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HomeMy WebLinkAboutPO 7350 City of Port Arthur S2025 FOS-PO-7350, ORD 25-40, HILLTOP SECURITIES DATED JULY 29, 2025, OFFICIAL STATEMENT Ratings S&P: “A+” S&P: “AA” (BAM Insured) Dated July 29, 2025 (See "BOND INSURANCE," "FINANCIAL GUARANTY INSURANCE RISK FACTORS,” and "Other Information – Ratings" herein) NEW ISSUE - Book-Entry-Only In the opinion of Holland & Knight LLP, Bond Counsel, as more fully described herein, under existing law and assuming continuing compliance by the City (hereinafter defined) with certain tax covenants the interest on the Certificates is excludable from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”) and is not treated as an item of tax preference for purposes of computing the federal alternative minimum tax imposed on individuals under the Code; however, the interest on the Certificates is included in the "adjusted financial statement income" of certain corporations on which the federal alternative minimum tax is imposed under the Code. See "TAX MATTERS" herein for a discussion of the opinion of Bond Counsel. $17,675,000 CITY OF PORT ARTHUR, TEXAS (Jefferson and Orange Counties, Texas) COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES 2025 Dated Date: August 1, 2025 Due: February 15, as shown on page ii PAYMENT TERMS . . . Interest on the $17,675,000 City of Port Arthur, Texas, Combination Tax and Revenue Certificates of Obligation, Series 2025 (the "Certificates") will accrue from the Delivery Date (defined below) and will be payable February 15 and August 15 of each year with the Certificates commencing February 15, 2026 until the earlier of maturity or prior redemption and will be calculated on the basis of a 360-day year consisting of twelve 30-day months. The definitive Certificates will be initially registered and delivered only to Cede & Co., the nominee of The Depository Trust Company ("DTC") pursuant to the Book-Entry-Only System described herein. Beneficial ownership of the Certificates may be acquired in denominations of $5,000 or integral multiples thereof. No physical delivery of the Certificates will be made to the beneficial owners thereof. Principal of, premium, if any, and interest on the Certificates will be payable by the Paying Agent/Registrar to Cede & Co., which will make distribution of the amounts so paid to the participating members of DTC for subsequent payment to the beneficial owners of the Certificates. See "The CERTFICATES - Book-Entry-Only System" herein. The initial Paying Agent/Registrar is UMB Bank, N.A., Austin, Texas. See "The CERTIFICATES - Paying Agent/Registrar". AUTHORITY FOR ISSUANCE . . . The Certificates are issued pursuant to the Constitution and general laws of the State of Texas, (the "State"), particularly Subchapter C of Chapter 271, Texas Government Code (the Certificate of Obligation Act of 1971), as amended, and constitute direct obligations of the City of Port Arthur, Texas (the "City"), payable from a continuing and direct annual ad valorem tax levied, within the limits prescribed by law, on all taxable property in the City as provided in the Ordinance (see "THE CERTIFICATES - Authority for Issuance"). The Certificates, when issued, will constitute valid and binding obligations of the City and will be payable from the proceeds of an annual ad valorem tax, levied within the limits prescribed by law, against all taxable property within the City and will be further payable from a limited junior and subordinate pledge of the Net Revenues (as defined in the Ordinance) of the City's Waterworks and Sewer System (the "System") in an amount not to exceed $10,000. See "THE CERTIFICATES – Security and Source of Payment". PURPOSE . . . Proceeds from the sale of the Certificates will be used for the construction of public works, more specifically, (1) the construction or reconstruction of City streets, sidewalks and other street and sidewalk related improvements, (2) the construction of the City’s public buildings, (3) the renovation and equipping of City administrative buildings, and (4) the building, renovation and equipping of City parks and recreation facilities and items related thereto., and costs of issuance related to the Certificates. INSURANCE . . . The scheduled payment of principal of and