, however, that any interest earnings on bond proceeds that are required to be
rebated to the United States of America pursuant to Section 10 hereof in order to prevent the Bonds
from being arbitrage bonds shall be so rebated and not considered as interest earnings for the
purposes of this Section.
(b) Use of Accrued Interest and Premium. There is no accrued interest received from the
sale of the Bonds. The Bonds are being sold at a cash premium of $1,800,494.96, which cash
premium is being applied as follows: the amount of $1,535,000.00 being deposited to the
Construction Fund authorized by Section 13 hereof for the purpose of paying lawful costs of the
Projects, and the amount of $265,494.96 being applied to pay the costs of issuance. Therefore, the
voted authorization of Bonds which are being issued pursuant to the Election is $34,000,000.00
($32,465,000.00 in principal amount, plus $1,535,000.00 in premium being allocated to the
Construction Fund) with the balance of voted but unissued bonds authorized at the Election being
$15,440,000.
Section 16. METHOD OF AMENDMENT. The Issuer hereby reserves the right to amend
this Ordinance subject to the following terms and conditions, to -wit:
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(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 Bond Counsel materially adversely affect the interests of the holders.
(b) Except as provided in paragraph (a) above, the holders of Bonds aggregating in
principal amount 51 % of the aggregate principal amount of then outstanding Bonds 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 Bonds,
nothing herein contained shall permit or be construed to permit amendment of the terms and
conditions of this Ordinance or in any of the Bonds so as to:
(1) Make any change in the maturity of any of the outstanding Bonds;
(2) Reduce the rate of interest borne by any of the outstanding Bonds;
(3) Reduce the amount of the principal of, or redemption premium, if any, payable on
any outstanding Bonds,
(4) Modify the terms of payment of principal or of interest or redemption premium on
outstanding Bonds or any of them or impose any condition with respect to such
payment; or
(5) Change the minimum percentage of the principal amount of the Bonds 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 Bonds a copy of the
proposed amendment.
(d) Whenever at any time within one year from the date of mailing of such notice the Issuer
shall receive an instrument or instruments executed by the holders of at least 51% in aggregate
principal amount of all of the Bonds then outstanding that are required for the amendment, which
instrument or instruments shall refer to the proposed amendment and which shall specifically
consent to and approve such amendment, the Issuer may adopt the amendment in substantially the
same form.
(e) Upon the adoption of any amendatory Ordinance pursuant to the provisions of this
Section, this Ordinance shall be deemed to be modified and amended in accordance with such
amendatory Ordinance, and the respective rights, duties, and obligations of the Issuer and all
holders of such affected Bonds shall thereafter be determined, exercised, and enforced, subject in
all respects to such amendment.
(f) Any consent given by the holder of a Bond pursuant to the provisions of this Section
shall be irrevocable for a period of six months from the date of such consent and shall be conclusive
and binding upon all future holders of the same bond during such period. Such consent may be
revoked at any time after six months from the date of said consent 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 Bonds then
outstanding, have, prior to the attempted revocation, consented to and approved the amendment.
(g) For the purposes of establishing ownership of the Bonds, the Issuer shall rely solely
upon the registration of the ownership of such bonds on the registration books kept by the Paying
Agent/Registrar,
Section 17. FURTHER PROCEDURES. The Mayor (or in the Mayor's absence, Mayor
Pro-Tem or Deputy Mayor Pro-Tem) and City Secretary of the Issuer, the City Manager of the
Issuer, and the Finance Director of the Issuer shall be and they are hereby expressly authorized,
empowered and directed from time to time and at any time to do and perform all such acts and
things and to execute, acknowledge and deliver in the name and under the corporate seal and on
behalf of the Issuer a Blanket Issuer Letter of Representations with DTC regarding the Book -
Entry -Only System, a Paying Agent/Registrar Agreement with the Paying Agent/Registrar and all
other instruments, whether or not herein mentioned, as may be necessary or desirable in order to
carry out the terms and provisions of this Ordinance, the Blanket Issuer Letter of Representations,
the Bonds, the Bond Purchase Agreement, the sale of the Bonds and the Official Statement.
Notwithstanding anything to the contrary contained herein, while the Bonds are subject to DTC's
Book -Entry -Only System and to the extent permitted by law, the Blanket Issuer Letter of
Representation is hereby incorporated herein and its provisions shall prevail over any other
provisions of this Ordinance in the event of conflict. In case any officer whose signature shall
appear on any Bond shall cease to be such officer before the delivery of such Bond, such signature
shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained
in office until such delivery.
Section 18. 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
15
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
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 intereet 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 Bonds:
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 Bonds, or other material events affecting the tax-exempt status of the
Bonds;
7. Modifications to rights of bondholders, if material;
8. Bond calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds, 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
16
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
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 Bonds within the meaning of the Rule, except that the Issuer in any
event will give the notice required by Subsection (d) hereof of any Bond 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 Bonds, 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 Bonds at any future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO
THE REGISTERED OWNER OR BENEFICIAL OWNER OF ANY BOND OR ANY
17
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
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 may be 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 Bonds in the primary offering of the Bonds 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 Bonds
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 Bonds. 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 Bonds in the primary offering of the Bonds.
(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.
(ii) "Rule" means SEC Rule 15c2 12, as amended from time to time.
(iii) "SEC" means the United States Securities and Exchange Commission.
(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 19. APPROPRIATION. To pay the debt service coming due on the Bonds prior
to receipt of the taxes levied to pay such debt service, if any, there is hereby appropriated from
current funds on hand, which are hereby certified to be on hand and available for such purpose, an
amount sufficient to pay such debt service, and such amount shall be used for no other purpose.
Section 20. INCONSISTENT PROVISIONS. All ordinances, orders, or resolutions of the
City Council, or parts thereof, that are in conflict or inconsistent with any provision of this
Ordinance are hereby repealed to the extent of such conflict and the provisions of this Ordinance
shall be and remain controlling as to the matters contained herein.
Section 21. GOVERNING LAW. This Ordinance shall be construed and enforced in
accordance with the laws of the State of Texas and the United States of America.
Section 22. SEVERABILITY. If any provision of this Ordinance or the application thereof
to any circumstance shall be held to be invalid, the remainder of this Ordinance and the application
thereof to other circumstances shall nevertheless be valid, and this governing body hereby declares
that this Ordinance would have been enacted without such invalid provision.
Section 23. CONTINUED PERFECTION OF 5ECURTTY INTEREST. Chapter 1208,
Texas Government Code, applies to the issuance of the Bonds and the pledge %J the ad valorem
taxes granted by the Issuer under Section 6 of this Ordinance, and such pledge is therefore valid,
effective, and perfected. If Texas law is amended at any time while the Bonds are outstanding and
unpaid such that the pledge of the taxes granted by the Issuer under Section 6 of this Ordinance is
to be subject to the filing requirements of Chapter 9, Texas Business and Commerce Code, then in
order to preserve to the registered owners of the Bonds the perfection of the 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 and
Commerce Code and enable a filing to perfect the security interest in said pledge to occur.
