Texas Administrative Code › Title 1 - ADMINISTRATION › Part 3 - OFFICE OF THE ATTORNEY GENERAL › Chapter 53 - MUNICIPAL SECURITIES › Subchapter A - APPROVAL OF MUNICIPAL SECURITIES BY ATTORNEY GENERAL › Section 53.3 - Content of Transcripts

Current through Reg. 49, No. 28; July 12, 2024
(a)
				  Transcript Requirements. Each transcript shall include the following, as
				  applicable:
(1) Initial Public Securities.
				  The initial public securities executed in accordance with applicable
				  law;
(2) Authorizing Document. The
				  authorizing ordinance, order or resolution and, as applicable, indenture of
				  trust for the proposed public securities, including the following:
(A) citation to the legal authority for the
				  issuance of the proposed public securities;
(B) the terms of the proposed public
				  securities, including the title, numbering, denominations, date, persons
				  authorized to sign, method of signing, principal and interest payment dates,
				  redemption terms, if any, place of payment and registration and form of paying
				  agent and registrar agreement, and substantially final form of the public
				  securities; provided, however, that to the extent specific terms of the public
				  securities have been lawfully delegated to a representative or committee for
				  determination, those terms shall be set forth in the pricing
				  certificate;
(C) citation to the
				  legal authority for the issuer to construct or acquire the proposed
				  improvements or services, to pledge the specified payment source, and, as
				  applicable, to contract with other parties for payment of principal and
				  interest and other payments relating to the proposed public
				  securities;
(D) identification of a
				  specified revenue source and/or a levy of a tax, which shall be pledged in
				  amounts sufficient, within any applicable limitation, to pay the annual debt
				  service requirements of the proposed public securities for the current year and
				  each succeeding year during which the proposed public securities are
				  outstanding. Cities and counties issuing public securities supported in whole
				  or in part by ad valorem taxes constitutionally must provide for an annual levy
				  sufficient to collect a sinking fund of not less than 2% of the principal
				  amount of the proposed public securities regardless of the year in which the
				  first principal payment is due;
(E)
				  a reasonably complete and detailed description of the improvements, services,
				  or projects being financed and the intended use of the proceeds, including
				  whether any of the proceeds are being used to pay capitalized interest or fund
				  a reserve fund;
(F) a recitation of
				  the following:
(i) the manner of the sale,
				  whether negotiated or competitively bid,
(ii) the identification of the
				  purchaser,
(iii) the purchase
				  price, including any discount or premium, and
(iv) the finding that the terms of the sale
				  were in the issuer's best interest, and additionally, if competitively bid,
				  that the sale was awarded based on the lowest net effective interest rate, or
				  other applicable standard as permitted by law;
(G) for proposed public securities with a
				  floating, variable, or adjustable interest rate, a provision limiting the
				  maximum rate of interest to:
(i) a net
				  effective interest rate not to exceed the maximum interest rate provided for
				  and calculated in accordance with Chapter 1204 of the Government Code;
				  or
(ii) such other limit applicable
				  to the securities and/or the issuer;
(H) incorporation of the provisions of Title
				  6 of the Property Code (Unclaimed Property) regarding the disposition and
				  reporting of unclaimed principal and interest payments, specifically requiring
				  compliance with the reporting requirements of Chapter 74 of the Property
				  Code;
(I) provisions to account for
				  the use of surplus public securities proceeds, premiums, and interest earnings
				  on public securities proceeds;
(J)
				  if issuing public securities under voted authorization, recitation of amounts
				  previously issued under such voted authorization and the amount of voted
				  authorization remaining after the issuance of the proposed public securities;
				  provided, however, that if a determination of the amount of the public
				  securities to be issued has been lawfully delegated, the amount of remaining
				  voted authorization shall be stated in the pricing certificate; and
(K) approval of the form of contracts
				  included in the transaction, as applicable;
(3) Pricing Certificate. A pricing
				  certificate, when appropriate to facilitate a lawful delegation of specific
				  terms of proposed public securities to an identified representative of the
				  issuer. The certificate shall be signed by the representative(s) identified in
				  the authorizing ordinance, order, or resolution, and shall reflect compliance