interest on the Certificates when due will be guaranteed under a municipal bond insurance policy to be issued concurrently with the delivery of the Certificates by Build America Mutual Assurance Company ("BAM"). See "BOND INSURANCE". LEGALITY . . . The Certificates are offered for delivery when, as and if issued and received by the underwriters listed below (the "Underwriters") and subject to the approving opinion of the Attorney General of Texas and the opinion of Holland & Knight LLP, Houston, Texas, Bond Counsel (see Appendix C, "Form of Bond Counsel's Opinion"). Certain other matters will be passed upon for the Underwriters by Bracewell LLP, Houston, Texas, as counsel to the Underwriters. DELIVERY . . . It is expected that the Certificates will be available for delivery through DTC on or about Wednesday, August 27, 2025 (the "Delivery Date"). SIEBERT WILLIAMS SHANK PNC CAPITAL MARKETS LLC CUSIP PREFIX: 733488 MATURITY SCHEDULE & 9 DIGIT CUSIP See Schedule on Page ii ii CITY OF PORT ARTHUR, TEXAS (Jefferson and Orange Counties, Texas) COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES 2025 MATURITY SCHEDULE CUSIP PREFIX: 733488(1) Due Interest Initial CUSIP Due Interest Initial CUSIP February 15 Principal Rate Yield Number (1)February 15 Principal Rate Yield Number (1) 2026 3,490,000 $ 5.000% 2.780% 2J8 2036 720,000 $ 5.000% 4.110% (2)2U3 2027 460,000 5.000% 2.800% 2K5 2037 755,000 5.000% 4.280% (2)2V1 2028 480,000 5.000% 2.840% 2L3 2038 795,000 5.000% 4.420% (2)2W9 2029 505,000 5.000% 2.870% 2M1 2039 835,000 5.000% 4.560% (2)2X7 2030 530,000 5.000% 3.020% 2N9 2040 875,000 5.000% 4.670% (2)2Y5 2031 560,000 5.000% 3.190% 2P4 2041 920,000 5.000% 4.770% (2)2Z2 2032 585,000 5.000% 3.350% 2Q2 2042 970,000 5.250% 4.850% (2)3A6 2033 620,000 5.000% 3.550% 2R0 2043 1,025,000 5.250% 4.960% (2)3B4 2034 650,000 5.000% 3.680% 2S8 2044 1,080,000 5.250% 5.040% (2)3C2 2035 685,000 5.000% 3.920% (2)2T6 2045 1,135,000 5.000% 5.090% 3D0 (Interest Accrues from the Delivery Date) ________________ (1) CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, managed by FactSet Research Systems Inc. on behalf of the American Bankers Association. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP services. None of the District, the Financial Advisor, or the Underwriters shall be responsible for the selection or the correctness of the CUSIP numbers shown herein. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the Bonds. (2) The Certificates maturing on and after February 15, 2035 are subject to optional redemption prior to maturity in whole or in part on February 15, 2034 or on any date thereafter, at a price equal to the principal amount thereof, plus accrued interest from the most recent interest payment date to the date of redemption. (3) The initial reoffering prices or yields on the Certificates are furnished by the Underwriters and represent the initial offering prices or yield to the public, which may be changed by the Underwriters. iii USE OF INFORMATION IN THIS OFFICIAL STATEMENT This Official Statement, which includes the cover page and the Appendices hereto, does not constitute an offer to sell or the solicitation of an offer to buy in any jurisdiction to any person to whom it is unlawful to make such offer, solicitation or sale. No dealer, broker, salesperson or other person has been authorized to give information or to make any representation other than those contained in this Official Statement, and, if given or made, such other information or representations must not be relied upon. The information set forth herein has been obtained from the City and other sources believed to be reliable, but such information is not guaranteed as to accuracy or completeness and is not to be construed as the promise or guarantee of the Financial Advisor or the Underwriters. This Official Statement contains, in part, estimates and matters of opinion which are not intended as statements of fact, and no representation is made as to the correctness of such estimates and opinions, or that they will be realized. The information and expressions of opinion contained herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City or other matters described herein. The prices and other terms respecting the offering and sale of the Certificates may be changed from