Section 24. 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 (an "Event of Default"):
(i) the failure to make payment of the principal of or interest on any of the Bonds 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, 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.
Section 25. REMEDIES FOR DEFAULT. (a) 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 or the
City Council of the Issuer, as appropriate 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.
(b) It is provided that all such proceedings shall be instituted and maintained for the equal
benefit of all Registered Owners of Bonds then outstanding.
Section 26. REMEDIES NOT EXCLUSIVE. (a) 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 Bonds 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 Bonds shall not be available as a remedy under this Ordinance.
(b) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver
of any other available remedy.
(c) By accepting the delivery of a Bond 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 directors of the Issuer or the City Council of
the Issuer.
[Remainder of page intentionally left blank]
20
PASSED, APPROVED AND EFFECTIVE this September 13, 2022.
ATTEST:
Carrie L. Land, City Secretary, City of Anna, Texas
Nate Pike, Mayor, City of Anna, Texas
[CITY SEAL]
Signature Page to
AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF CITY OF ANNA,
TEXAS GENERAL OBLIGATION BONDS, SERIES 2022; LEVYING AN ANNUAL AD
VALOREM TAX AND PROVIDING FOR THE SECURITY FOR AND PAYMENT OF
SAID BONDS; APPROVING AN OFFICIAL STATEMENT; AND ENACTING OTHER
PROVISIONS RELATING TO THE SUBJECT
EXHIBIT A
(a) Form of Bond. The form of the Bond, including the form of Paying Agent/Registrar's
Authentication Certificate, the form of Assignment and the form of Registration Certificate of the
Comptroller to be attached only to the Initial Bond, shall be, respectively, substantially as follows,
with such appropriate variations, omissions, or insertions as are permitted or required by this
Ordinance.
NO. R-
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF ANNA, TEXAS
GENERAL OBLIGATION BOND, SERIES 2022
INTEREST RATE DELIVERY DATE MATURITY DATE
October 11, 2022 February 15, 20_
REGISTERED OWNER:
PRINCIPAL AMOUNT:
PRINCIPAL
AMOUNT
CUSIP NO.
DOLLARS
ON THE MATURITY DATE specified above, CITY OF ANNA, TEXAS in Collin
County, Texas (the "Issuer"), being a political subdivision of the State of Texas, hereby promises
to pay to the Registered Owner set forth above, or registered assigns (hereinafter called the
"Registered Owner") the principal amount set forth above, and to pay interest thereon from the
Delivery Date set forth above, on February 15, 2023 and on each August 15 and February 15
thereafter to the Maturity Date specified above, or the date of redemption prior to maturity, at the
interest rate per annum specified above; except that if this Bond 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 Bond or Bonds, if any, for which this Bond is being exchanged or converted from
is due but has not been paid, then this Bond shall bear interest from the date to which such interest
has been paid in full.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the
United States of America, without exchange or collection charges. The principal of this Bond shall
be paid to the registered owner hereof upon presentation and surrender of this Bond at maturity,
or upon the date fixed for its redemption prior to maturity, at the corporate trust office of Regions
Bank in Houston, Texas which is the "Paying Agent/Registrar" for this Bond. The payment of
interest on this Bond shall be made by the Paying Agent/Registrar to the registered owner hereof
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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 the Bonds (the `Bond 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 at the close of
business on the last business day of the month next preceding each such date (the "Record Date"),
on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. In
addition, 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
A 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
Bond 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 Bond prior
to maturity as provided herein shall be paid to the registered owner upon presentation and surrender
A this Bond for payment at the principal corporate trust office of the Paying Agent/Registrar. The
Issuer covenants with the registered owner of this Bond that on or before each principal payment
date and interest payment date for this Bond it will make available to the Paying Agent/Registrar,
from the "Interest and Sinking Fund" created by the Bond Ordinance, the amounts required to
provide for the payment, in immediately available funds, of all principal of and interest on the
Bonds, when due.
IF THE DATE for any payment due on this Bond shall be a Saturday, Sunday, a legal
holiday, or a day on which banking institutions in the city where the principal corporate trust office
A the Paying Agent/Registrar is located are authorized by law or executive order to close, then the
date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal
holiday, or day on which banking institutions are authorized to close, and payment on such date
shall have the same force and effect as if made on the original date payment was due.
THIS BOND is one of a series of Bonds dated as of September 1, 2022, authorized in
accordance with the Constitution and laws of the State of Texas in the principal amount of
$32,465,000 for the public purposes of (i) constructing and acquiring a fire station and related
improvements and equipment, (ii) acquiring, designing, construction and equipping a community
library that includes multipurpose meeting spaces and classrooms, (iii) acquiring, designing,
constructing, and equipping parks and recreation facilities, including without limitation land
acquisition, feasibility studies, park improvements, recreation and sports facilities, and (iv) paying
costs of issuance of the Bonds.
A-2
ON FEBRUARY 153 2032, or any date thereafter, the Bonds of this series maturing on and
after February 15, 2033 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 Bonds, or portions thereof, to be redeemed shall be selected and designated by
the Issuer (provided that a portion of a Bond 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.
AT LEAST THIRTY days prior to the date fixed for any redemption of Bonds 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
Bond to be redeemed at its address as it appeared on the day such notice of redemption is mailed
and to major securities depositories, national bond rating agencies and bond information services;
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 Bond. By the date fixed for any such redemption, due
provision shall be made with the Paying Agent/Registrar for the payment of the required
redemption price for the Bonds or portions thereof which are to be so redeemed. If such written
notice of redemption is sent and if due provision for such payment is made, all as provided above,
the Bonds or portions thereof which 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 Bond shall be redeemed a substitute Bond or Bonds
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 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 Bond Ordinance.
ALL BONDS OF THIS SERIES are issuable solely as fully registered Bonds, without
interest coupons, in the denomination of $5,000 in principal amount or any integral multiple
thereof. As provided in the Bond Ordinance, this Bond 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 amount of fully registered Bonds, without interest coupons, payable to the
appropriate registered owner, assignee or assignees, as the case may be, having any authorized
denomination or denominations as requested in writing by the appropriate Registered Owner,
assignee or assignees, as the case may be, upon surrender of this Bond to the Paying
Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the
Bond Ordinance. Among other requirements for such assignment and transfer, this Bond must be
presented and surrendered to the Paying Agent/Registrar, together with proper instruments of
assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar,
evidencing assignment of this Bond or any portion or portions hereof in any authorized
denomination to the assignee or assignees in whose name or names this Bond or any such portion
or portions hereof is or are to be registered. The form of Assignment printed or endorsed on this
A-3
Bond 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 Bond 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
Bond 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 or exchange
with respect to Bonds (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 Bond 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 Bonds is changed by the Issuer,
resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Bond Ordinance that
it promptly will appoint a competent and legally qualified substitute therefor, and cause written
notice thereof to be mailed to the registered owners of the Bonds.