				  with any parameters established therein;
(4) General Certificate. A general
				  certificate, signed by a senior executive officer or an elected or appointed
				  official of the issuer, and the official custodian of records of the issuer,
				  and, if appropriate, any other officers or authorized representatives of the
				  issuer, which certificate includes the following:
(A) for all public securities, a debt
				  retirement schedule that:
(i) is current as
				  of the date of the sale of the proposed public securities;
(ii) includes the combined debt service
				  requirements of the proposed public securities and all other outstanding
				  indebtedness payable in whole or in part from the same source regardless of
				  lien priority, including any additional series of public securities being
				  issued at the same time as the proposed public securities,
(iii) calculates interest as follows:
(I) at the actual interest rates sold, if
				  known;
(II) in the case of future
				  interest for variable rate debt, at the lesser of the maximum interest rate
				  permissible under the ordinance, order, resolution or trust indenture
				  authorizing the debt, or the maximum rate under applicable state law;
				  or
(III) in the case of commercial
				  paper, in accordance with §
														RSA
				  1371.057(c) of the
				  Government Code;
(iv)
				  for outstanding indebtedness or proposed public securities payable from a
				  combination of ad valorem taxes and another pledged source, includes the debt
				  service requirements as though such indebtedness were payable solely from ad
				  valorem taxes, unless it is shown that such indebtedness can be and is paid, or
				  with respect to proposed public securities, is intended to be paid, from the
				  other pledged sources;
(v) for
				  cities and counties constitutionally required to levy taxes sufficient to
				  collect an annual 2% sinking fund for principal, reflects the annual 2% sinking
				  fund amount in the debt service requirements even if no principal is due in a
				  given year; and
(vi) for
				  indebtedness with a related interest rate management agreement, as that term is
				  defined in Chapter 1371 of the Government Code, taking into account the effect
				  of the agreement on the interest rate(s) of the indebtedness in calculating the
				  debt service requirements;
(B) for all proposed revenue and combination
				  limited tax and revenue public securities:
(i) a history of the pledged revenue
				  collections during the most recent three year period or, if revenues are being
				  relied upon to show coverage, a revenue projection in the event a revenue
				  history is unavailable or insufficient to provide debt service coverage. A
				  revenue projection must include an explanation of the circumstances, such as a
				  recent increase in the applicable rates, fees, or charges, that support a
				  projected increase in revenues;
(ii) for a revenue projection based on an
				  expanded system, a certificate of a licensed engineer or qualified consultant,
				  as appropriate;
(iii) a copy of the
				  current rate order or ordinance or adopted rate schedule of the issuer;
				  and
(iv) a statement of the annual
				  operating and maintenance expenses for the most recent year;
(C) for ad valorem tax public
				  securities, certified statements of taxable values, and, if an issuer intends
				  to rely on a collection rate greater than 90%, a certificate of the issuer's
				  collection rates for the most recent three years;
(D) for general law city ad valorem tax
				  public securities, certification of the type of general law city and the city's
				  population;
(E) for home rule
				  cities, certification of the date of the most recent amendment to the city
				  charter and a certified copy of any charter amendment not previously submitted
				  with a transcript;
(F) for issuers
				  other than municipalities, citation to the statutory and, if applicable,
				  constitutional p rovisions authorizing the issuer's creation and, if
				  applicable, its taxing power;
(G)
				  certification of incumbency, including the following:
(i) certification of the incumbency of each
				  issuer's executive or administrative officer subscribing any document in the
				  transcript; and
(ii) certifications
				  of incumbency for city secretaries, county clerks, and other officers
				  customarily certifying incumbencies, which certifications may be made by the
				  presiding officer of the governing body of the issuer or, in his or her
				  absence, any other member of the governing body; and
(H) at the discretion of the issuer, any
				  other certifications required by this chapter;
(5) Purchase Agreement. For negotiated sales,
				  executed original of any purchase agreement relating to the sale of the
				  proposed public securities;
(6) Bid
				  Form. For competitive sales, evidence of the winning bid form;
(7) Insurance. For financings for which
				  insurance is obtained:
(A) a copy of the
				  insurance commitment letter, executed by the insurer, if applicable;
(B) certified proceedings authorizing the
				  insurance, which may be in the ordinance, order or resolution authorizing the
				  public securities;
(C) if a
				  statement of insurance is to be printed on the public securities, express
				  authorization by the issuer in the ordinance, order or resolution authorizing
				  the public securities or pricing certificate; and
(D) in the case of any agreement entered into
				  with the insurer, if the agreement constitutes an authorized credit agreement
				  pursuant to Chapter 1371 of the Government Code, submission of the proceedings
				  authorizing the agreement;
(8) Offering Document. An official statement
				  or other offering document; if a preliminary official statement is initially
				  provided, a final official statement is to be provided prior to approval by the
				  Office of the Attorney General;
(9)
				  Affidavit of Publication. An affidavit of publication, executed by a
				  representative of the newspaper, establishing that the newspaper meets the
				  requirements under state law with a copy of a clipping of the published
				  material attached;
(10) Paying
				  Agent/Registrar Agreement. The paying agent/registrar agreement in
				  substantially final form;
(11)
				  Acknowledgment of Special Meeting. Acknowledgment of timely receipt of notice
				  of a special meeting signed by each member of the issuer's governing body who
				  failed to attend the meeting of the governing body at which a transcript
				  document was approved;
(12)
				  Certification of Official Actions. A certificate for each action taken by the
				  governing body relating to the issuance of the proposed public securities,
				  executed by the custodian of records of the governmental body, indicating
				  presence of appropriate quorum, type of meeting (special, regular, or
				  emergency), introduction and adoption of the action and the number of votes
				  for, against, and abstaining. Such actions must be certified as true and
				  correct copies of originals on file in the body's official minutes and all
				  meetings at which such actions have been taken must be certified as having been
				  held in full compliance with Chapter 551 of the Government Code;
(13) Signature Identification and
				  No-Litigation Certificate. An undated signature identification and
				  no-litigation certificate signed by the officers who executed the proposed
				  public securities that complies with the following requirements:
(A) signatures shown on the certificate must
				  substantially conform to the signatures on the proposed public
				  securities;
(B) signatures must be
				  certified as genuine by a bank or acknowledged by a notary public;
(C) certificate must include certification
				  confirming that no litigation is pending or to the best of the knowledge of the
				  issuer, threatened, against the issuer seeking to restrain or enjoin the
				  issuance of the public securities, questioning the issuance or sale of the
				  public securities or the authority or action of the governing body relating to
				  the issuance or sale of the public securities, or the levy of taxes or
				  collection of revenues or the pledge of taxes or revenues to the principal of
				  and interest on the securities, as appropriate, or materially affecting the
				  assessment or collection of taxes to pay the principal of and interest on the
				  public securities, when appropriate; and that neither the corporate existence
				  or boundaries of the issuer nor the right to hold office of any member of the
				  governing body of the issuer or any other elected or appointed official of the
				  issuer is being contested or otherwise questioned; and
(D) authorization for the Office of the
				  Attorney General to insert the date of the approving opinion on the certificate
				  must be provided, along with a representation that the issuer will notify the
				  Office of the Attorney General by phone if it becomes aware of any changes with
				  respect to any representation in the certificate or any transcript document to
				  which the issuer is a party that occur between the date of the approving
				  opinion and the date of closing;
(14) Reimbursement of Expenditures. If
				  applicable, documentation evidencing intent to use the public security proceeds
				  to reimburse the issuer for its prior expenditures;
(15) Bond Review Board Information. Bond
				  Review Board information required by §
											RSA
				  1202.008 of the Government Code along with an
				  additional copy of the official statement; and
(16) Election Proceedings. Certified election
				  proceedings as provided in §
											RSA 53.14 of this
				  subchapter.