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HomeMy WebLinkAboutOrdinance No. 2024-39ORDINANCE NO.2024-39 A14 ORDINANCE OF THE CITY COUNCIL OF THE CITY OF FRIENDSWOOD, TEXAS, APPROVING AND AUTHORIZING THE ISSUANCE AND SALE OF THE CITY OF FRIENDSWOOD, TEXAS SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024 (FRIENDSWOOD CITY CENTER PUBLIC IMPROVEMENT DISTRICT INITIAL MAJOR IMPROVEMENT PROJECT); APPROVING AND AUTHORIZING AN INDENTURE OF TRUST, A BOND PURCHASE AGREEMENT, LIMITED OFFERING MEMORANDUM, A CONTINUING DISCLOSURE AGREEMENT, AND OTHER AGREEMENTS AND DOCUMENTS IN CONNECTION THEREWITH; MAKING FINDINGS WITH RESPECT TO THE ISSUANCE OF SUCH BONDS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Friendswood, Texas (the "City"), pursuant to and in accordance with the terms, provisions and requirements of the Public Improvement District Assessment Act, Chapter 372, Texas Local Government Code (the "PID Act"), has previously established the Friendswood City Center Public Improvement District (the "District"), pursuant to Resolution No. R2024-01 adopted by the City Council of the City (the "City Council") on January 8, 2024; and WHEREAS, the City is authorized by the PID Act to issue its revenue bonds payable from assessments levied on property within the District (the "Initial Major Improvement Assessments") for the purposes of (i) paying or reimbursing the costs of certain public improvements within the District (the "Initial Major Improvements") identified in a service and assessment plan (the "Service and Assessment Plan"), (ii) paying capitalized interest on Bonds, (iii) funding a reserve fund for payment of principal and interest on the Bonds, (iv) funding a portion of the Delinquency and Prepayment Reserve Account, (v) paying the costs of the organization and administration of the District and (vi) paying the costs of issuing the Bonds; and WHEREAS, the City Council has found and determined that it is in the best interests of the citizens of the City to issue its bonds in a single series to be designated "City of Friendswood Special Assessment Revenue Bonds, Series 2024 (Friendswood City Center Public Improvement District Initial Major Improvement Project)" (the "Bonds"), such series to be payable solely from and secured by Initial Major Improvement Assessments levied on property within the District (the "Assessed Property") as set forth in the Service and Assessment Plan; and WHEREAS, the City Council has found and determined to (i) approve the issuance of the Bonds to finance the Initial Major Improvements benefitting the District identified in the Service and Assessment Plan on the terms described herein, (ii) approve the form, terms and provisions of the Indenture (as defined herein) securing the City's Bonds authorized hereby, (iii) approve the form, terms and provisions of a Bond Purchase Agreement between the City and the purchasers of the Bonds, (iv) approve a Limited Offering Memorandum, and (v) approve a Continuing Disclosure Agreement relating to the Bonds; NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FRIENDSWOOD, STATE OF TEXAS: IM-#10529509.3 1) Findings. The findings and determinations set forth in the preamble hereof are hereby incorporated by reference for all purposes as if set forth in full herein. Terms not otherwise defined in Sections 2 through 6 herein shall have the definitions as set forth in the Indenture (defined herein). 2) Approval of Issuance of Bonds and Indenture of Trust. a) The issuance of the Bonds in the principal amount of $36,907,000 for the purpose of providing funds for (i) paying or reimbursing the costs of certain public improvements within the District (the "Initial Major Improvements") identified in a service and assessment plan (the "Service and Assessment Plan"), (ii) paying capitalized interest on Bonds, (iii) funding a reserve fund for payment of principal and interest on the Bonds, (iv) funding a portion of the Delinquency and Prepayment Reserve Account, (v) paying the costs of the organization and administration of the District and (vi) paying the costs of issuing the Bonds, are hereby authorized and approved. b) The Bonds shall be issued and secured under an indenture of trust, the form, terms and provisions of which are hereby approved in the substantially final form presented at this meeting of that certain Indenture of Trust (the "Indenture"), dated as of November 1, 2024, between the City and Wilmington Trust, National Association, as trustee (the "Trustee"), with such changes as may be necessary or desirable to carry out the intent of this ordinance and as approved by the Mayor of the City, such approval to be evidenced by the execution and delivery of the Indenture. The Mayor of the City is hereby authorized and directed to execute the Indenture and the City Secretary is hereby authorized and directed to attest TO such signature of the Mayor. c) The Bonds shall be dated, shall mature on the date or dates and in the principal amounts, shall bear interest, shall be subject to redemption and shall have such other terms and provisions as set forth in the Indenture. The Bonds shall be in substantially the form set forth in the Indenture with such insertions, omissions and modifications as may be required to conform the form of bond to the actual terms of the Bonds. The Bonds shall be payable from and secured solely by the Initial Major Improvement Assessments levied on the Assessed Property for the Authorized Improvements, as set forth in the Service and Assessment Plan and other assets of the "Trust Estate" (as defined in the Indenture) pledged to such Bonds, and shall never be payable from ad valorem taxes. 