TT IS HEREBY certified, recited, and covenanted that this Bond has been duly and validly
authorized, issued, and delivered; that all acts, conditions, and things required or proper to be
performed, exist, and be done precedent to or in the authorization, issuance and delivery of this
Bond have been performed, existed, and been done in accordance with law; that this Bond is a
general obligation of the Issuer, issued on the full faith and credit thereof; and that ad valorem
taxes sufficient to provide for the payment of the interest on and principal of this Bond, as such
interest comes due, and as such principal matures, have been levied and ordered to be levied against
all taxable property in the Issuer, and have been pledged for such payment, within the limit
prescribed by law.
THE ISSUER ALSO HAS RESERVED THE RIGHT to amend the Bond Ordinance as
provided therein, and under some (but not all) circumstances amendments thereto must be
approved by the Registered Owners of a majority in aggregate principal amount of the outstanding
Bonds.
BY BECOMING the Registered Owner of this Bond, the Registered Owner thereby
acknowledges all of the terms and provisions of the Bond Ordinance, agrees to be bound by such
terms and provisions, acknowledges that the Bond Ordinance is duly recorded and available for
inspection in the official minutes and records of the governing body of the Issuer, and agrees that
the terms and provisions of this Bond and the Bond Ordinance constitute a contract between each
Registered Owner hereof and the Issuer.
A-4
IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual
or facsimile signature of the Mayor or Mayor Pro-Tem of the Issuer and countersigned with the
manual or facsimile signature of the City Secretary of the Issuer, and has caused the official seal
of the Issuer to be duly impressed, or placed in facsimile, on this Bond.
City Secretary
(SEAL)
Mayor
(b) Form of Pang Agent/Registrar's Authentication Certificate.
PAYING AGENT/REGISTRAR' S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an
executed Registration Certificate of the Comptroller
of Public Accounts of the State of Texas)
It is hereby certified that this Bond has been issued under the provisions of the Bond
Ordinance described in the text of this Bond; and that this Bond has been issued in conversion or
replacement of, or in exchange for, a bond, bonds, or a portion of a bond or bonds of a Series
which originally was approved by the Attorney General of the State of Texas and registered by the
Comptroller of Public Accounts of the State of Texas.
Date of authentication:
Regions Bank
Houston, Texas
Paying Agent/Registrar
By:
Authorized Signatory
A-5
(c) Form of Assignment.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto:
Please insert Social Security or Taxpayer Identification Number of Transferee
Please print or type Warne and address, including zip code of Transferee
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints:
, attorney, to register the transfer of the within Bond
on the books kept for registration thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: 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
Bond in every particular, without alteration or
enlargement or any change whatsoever.
(d) Form of Registration Certificate of the Comptroller.
REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER §
OF PUBLIC ACCOUNTS § REGISTER NO.
OF THE STATE OF TEXAS §
I HEREBY CERTIFY that there is on file and of record in my office a certificate of the
Attorney General of the State of Texas to the effect that this Bond has been examined by him as
required by law, that he finds that it has been issued in conformity with the Constitution and laws
A the State of Texas, and that it is a valid and binding obligation of City of Anna, Texas, and that
this Bond has this day been registered by me.
WITNESS MY SIGNATURE AND SEAL this
(COMPTROLLER' S SEAL)
Comptroller of Public Accounts
of the State of Texas
A-7
(f) Insertions for the Initial Bond.
The initial Bond shall be in the form set forth in paragraph (a) of this Form %J Bond,
except that:
(A) immediately under the name of the Bond, 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:
"CITY OF ANNA, TEXAS (the "Issuer"), being a political subdivision located in Collin
County, Texas, hereby promises to pay to the Registered Owner specified above, or
registered assigns (hereinafter called the "Registered Owner"), on the dates, in the principal
amounts and bearing interest at the per annum rates set forth in the following schedule:
[Information from Section 2(b) of the Bond Ordinance to be inserted]
The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on
the basis of a 3Wday year of twelve 30-day months) from the Delivery Date above at the
respective Interest Rate per annum specified above. Interest is payable on February 15,
2023 and on each August 15 and February 15 thereafter to the date of payment of the
Principal Amounts specified above, or the date of redemption prior to maturity; except,
that if this Bond 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 Bond or Bonds, if any, for which this Bond is being exchanged
is due but has not been paid, then this Bond shall bear interest from the date to which such
interest has been paid in full."
(C) The Initial Bond shall be numbered "T-l."
PASSED, APPROVED AND EFFECTIVE this September I35 2022.
ATTEST:
Carrie L. Land, (:rty Secretary
tiaa4oniRul,rrr��
� a
kk
a 0ITY SUAL]
Signature Page to
AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF CITY OF ANNA,
TEXAS GENERAL OBLIGATION BONDS, SERIES 2022; LEVYING AN ANNUAL AD
VALOREM TAX AND PROVIDING FOR THE SECURITY FOR AND PAYMENT OF
SAID BONDS; APPROVING AN OFFICIAL STATEMENT; AND ENACTING OTHER
PROVISIONS RELATING TO THE SUBJECT
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 your Preliminary Official Statement and Official Notice of Sale and Bidding Instructions, dated September 2, 2022 of
$325465,000 CITY OF ANNA, TEXAS, GENERAL OBLIGATION BONDS, SERIES 2022 (the "Bonds"), both of which constitute a part
hereof.
For your legally issued Bonds, as described in said Official Notice of Sale and Preliminary Official Statement, we will pay you par, plus a
cash premium of $1,800,494.96 for Bonds maturing and bearing interest as follows:
Principal Interest Principal Interest Principal Interest
Maturity Amount Rate Maturity Amount Rate Maturity Amount Rate
2/15/2024 $ 205,000 5.000% 2/15/2030 $ I,485,000 5.000% 2/15/2037 $2,1055000 5.000%
2/15/2025 780,000 4.000% 2/15/2031 1,5605000 5.000% 2/15/2038 2,2003000 4.000%
2/15/2026 13240,000 5.000% 2/15/2032 19640,000 5.000% 2/15/2039 2,2905000 4.000%
2/15/2027 11295,000 4.000% 2/15/2033 13725,000 5.000% 2/15/2040 25385,000 4.125%
2/15/2028 1,3505000 4.000% 2/15/2034 15810,000 5.000% 2/15/2041 2,485,000 4.125%
2/15/2029 1,410,000 5.000% 2/15/2035 13905,000 5.000% 2/15/2042 21595,000 4.250%
2/15/2036 25000,000 5.000%
Of the principal maturities set forth in the table above, term Bonds have been created as indicated in the following table (which may include
multiple term Bonds, one term bond or no term bond if none is indicated). For those years which have been combined into a "Term Bond", 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 Bonds created are as follows:
Maturity Date
February 15
Year of
First Mandatory
Redemption
PREMIUM (DISCOUNT)
TRUE INTEREST COST
Principal
Interest
Amount
Rate
$
$
$1800494.96
3.916371%
The Initial Bonds shall be registered in the name of which will, upon payment for the Bonds,
be cancelled by the Paying Agent/Registrar. The Bonds will then be registered in the name of Cede & Co. (OTC's partnership nominee),
under the Book -Entry -Only System.
A bank cashier's check or certified check of the Bank, , in the amount of $624,600.00, 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 Bonds utilizing the Book -Entry -Only System through DTC and make payment for the Initial Bond in
immediately available funds in the Corporate Trust Division, Regions Bank, Houston, Texas, not later than 10:00 AM, CDT, on October 11,
2022, or thereafter on the date the Bonds 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 Bonds to complete the DTC Eligibility Questionnaire.
The Purchaser hereby represents and verifies that the Purchaser is 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 Bonds 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 Bonds, 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 Bonds, 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, nor 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 Bonds, 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 Bonds, 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 Bonds, a certificate relating
to the "issue price" of the Bonds in the form and to the effect accompanying the Notice of Sale and Bidding Instructions, with such changes
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 Bonds, 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 after the award.
Respectfully submitted,
Robert W, Baird & Vol Inc.
Name of Underwriter or Manager
Charles Galarza
Authorized Representative
732-576-4410
Phone Nun car � �000
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 Ej day of September, 4uzz.
ATTEST:
City Secretary
City of Anna, Texas
Mayor
City of Anna, Texas
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 after the award.
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 131 day of September, 2022.
ATTEST:
City Secretary
City of Anna, Texas
City of Anna, Texas
5
GENERAL AND NO -LITIGATION CERTIFICATE
We, the undersigned, Mayor and City Secretary of the City of Anna, Texas (the "City"), hereby
certify the following information:
I. General
l . l This certificate relates to the City of Anna, Texas General Obligation Bonds, Series 2022,
in the aggregate principal amount of $32,465,000 (the "Bonds"). Capitalized terms shall have the
meanings assigned to such terms in the ordinance authorizing the issuance of the Bonds. The
certifications herein are as of this the 5th day of October, 2022.
1.2 The City is a duly incorporated Home Rule City, having more than 5,000 inhabitants,
operating under the Constitution and laws of the State of Texas and the duly adopted Home Rule Charter
of the City. The Charter has not been amended since the date of approval by the Attorney General of the
State of Texas of the most recently issued series of outstanding obligations of the City.
1.3 As of the date hereof, the members of the City Council and certain other officers of the
City are as follows:
Nate Pike, Mayor
Lee Miller, Mayor Pro Tem
Randy Atchley, Deputy Mayor Pro -Tern
Stan Carver II, Council Member
Kevin Toten, Council Member
Danny Ussery, Council Member
Pete Cain, Council Member
Jim Proce, City Manager
Carrie Land, City Secretary
1.4 The total principal amount of the presently outstanding general obligation indebtedness
of the City, excluding the proposed Bonds and excluding the City's proposed Combination Tax and
Revenue Certificates of Obligation, Series 2022, is $52,593,000.
1.5 The assessed value of property for the purpose of taxation in the City as shown by its
official tax rolls for tax year 2022, being its latest approved official assessment rolls, is $1,775,593,806,
which does not include the amount of any exemptions to which property otherwise subject to taxation was
entitled pursuant to applicable provisions of the Constitution and laws of the State of Texas.
1.6 The debt service requirements of the City's outstanding debt secured by a pledge of ad
valorem taxes, including the Bonds, are set forth in Table 8 of the Official Statement dated September 13,
2022, which table is incorporated herein.
1.7 A true and correct schedule of the savings to be realized by the proposed refunding is
attached hereto as Exhibit A.
1.8 The City is not in default in the payment of principal or interest on any of its outstanding
obligations; and neither the corporate existence nor boundaries of the City nor the title of its present
officers to their respective offices is being contested, and no authority or proceedings for the issuance of
the Bonds have been repealed, revoked, or rescinded.
1.9 one of the Refunded Obligations have been held in, or purchased for the account of, the
Interest and Sinking Fund created and maintained for the benefit of such obligations being so refunded, or
purchased with any money collected from any taxes levied for the benefit thereof and, except for the
funds transferred from the interest and sinking funds for the Refunded Obligations as set forth in the
sufficiency report relating to the issuance of the Bonds, if any, none of the Refunded Obligations will be
taken up and paid for with money in said interest and sinking funds and there is no money in said interest
and sinking funds with which to pay the principal of any of said Refunded Obligations,
1.10 The City has received all required disclosure filings under Section 2252.908 of the Texas
Government Code in connection with the authorization and issuance of the Bonds and has notified the
Texas Ethics Commission ("TEC") of its receipt of such filings by acknowledging such filings in
accordance with TEC's rules.
1.11 In all matters relating to ordering, giving notice and holding the election at which the
Bonds were authorized (the "Election"), the City complied with applicable provisions of the Federal
Voting Rights Act of 1975 and the Texas Election Code, including particularly those provisions of the
Texas Election Code pertaining to bilingual requirements.
1.12 The City certifies that it will comply with the provisions of Section 252.051, Texas Local
Government Code, as amended, to wit: the City will not purchase property wholly or partly with bond
proceeds until the Issuer obtains an independent appraisal of the property's market value.
II. Signature Identification and No -Litigation
2.1 The undersigned Mayor and City Secretary officially executed and signed the Bonds,
including the initial Bond to be delivered to the purchaser thereof (the "Initial Bond"), and each copy of
the Official Statement, by manual signature or by causing facsimiles of our manual signatures to be
imprinted or lithographed on each of the Bonds and each copy of the Official Statement, and 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 Bonds and each copy of the
Official Statement; at the time we so executed and signed the Bonds and Official Statement 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; and we have caused the official seal of the City to be
impressed, printed, lithographed, stamped or otherwise placed on each of the Bonds, and said seal on the
Bonds has been duly adopted as, and is hereby declared to be, the official seal of the City.
2.2 The Bonds, including the Initial Bond, are substantially in the form, and have been duly
executed and signed in the manner prescribed in the ordinance authorizing the issuance of the Bonds.
2.3 No litigation is pending or, to our knowledge, threatened in any court to restrain or enjoin
the issuance or delivery of the Bonds, the levy or the collection of the ad valorem taxes pledged or to be
pledged to pay the principal of and interest on the Bonds, or the pledge thereof, or in any way contesting
or affecting the validity of the Bonds, the ordinance authorizing the issuance of the Bonds, the powers of
the City or contesting the authorization of the Bonds or such ordinance, or contesting in any way the
accuracy, completeness or fairness of the Official Statement relating to the Bonds.
2
2.4. 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 Bonds and has notified
the Texas Ethics Commission ("TEC") of its receipt of such filings by acknowledging such filings in
accordance with TEC's rules.
2.5. The Attorney General is hereby authorized and directed to date this Certificate
concurrently with the date of approval of the Bonds. If any litigation or contest should develop pertaining
to the Bonds 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 Bonds are approved, unless the Attorney General is notified otherwise as aforesaid.
2.6. 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.
2.7 The Issuer 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 Bonds, 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 respective contract.
2.8. The Issuer 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.
2.9. The Issuer 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 of 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)
EXECUTED AND DELIVERED as of Lite date first written above.
MANUAL SIGNATURES
OFFICIAL TITLES
Mayor Pro-Tem, City of Anna, Texas
City Secretary, City of Anna, Texas
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 Seal)
Notary Public
General and No -Litigation Certificate relating to
City of Anna, Texas General Obligation Bonds, Series 2022
2022.
PAYING AGENUREGISTRAR AGREEMENT
THIS AGREEMENT entered into as of September 1, 2022, (this "Agreement"), by and between
the City of Anna, Texas (the "Issuer"), and Regions Bank (the "Bank").
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the issuance of its General
Obligation Bonds, Series 2022 (the "Security") in the aggregate principal amount of $32,465,000, such
Security to be issued in fully registered form only as to the payment of principal and interest thereon; and
WHEREAS, the Security is scheduled to be delivered to the initial purchaser thereof on or about
, 2022; and
WHEREAS, the Issuer has selected the Bank to seine as Paying Agent/Registrar in connection
with the payment of the principal of, premium, if any, and interest on said Security and with respect to the
registration, transfer and exchange thereof by the registered owners thereof; and
WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the Issuer and
has full power and authority to perform and serve as Paying Agent/Registrar for the Security;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS
PAYING AGENT AND REGISTRAR
Section 1.01. Appointment.
The Issuer hereby appoints the Bank to serve as Paying Agent with respect to the Security. As
Paying Agent for the Security, the Bank shall be responsible for paying on behalf of the Issuer the
principal, premium (if any), and interest on the Security as the same become due and payable to the
registered owners thereof, all in accordance with this Agreement and the "Order" (hereinafter defined).
The Issuer hereby appoints the Bank as Registrar with respect to the Security. As Registrar for
the Security, the an shall keep and maintain for and on behalf of the Issuer books and records as to the
ownership of said Security and with respect to the transfer and exchange thereof as provided herein and in
the "Order."
The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and Registrar
for the Security.
Section 1.02. Compensation.
In consideration of the sale of the Security to the Bank by the Issuer, no compensation will be
owing to the Bank for its services hereunder. The Issuer agrees to reimburse the Bank upon its request for
all reasonable expenses, disbursements and advances incurred or made by the Bank in accordance with
any of the provisions hereof (including the reasonable compensation and the expenses and disbursements
of its agents and counsel).
In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Bank in accordance with any of the provisions
hereof (including the reasonable compensation and the expenses and disbursements of its agents and
counsel).
ARTICLE TWO
DEFINITIONS
Section 2.01. Definitions.
For all purposes of this Agreement, except as otherwise expressly provided or unless the context
otherwise requires:
"Bank Office" means the principal corporate trust office of the Bank as indicated in Section 6.03
hereof. The Bank will notify the Issuer in writing of any change in location of the Bank Office.
"Fiscal Year" means the fiscal year of the Issuer, ending September 30.
"Holder" and "Security Holder" each means the Pelson in whose name a Security is registered in
the Security Register.
"Issuer Request" and "Issuer Order" means a written request or order signed in the name of the
Issuer by the President, Secretary, or other authorized officer of the Issuer, any one or more of
said officials, delivered to the Bank.
"Legal Holiday" means a day on which the Bank is r•equir•ed or authorized to be closed.
"Order" means the order, ordinance or resolution of the governing body of the Issuer pursuant to
which the Security is issued, certified by the Mayor, City Secretary or any other official of the
Issuer.
"Person" means any individual, corporation, partnership, joint venture, association, joint stock
company, trust, unincorporated organization or government or any agency or political subdivision
of a government.
"Predecessor Security" of any particular Security means every previous Security evidencing 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).
"Redemption Date" when used with respect to any Security to be redeemed means the date fixed
for such redemption pursuant to the terms of the Order.
"Responsible Officer" when used with respect to the Bank means the Chairman or Vice -
Chairman of the Board of Directors, the Chairman or Vice-chairman of the Executive Committee
of the Board of Directors, the President, any Vice President, the Secretary, any Assistant
Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust
Officer or Assistant Trust Officer, or any other 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 Security.
"Stated Maturity" means the date specified in the Order when the principal of a Security is
scheduled to be due and payable.
Section 2.02. Other Definitions.
The terms "Bank," Issuer," and "Security" have the meanings assigned to them in the recital
paragraphs of this Agreement.
The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties and
functions of this Agreement.
ARTICLE THREE
PAYING AGENT
Section 3.01. Duties of Paying Agent.
As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for
such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the principal of each Security at its
Stated Maturity or Redemption Date, to the Holder upon surrender of the Security to the Bank at the Bank
Office.
As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for
such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on the Security when
due, by computing the amount of interest to be paid each Holder and preparing and sending checks by
United States Mail, first class postage prepaid, on each payment date, to the Holder of the Security (or its
Predecessor Security) on the respective Record Date, to the address appearing on the Security Register or
by such other method, acceptable to the Bank, requested in writing by the Holder at the Holder's risk and
expense.
Section 3.02. Payment Dates.
The Issuer hereby instructs the Bank to pay the principal of and interest on the Security on the
dates specified in the Order.
ARTICLE FOUR
REGISTRAR
Section 4.01. 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 Holder of the Security, the transfer, exchange and replacement
of the Security and the payment of the principal of and interest on the Security to the Holder and
containing such other information as may be reasonably required by the Issuer and subject to such
reasonable regulations as the Issuer and the Bank may prescribe. All transfers, exchanges and
replacement of the Security shall be noted in the Security Register.
Every Security surrendered for transfer or exchange shall be duly endorsed or be accompanied by
a written instrument of transfer, the signature on which has been guaranteed by an officer of a federal or
state bank or a member of the Financial Industry Regulatory Authority, in form satisfactory to the Bank,
duly executed by the Holder thereof or his agent duly authorized in writing.
The Bank may request any supporting documentation it feels necessary to effect a re -registration,
transfer or exchange of the Security.
To the extent possible and under reasonable circumstances, the Bank agrees that, in relation to an
exchange or transfer of the Security, the exchange or transfer by the Holder thereof will be completed and
a new Security delivered to the Holder or the assignee of the Holder in not more than three (3) business
days after the receipt of the Security to be canceled in an exchange or transfer and the written instrument
of transfer or request for exchange duly executed by the Holder, or his duly authorized agent, in form and
manner satisfactory to the Paying Agent/Registrar,
SectionSecurities.
At any time when the Security is not subject to a book -entry -only system of registration and
transfer, the Issuer shall provide an adequate inventory of printed Securities to facilitate hansfers or
exchanges thereof. The Bank covenants that the inventory of printed Securities will be kept in
safekeeping pending their use, and reasonable care will be exercised by the Bank in maintaining such
Securities in safekeeping, which shall be not less than the care maintained by the Bank for debt securities
of other political subdivisions or corporations for which it serves as registrar, or that is maintained for its
own securities.
Section 4.03. Form of Security Register.
The Bank, as Registrar, will maintain the Security Register relating to the registration, payment,
transfer and exchange of the Security in accordance with the Bank's general practices and procedures in
effect from time to time. The Bank shall not be obligated to maintain such Security Register in any form
other than those which the Bank has currently available and currently utilizes at the time.
The Security Register may be maintained in written form or in any other form capable of being
converted into written form within a reasonable time.
Section 4.04. List of Security Holder.
The Bank will provide the Issuer at any time requested by the Issuer, upon payment of the
required fee, a copy of the information contained in the Security Register. The Issuer may also inspect
the information contained in the Security Register at any time the Bank is customarily open for business,
provided that reasonable time is allowed the Bank to provide an up-to-date listing or to convert the
information into written form.
The an will not release or disclose the contents of the Security Register to any person other
than to, or at the written request of, an authorized officer or employee of the Issuer, except upon receipt of
a court order or as otherwise required by law. Upon receipt of a court order and prior to the release or
disclosure of the contents of the Security Register, the Bank will notify the Issuer so that the Issuer may
contest the court order or such release or disclosure of the contents of the Security Register,
Section 4.05. Cancellation of Securities.
The Bank will, at such reasonable intervals as it determines, surrender to the Issuer, Securities in
lieu of which or in exchange for which other Securities have been issued, or which have been paid.
Section 4.06. Mutilated, Destroyed, Lost or Stolen Security.
The Issuer hereby instructs the Bank, subject to the applicable provisions of the Order, to deliver
and issue a Security in exchange for or in lieu of a mutilated, destroyed, lost, or stolen Security as long as
the same does not result in an overissuance.
In case any Security shall be mutilated, or destroyed, lost or stolen, the Bank, in its discretion,
may execute and deliver a replacement Security of like form and tenor, and in the same denomination and
bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated
Security, or in lieu of and in substitution for such destroyed lost or stolen Security, only after (i) the filing
by the Holder thereof with the Bank of evidence satisfactory to the Bank of the destruction, loss or theft
of such Security, and of the authenticity of the ownership thereof and (ii) the furnishing to the Bank of
indemnification in an amount satisfactory to hold the Issuer and the Bank harmless. All expenses and
charges associated with such indemnity and with the preparation, execution and delivery of a replacement
Security shall be borne by the Holder of the Security mutilated, or destroyed, lost or stolen.
Section 4.07. Transaction Information to Issuer.
The Bank will, within a reasonable time after receipt of written request from the Issuer, furnish
the Issuer information as to any portion of the Security it has paid pursuant to Section 3.01, Securities it
has delivered upon the transfer or exchange of any Security pursuant to Section 4.01, and Securities it has
delivered in exchange for or in lieu of mutilated, destroyed, lost, or stolen Security pursuant to Section
4.06.
Section 4.08 Reporting Requirements.
To the extent required by the Internal Revenue Code of 1986, as amended, and any regulations or
rulings promulgated by the U.S. Department of the Treasury pursuant thereto, the Bank shall report or
assure that a report is made to the Holder and the Internal Revenue Service any amount of acquisition
premium, interest paid on, original issue discount or adjusted basis of the Security which is required to be
reported by a Holder on its returns of federal income tax.
ARTICLE FIVE
THE BANK
Section 5.01. Duties of Bank.
The Bank undertakes to perform the duties set forth herein and agrees to use reasonable care in
the performance thereof.
The all is authorized to transfer funds relating to the closing and initial delivery of the Security
in the manner disclosed in the closing memorandum approved by the Issuer as prepared by the Issuer's
financial advisor or other agent. The Bank may act on a facsimile transmission of the closing
memorandum to be followed by an original of the closing memorandum signed by the financial advisor or
the Issuer.
Section 5.02. Reliance on Documents, Etc.
(a) The Bank may conclusively rely, as to the truth of the statements and correctness of the
opinions expressed therein, on certificates or opinions furnished to the Bank.
(b) The Bank shall not be liable for any error of judgment made in good faith by a Responsible
Officer, unless it shall be proved that the Bank was negligent in ascertaining the pertinent facts.
(c) No provisions of this Agreement shall require the Bank to expend or risk its own funds or
otherwise incur any financial liability for performance of any of its duties hereunder, or in the exercise of
any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds
or adequate indemnity satisfactory to it against such risks or liability is not assured to it.
(d) The Bank may rely and shall be protected in acting or refi•aining from acting upon any
resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order,
bond, note, security, or other paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties. Without limiting the generality of the foregoing statement, the
Bank need not examine the ownership of any Security, but is protected in acting upon receipt of a
Security containing an endorsement or instruction of transfer or power of transfer which appears on its
face to be signed by the Holder or an agent of the Holder. The Bank shall not be bound to make any
investigation into the facts or matters stated in a resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, note, security or other paper or document supplied
by Issuer.
(e) The Bank may consult with counsel, and the written advice of such counsel or any opinion of
counsel shall be full and complete authorization and protection with respect to any action taken, suffered,
or omitted by it hereunder in good faith and in reliance thereon.
(f) The Bank may exercise any of the powers hereunder and perform any duties hereunder either
directly or by or through agents or attorneys of the Bank.
Section 5.03. Recitals of Issuer.
The recitals contained herein with respect to the Issuer and in the Security shall be taken as the
statements of the Issuer, and the Bank assumes no responsibility for their correctness.
The Bank shall in no event be liable to the Issuer, any Holder of any Security, or any other Person
for any amount due on any Security from its own funds.
Section 5.04, May Hold the Security.
The Bank, in its individual or any other capacity, may become the owner or pledgee of the
Security and may otherwise deal with the Issuer with the same rights it would have if it were not the
Paying Agent/Registrar, or any other agent.
Section 5.05. Moneys Held by 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 Security, 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 a Security has been presented for payment
and paid to the owner thereof. Payments made from such trust account shall be made by check drawn on
such trust account unless the owner of such Security shall, at its own expense and risk, request such other
medium of payment.
Subject to the Unclaimed Property Law of the State of Texas, any money deposited with the Bank
for the payment of the principal, premium (if any), or interest on any Security and remaining unclaimed
for three years after the final maturity of the Security has become due and payable will be paid by the
Bank to the Issuer if the Issuer so elects, and the Holder of such Security shall hereafter look only to the
Issuer for payment thereof, and all liability of the Bank with respect to such monies shall thereupon cease.
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.
Section 5.06. Indemnification.
To the extent permitted by law, the Issuer agrees to indemnify the Bank for, and hold it harmless
against, any loss, liability, or expense incurred without negligence or bad faith on its part, arising out of or
in connection with its acceptance or administration of its duties hereunder, including the cost and expense
against any claim or liability in connection with the exercise or performance of any of its powers or duties
under this Agreement.
Section 5.07. Interpleader.
The Issuer and the Bank agree that the Banlc may seek adjudication of any adverse claim,
demand, or controversy over its person as well as funds on deposit, in either a Federal or State District
Court located in the State of Texas and County where the Issuer is located, and agree that service of
process by certified or registered mail, return receipt requested, to the address referred to in Section 6.03
of this Agreement shall constitute adequate service. The Issuer and the Bank further agree that the Bank
has the right to file a Bill of Interpleader in any court located in the State of Texas and County where the
Issuer is located of competent jurisdiction to determine the rights of any Person claiming any interest
herein.
Section 5.08. Depository Trust Company Services.
It is hereby represented and warranted that, in the event the Security is otherwise qualified and
accepted for "Depository Trust Company" services or equivalent depository trust services by other
organizations, the Bank has the capability and, to the extent within its control, will comply with the
"Operational Arrangements," effective August 1, 1987, which establishes requirements for securities to be
eligible for such type depository trust services, including, but not limited to, requirements for the
timeliness of payments and funds availability, transfer turnaround time, and notification of redemptions
and calls.
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 set forth below:
Issuer
City of Anna, Texas
1 I I N. Powell Parkway
Anna, Texas 75409
Paying Agent/Re isg tray.
Regions Bank
3773 Richmond Avenue, Suite 110
Houston, Texas 77046
Section 6.04. Effect of Headings.
The Article and Section headings herein ar•e for convenience only and shall not affect the
construction hereof.
Section 6.05. Successors and Assigns.
All covenants and agreements herein by the Issuer shall bind its successors and assigns, whether
so expressed or not.
Any corporation or association into which the Bank may be converted or merged, or with which it
may be consolidated, or to which it may sell, lease, or transfer its corporate trust business and assets as a
whole or substantially as a whole, or any corporation or association resulting from any such conversion,
sale, merger, consolidation, or transfer to which it is a party, ipso facto, shall be and become successor
Paying Agent/Registrar hereunder and vested with all of the powers, rights, obligations, duties, remedies,
discretions, immunities, privileges, and all other matters as was its predecessor, without the execution or
filing of any instruments or any further act, deed, or conveyance on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.
Section 6.06. Severability.
In case any provision herein shall be invalid, illegal, or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 6.07. Benefits of Agreement.
Nothing herein, express or implied, shall give to any Person, other than the parties hereto and
their successors hereunder, any benefit or any legal or equitable right, remedy, or claim hereunder.
Section 6.08. Entire Agreement.
This Agreement and the Order constitute the entire agreement between the parties hereto relative
to the Bank acting as Paying Agent/Registrar and if any conflict exists between this Agreement and the
Order, the Order shall govern.
Section 6.09. Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed
an original and all of which shall constitute one and the same Agreement.
Section 6.10. Termination.
This Agreement will terminate (i) on the date of final payment of the principal of and interest on
the Security to the Holder thereof or (ii) may be earlier terminated by either party upon sixty (60) days
written notice; provided, however, an early termination of this Agreement by either party shall not be
effective until (a) a successor Paying Agent/Registrar has been appointed by the Issuer and such
appointment accepted and (b) notice has been given to the Holder of the Security of the appointment of a
successor Paying Agent/Registrar. Furthermore, the Bank and Issuer mutually agree that the effective
date of an early termination of this Agreement shall not occur at any time which would disrupt, delay or
otherwise adversely affect the payment of the Security.
Upon an early termination of this Agreement, the Bank agrees to promptly transfer and deliver
the Security Register (or a copy thereof), together with other pertinent books and records relating to the
Security, to the successor Paying Agent/Registrar designated and appointed by the Issuer.
The provisions of Section 1.02 and of Article Five shall survive and remain in full force and
effect following the termination of this Agreement.
Texas.
Section 6.11. Governing Law.
This Agreement shall be construed in accordance with and governed by the laws of the State of
Section 6.12. Certifications Regarding Texas Government Code.
(a) This Agreement has a value of less than $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:
https://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.
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, and, accordingly, the
Bank is not required to file a Certificate of Interested Parties Form 1295 otherwise prescribed thereunder.
(Execution Page Follows)
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
year first above written.
REGIONS BANK
By:
Title:
Paying Agent/Registrar Agreement
City of Anna, Texas General Obligation Bonds, Series 2022
CITY Or ANNA, TEXAS
By:
Lee 1Vliller, Mayor Pro-Tem
Paying Agent/Registrar Agreement
City of Anna, Texas General Obligation Bonds, Series 2022
Paying Agent and Registrar Services for
City of Anna, Texas
General 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-o&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 goodfor 60 days fi•onz the date of this Fee Schedule. In
the event this Transaction does not close i0thin 60 days from the date of this Fee Schedule,
Regions may revoke the terms of this Fee Schedule.
By: lsl Doug Milner
Sr. Vice President
CERTIFICATE REGARDING OFFICIAL STATEMENT
We, the undersigned officers of the City of Anna, Texas (the y"), in connection with the
issuance, sale and delivery by the City of $ aggregate principal amount City of Anna, Texas
General Obligation Bonds, Series 2022 (the "Bonds"), 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 Bonds, 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
A the last audited financial statements of the City.
(Execution Page Follows)
DATED: October 11, 2022.
CITY OF ANNA, TEXAS
Lee Miller, Mayor Pro-Tem
Carrie Land, City Secretary
Signature Page for Certificate Regarding Official Statement
City of Anna, Texas General Obligation Bonds, Series 2022
NO. R- UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF ANNA, TEXAS
GENERAL OBLIGATION BOND, SERIES 2022
INTEREST RATE DELIVERY DATE MATURITY DATE
October 11, 2022 February 15, 20_
REGISTERED OWNER:
PRINCIPAL AMOUNT:
PRINCIPAL
AMOUNT
CUSTP NO.
DOLLARS
ON THE MATURITY DATE specified above, CITY OF ANNA, TEXAS in Collin
County, Texas (the "Issuer"), being a political subdivision of the State of Texas, hereby promises
to pay to the Registered Owner set forth above, or registered assigns (hereinafter called the
"Registered Owner") the principal amount set forth above, and to pay interest thereon from the
Delivery Date set forth above, on February 15, 2023 and on each August 15 and February 15
thereafter to the Maturity Date specified above, or the date of redemption prior to maturity, at the
interest rate per annum specified above; except that if this Bond 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 Bond or Bonds, if any, for which this Bond is being exchanged or converted from
is due but has not been paid, then this Bond shall bear interest from the date to which such interest
has been paid in full.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the
United States of America, without exchange or collection charges. The principal of this Bond shall
be paid to the registered owner hereof upon presentation and surrender of this Bond at maturity,
or upon the date fixed for its redemption prior to maturity, at the corporate trust office of Regions
Bank in Houston, Texas which is the "Paying Agent/Registrar•" for this Bond. The payment of
interest on this Bond 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 the Bonds (the "Bond 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 at the close of
business on the last business day of the month next preceding each such date (the "Record Date"),
on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. In
addition, 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
Bond 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 Bond prior
to maturity as provided herein shall be paid to the registered owner upon presentation and surrender
A this Bond for payment at the principal corporate trust office of the Paying Agent/Registrar. The
Issuer covenants with the registered owner of this Bond that on or before each principal payment
date and interest payment date for this Bond it will make available to the Paying Agent/Registrar,
from the "Interest and Sinking Fund" created by the Bond Ordinance, the amounts required to
provide for the payment, in immediately available funds, of all principal of and interest on the
Bonds, when due.
IF THE DATE for any payment due on this Bond shall be a Saturday, Sunday, a legal
holiday, or a day on which banking institutions in the city where the principal corporate trust office
A the Paying Agent/Registrar is located are authorized by law or executive order to close, then the
date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal
holiday, or day on which banking institutions are authorized to close, and payment on such date
shall have the same force and effect as if made on the original date payment was due.
THIS BOND is one of a series of Bonds dated as of September 1, 2022, authorized in
accordance with the Constitution and laws of the State of Texas in the principal amount of
$32,465,000 for the public purposes of (i) constructing and acquiring a fire station and related
improvements and equipment, (ii) acquiring, designing, construction and equipping a community
library that includes multipurpose meeting spaces and classrooms, (iii) acquiring, designing,
constructing, and equipping parks and recreation facilities, including without limitation land
acquisition, feasibility studies, park improvements, recreation and sports facilities, and (iv) paying
costs of issuance of the Bonds.
ON FEBRUARY 15, 2032, or any date thereafter, the Bonds of this series maturing on and
after February 15, 2033 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 Bonds, or portions thereof, to be redeemed shall be selected and designated by
the Issuer (provided that a portion of a Bond 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.
AT LEAST THIRTY days prior to the date fixed for any redemption of Bonds 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
Bond to be redeemed at its address as it appeared on the day such notice of redemption is mailed
and to major securities depositories, national bond rating agencies and bond information services;
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 Bond. By the date fixed for any such redemption, due
provision shall be made with the Paying Agent/Registrar for the payment of the required
redemption price for the Bonds or portions thereof which are to be so redeemed. If such written
notice of redemption is sent and if due provision for such payment is made, all as provided above,
the Bonds or portions thereof which 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 Bond shall be redeemed a substitute Bond or Bonds
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 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 Bond Ordinance.
ALL BONDS OF THIS SERIES are issuable solely as fully registered Bonds, without
interest coupons, in the denomination of $5,000 in principal amount or any integral multiple
thereof. As provided in the Bond Ordinance, this Bond 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 amount of fully registered Bonds, without interest coupons, payable to the
appropriate registered owner, assignee or assignees, as the case may be, having any authorized
denomination or denominations as requested in writing by the appropriate Registered Owner,
assignee or assignees, as the case may be, upon surrender of this Bond to the Paying
Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the
Bond Ordinance. Among other requirements for such assignment and transfer, this Bond must be
presented and surrendered to the Paying Agent/Registrar, together with proper instruments of
assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar,
evidencing assignment of this Bond or any portion or portions hereof in any authorized
denomination to the assignee or assignees in whose name or names this Bond or any such portion
or portions hereof is or are to be registered. The form of Assignment printed or endorsed on this
Bond 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 Bond 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
Bond 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 or exchange
with respect to Bonds (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 (n) with respect to any Bond or any portion thereof called for redemption prior to maturity,
within 45 days prior to its redemption date.
IN THE EVENT any Paying Agenu egistrar for the Bonds is changed by the Issuer,
resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Bond Ordinance that
it promptly will appoint a competent and legally qualified substitute therefor, and cause written
notice thereof to be mailed to the registered owners of the Bonds.
TI' IS HEREBY certified, recited, and covenanted that this Bond has been duly and validly
authorized, issued, and delivered; that all acts, conditions, and things required or proper to be
performed, exist, and be done precedent to or in the authorization, issuance and delivery of this
Bond have been performed, existed, and been done in accordance with law; that this Bond is a
general obligation of the Issuer, issued on the full faith and credit thereof; and that ad valorem
taxes sufficient to provide for the payment of the interest on and principal of this Bond, as such
interest comes due, and as such principal matures, have been levied and ordered to be levied against
all taxable property in the Issuer, and have been pledged for such payment, within the limit
prescribed by law.
THE ISSUER ALSO HAS RESERVED THE RIGHT to amend the Bond Ordinance as
provided therein, and under some (but not all) circumstances amendments thereto must be
approved by the Registered Owners of a majority in aggregate principal amount of the outstanding
Bonds.
BY BECOMING the Registered Owner of this Bond, the Registered Owner thereby
acknowledges all of the terms and provisions of the Bond Ordinance, agrees to be bound by such
terms and provisions, acknowledges that the Bond Ordinance is duly recorded and available for
inspection in the official minutes and records of the governing body of the Issuer, and agrees that
the terms and provisions of this Bond and the Bond Ordinance constitute a contract between each
Registered Owner hereof and the Issuer.
[Remainder of Page Intentionally Left Blank]
11N WITNESS WHEREOF, the Issuer has caused this Bond 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 the Issuer, and has caused the official seal of the Issuer
to be duly impressed, or placed in facsimile, on this Bond.
City Secretary
(SEAL)
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Mayor Pro -Terri
Form of Pa ing Agent/Registrar's Authentication Certificate.
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this on is not accompanied by an
executed Registration Certificate of the Comptroller
of Public Accounts of the State of Texas)
It is hereby certified that this Bond has been issued under the provisions of the Bond
Ordinance described in the text of this Bond; and that this Bond has been issued in conversion or
replacement of, or in exchange for, a bond, bonds, or a portion of a bond or bonds of a Series
which originally was approved by the Attorney General of the State of Texas and registered by the
Comptroller of Public Accounts of the State of Texas.
Date of authentication:
Regions Bank
Houston, Texas
Paying Agent/Registrar
Authorized Signatory
Form of Assignment.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto:
Please insert Social Security or Taxpayer Identification Number of Transferee
Please print or type name and address, including zip code of Transferee
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints:
attorney, to register the transfer of the within Bond
on the books kept for registration thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: 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
Bond in every particular, without alteration or
enlargement or any change whatsoever.
Form of Registration Certificate of the Comptroller.
REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER §
OF PUBLIC ACCOUNTS § REGISTER NO.
OF THE STATE OF TEXAS §
I HEREBY CERTIFY that there is on file and of record in my office a certificate of the
Attorney General of the State of Texas to the effect that this Bond has been examined by him as
required by law, that he finds that it has been issued in conformity with the Constitution and laws
A the State of Texas, and that it is a valid and binding obligation of City of Anna, Texas, and that
this Bond has this day been registered by me.
WITNESS MY SIGNATURE AND SEAL this
Comptroller of Public
of the State of Texas
(COMPTROLLER'S SEAL)
Accounts