time to time by the Underwriters after the Certificates are released for sale, and the Certificates may be offered and sold at prices other than the initial offering prices, including sales to dealers who may sell the Certificates into investment accounts. The Underwriters have provided the following sentence for inclusion in this Official Statement. The Underwriters have reviewed the information in this Official Statement in accordance with, and as part of, their respective responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. THE CERTIFICATES ARE EXEMPT FROM REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION AND CONSEQUENTLY HAVE NOT BEEN REGISTERED THEREWITH. IN ACCORDANCE WITH APPLICABLE SECURITIES LAW PROVISIONS OF THE JURISDICTION IN WHICH THE CERTIFICATES HAVE BEEN REGISTERED, QUALIFIED OR EXEMPTED SHOULD NOT BE REGARDED AS A RECOMMENDATION THEREOF. NEITHER THE CITY, ITS FINANCIAL ADVISOR NOR THE UNDERWRITERS MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE INFORMATION CONTAINED IN THIS OFFICIAL STATEMENT REGARDING DTC OR ANY POTENTIAL BOND INSURER OR ITS MUNICIPAL BOND GUARANTY POLICY AS DESCRIBED HEREIN (OR INCORPORATED BY REFERENCE) UNDER THE CAPTIONS “BOND INSURANCE” AND “FINANCIAL GUARANTY INSURANCE RISKS”, AS SUCH INFORMATION WAS PROVIDED BY DTC AND THE BOND INSURER, RESPECTIVELY. IN CONNECTION WITH THE OFFERING OF THE CERTIFICATES, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES OF THE CERTIFICATES AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. References to website addresses presented herein are for informational purposes only and may be in the form of a hyperlink solely for the reader’s convenience. Unless specified otherwise, such websites and the information or links contained therein are not incorporated into, and are not part of, this Official Statement for purposes of, and as that term is defined in, the Rule. Build America Mutual Assurance Company (“BAM”) makes no representation regarding the Bonds or the advisability of investing in the Bonds. In addition, BAM has not independently verified, makes no representation regarding, and does not accept any responsibility for the accuracy or completeness of this Official Statement or any information or disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of the information regarding BAM, supplied by BAM and presented under the heading “Bond Insurance” and “Appendix D - Specimen Municipal Bond Insurance Policy”. iv TABLE OF CONTENTS OFFICIAL STATEMENT SUMMARY ................ 1 SELECTED FINANCIAL INFORMATION ...................... 3 NET ASSETS ............................................................. 3 GENERAL FUND CONSOLIDATED STATEMENT SUMMARY ............................................................... 3 CITY OFFICIALS, STAFF AND CONSULTANTS ...................................................... 4 ELECTED OFFICIALS ................................................ 4 SELECTED ADMINISTRATIVE STAFF ......................... 4 CONSULTANTS AND ADVISORS ................................ 4 INTRODUCTION .................................................... 5 PLAN OF FINANCING ........................................... 5 GENERAL WEATHER EVENTS .......................... 6 THE CERTIFICATES ............................................. 6 BOND INSURANCE .............................................. 10 FINANCIAL GUARANTY INSURANCE RISK FACTORS ............................................................... 10 AD VALOREM PROPERTY TAXATION ......... 13 PORT ARTHUR TAX INCREMENT REINVESTMENT ZONE NO.1 ............................ 13 TABLE 1 - VALUATION, EXEMPTIONS AND GENERAL OBLIGATION DEBT ................................................ 17 TABLE 2 - TAXABLE ASSESSED VALUATIONS BY CATEGORY ........................................................ 18 TABLE 3 - VALUATION AND GENERAL OBLIGATION DEBT HISTORY .................................................. 19 TABLE 4 - TAX RATE, LEVY AND COLLECTION HISTORY ................................................................ 19 TABLE 5 - TEN LARGEST TAXPAYERS .................. 20 TABLE 6 - TAX ADEQUACY .................................. 20 TABLE 7 - ESTIMATED OVERLAPPING DEBT ......... 21 TABLE 8 - INDUSTRIAL DISTRICT CONTRACTS ..... 22 TABLE 8A - AD VALOREM TAX COMPARISON TO INDUSTRIAL DISTRICT CONTRACTS ................... 23 DEBT INFORMATION ......................................... 24 TABLE 9 - GENERAL OBLIGATION DEBT SERVICE REQUIREMENTS ..................................................... 24 TABLE 10 - INTEREST AND SINKING FUND BUDGET PROJECTION ........................................................... 25 TABLE 11 - COMPUTATION OF SELF-SUPPORTING DEBT ..................................................................... 25 TABLE 12 - AUTHORIZED BUT UNISSUED GENERAL OBLIGATION BONDS .............................................. 25 TABLE 13 - OTHER OBLIGATIONS .......................... 26 FINANCIAL INFORMATION ............................. 27 TABLE 14 - CHANGES IN NET ASSETS .................. 27 TABLE 14-A - GENERAL FUND REVENUES AND EXPENDITURES HISTORY ....................................... 28 TABLE 15 - MUNICIPAL SALES TAX HISTORY ...... 29 FINANCIAL POLICIES.............................................. 29 INVESTMENTS ........................................................ 29 TABLE 16 - CURRENT INVESTMENTS ..................... 31 TAX MATTERS ..................................................... 31 CONTINUING DISCLOSURE OF INFORMATION .................................................... 34 OTHER INFORMATION ..................................... 36 RATINGS ................................................................ 36 LITIGATION ............................................................ 37 REGISTRATION AND QUALIFICATION OF CERTIFICATES FOR SALE........................................ 37 LEGAL INVESTMENTS AND ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS ................................... 37 LEGAL OPINIONS ................................................... 37 AUTHENTICITY OF FINANCIAL DATA AND OTHER INFORMATION ........................................................ 38 FINANCIAL ADVISOR ............................................. 38 UNDERWRITING ..................................................... 38 FORWARD-LOOKING STATEMENTS DISCLAIMER.... 38 GENERAL INFORMATION REGARDING THE CITY .................................................................. APPENDIX A EXCERPTS FROM THE CITY OF PORT ARTHUR, TEXAS ANNUAL FINANCIAL REPORT .............................................................................................................................................. APPENDIX B FORM OF BOND COUNSEL'S OPINION ......................................................................................... APPENDIX C 1 OFFICIAL STATEMENT SUMMARY This summary is subject in all respects to the more complete information and definitions contained or incorporated in this Official Statement. The offering of the Certificates to potential investors is made only by means of this entire Official Statement. No person is authorized to detach this summary from this Official Statement or to otherwise use it without the entire Official Statement. THE CITY ............................... The City of Port Arthur (the "City") is a political subdivision and municipal corporation of the State of Texas (the "State"), located in Jefferson and Orange Counties, Texas. The City covers approximately 167 square miles. See "INTRODUCTION - DESCRIPTION OF THE CITY". THE CERTIFICATES................ The Certificates are issued as $17,675,000 Combination Tax and Revenue Certificates of Obligation, Series 2025. The Certificates are issued as serial certificates maturing February 15, 2026 through February 15, 2045. See "THE CERTIFICATES - DESCRIPTION OF THE CERTIFICATES". PAYMENT OF INTEREST ......... Interest on the Certificates accrues from their date of initial delivery (the “Delivery Date”) to the Underwriters, and is payable February 15, 2026, and each February 15 and August 15 thereafter until the earlier of maturity or prior redemption. See "THE CERTIFICATES - DESCRIPTION OF THE CERTIFICATES" and "THE CERTIFICATES - OPTIONAL REDEMPTION". AUTHORITY FOR ISSUANCE ... The Certificates are issued pursuant to the Constitution and general laws of the State of Texas, (the "State"), particularly Subchapter C of Chapter 271, Texas Government Code (the Certificate of Obligation Act of 1971), as amended, and constitute direct obligations of the City of Port Arthur, Texas (the "City"), payable from a continuing and direct annual ad valorem tax levied, within the limits prescribed by law, on all taxable property in the City as provided in the Ordinance (the "Ordinance"). See "THE CERTIFICATES - AUTHORITY FOR ISSUANCE OF THE CERTIFICATES". SECURITY FOR THE CERTIFICATES ...................... The Certificates constitute direct obligations of the City, payable from the levy and collection of a continuing and direct annual ad valorem tax, within the limits prescribed by law, on all taxable property located within the City. The Certificates will also be payable from the proceeds of an annual ad valorem tax, levied within the limits prescribed by law, against all taxable property within the City and will be further payable from a limited junior and subordinate pledge of the Net Revenues (as defined in the Ordinance) of the City's System in an amount not to exceed $10,000. See "THE CERTIFICATES – SECURITY AND SOURCE OF PAYMENT". OPTIONAL REDEMPTION ....... The Certificates maturing on and after February 15, 2035 are subject to optional redemption prior to maturity in whole or in part on February 15, 2034 or on any date thereafter, at a price equal to the principal amount thereof, plus accrued interest from the most recent interest payment date to the date of redemption. See "THE CERTIFICATES - OPTIONAL REDEMPTION". TAX EXEMPTION...................... In the opinion of Holland & Knight LLP, Bond Counsel, as more fully described herein, under existing law and assuming continuing compliance by the City (hereinafter defined) with certain tax covenants the interest on the Certificates is excludable from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”) and is not treated as an item of tax preference for purposes of computing the federal alternative minimum tax imposed on individuals under the Code; however, the interest on the Certificates is included in the "adjusted financial statement income" of certain corporations on which the federal alternative minimum tax is imposed under the Code. See "TAX MATTERS" herein for a discussion of the opinion of Bond Counsel. USE OF PROCEEDS ................. Proceeds from the sale of the Certificates will be used for the construction of public works, more specifically, (1) the construction or reconstruction of City streets, sidewalks and other street and sidewalk related improvements, (2) the construction of the City’s public buildings, (3) the renovation and equipping of City administrative buildings, and (4) the building, renovation and equipping of City 2 parks and recreation facilities and items related thereto, and costs of issuance related to the Certificates. MUNICIPAL BOND INSURANCE .......................... The scheduled payment of principal of and interest on the Certificates when due will be guaranteed under a separate municipal bond insurance policy to be issued concurrently with the delivery of the Certificates by Build America Mutual Assurance Company ("BAM") See "BOND INSURANCE" and "FINANCIAL GUARANTY INSURANCE RISK FACTORS ". RATINGS ................................. The Certificates are rated "AA" by S&P Global Ratings ("S&P"), by virtue of a municipal bond insurance policy to be issued by Build America Mutual Assurance Company and the Certificates and the presently outstanding tax-supported debt of the City are rated "A+" by S&P, without regard to credit enhancement. Additionally, the City’s General Obligation Refunding Bonds, Series 2019, Combination Tax and Revenue Certificates of Obligation, Series 2020A, Combination Tax and Revenue Certificates of Obligation, Series 2021, General Obligation Refunding Bonds, Series 2021 and Combination Tax and Revenue Certificates of Obligation, Series 2022 and are rated "AA" by S&P, with regard to credit enhancement. See "OTHER INFORMATION – Ratings". BOOK-ENTRY-ONLY SYSTEM The definitive Certificates will be initially registered and delivered only to Cede & Co., the nominee of The Depository Trust Company ("DTC") pursuant to the Book- Entry-Only System described herein. Beneficial ownership of the Certificates may be acquired in denominations of $5,000 or integral multiples thereof. No physical delivery of the Certificates will be made to the beneficial owners thereof. Principal of, premium, if any, and interest on the Certificates will be payable by the Paying Agent/Registrar to Cede & