| (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 §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 provisions 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 §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 §53.14 of this subchapter.
(b) Execution of Documents. All certificates must be
originally signed and, if required, sealed. All issuer contracts providing
security or otherwise affecting the marketing or terms of public securities
and governmental orders must either be originally signed and, if required,
sealed, or legible copies certified to be true and correct copies.
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