3) Sale of Bonds: Approval of Bond Purchase Agreement. The Bonds shall be sold to FMSbonds. Inc. (the "Underwriter") at the price and on the terms and provisions set forth in that certain Bond Purchase Agreement (the 'Bond Purchase Agreement"), dated the date hereof, between the City and the Underwriter. The form, terms and provisions of the Bond Purchase Agreement are hereby authorized and approved and the Mayor of the City is hereby authorized and directed to execute and deliver the Bond Purchase Agreement. It is hereby officially found, determined and declared that the terms of this sale are the most advantageous reasonably obtainable. -2- IM410529509.4 4) Limited Offering Memorandum. The form and substance of the Preliminary Limited Offering Memorandum for the Bonds and any addenda, supplements or amendments thereto presented to and considered by the City Council are hereby in all respects approved and adopted. The City hereby authorizes the preparation of a final Limited Offering Memorandum reflecting the terms of the Bond Purchase Agreement and other relevant information. The Limited Offering Memorandum as thus approved and delivered, with such appropriate variations as shall be approved by the City Manager and the Underwriter, may be used by the Underwriter in the offering and sale of the Bonds, and the Preliminary Limited Offering Memorandum is hereby deemed final as of its date (except for the omission of pricing and related information) within the meaning and for the purposes of paragraph (b)(1) of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended. The City Secretary is hereby authorized and directed to include and maintain a copy of the Preliminary Limited Offering Memorandum and Limited Offering Memorandum and any addenda, supplements or amendments thereto thus approved among the permanent records of this meeting. The use and distribution of the Preliminary Limited Offering Memorandum in the offering of the Bonds is hereby ratified, approved and continued. Notwithstanding the execution, approval and delivery of such Preliminary Limited Offering Memorandum and Limited Offering Memorandum by the Mayor, the Mayor and this City Council are not responsible for and proclaim no specific knowledge of the information contained in the Preliminary Limited Offering Memorandum and Limited Offering Memorandum pertaining to development, the Developer (as defined in the Limited Offering Memorandum) or its financial ability, the homebuilders, the landowners, or the appraisal of the property in the District performed by Integra Realty Resources. 5) Continuing Disclosure Agreement. The form, terms and provisions of that certain Continuing Disclosure Agreement (the "Continuing Disclosure Agreement" dated as of November 1, 2024, among the City, Wilmington Trust, National Association, and P3Works, LLC, is hereby authorized and approved in substantially final form presented at this meeting, and the Mayor of the City is hereby authorized and directed to execute and deliver such Continuing Disclosure Agreement with such changes as may be required to carry out the purpose of this ordinance and approved by the Mayor, such approval to be evidenced by the execution thereof. The Mayor's signature on the Agreement may be attested by the City Secretary. 6) Additional Actions. The Mayor, the City Manager, and each other officer, employee and agent of the City are hereby authorized and directed to take any and all actions on behalf of the City necessary or desirable to carry out the intent and purposes of this ordinance and to issue the Bonds in accordance with the terms of this ordinance, including the making of modifications to this ordinance and the Indenture as necessary to obtain approval of the Bonds by the Attorney General of the State. The Mayor, the City Manager, and each other officer, employee and agent of the City are hereby authorized and directed to execute and deliver any and all certificates, agreements, notices, instruction letters, requisitions, and other documents which may be necessary or advisable in connection with the sale, issuance and delivery of the Bonds and the carrying out of the purposes and intent of this ordinance. Further, in connection with the submission of the record of proceedings for the Bonds to the Attorney General of the State of Texas for examination and approval of such Bonds, the -3- IM-# 10529509.4 appropriate officer of the City is hereby authorized and directed to issue a check of the City payable to the Attorney General of the State of Texas as a nonrefundable examination fee in the amount required by Chapter 1202, Texas Government Code (such amount not to exceed $9,500). 7) Effective Date. This ordinance shall take effect immediately from and after its passage by the City Council of the City of Friendswood, Texas. -4- IM-#10529509.4 INTRODUCED, READ AND PASSED on first and final reading by the affirmative vote of the City Council of the City of Friendswood on this the 4' day of November, 2024. • a n, F OAF .. •M, •� APPROVED AS TO FORM: C M9 KAIMN L. HORNER, City Attorney Friendswood City Center PID Bond Ordinance Signature Page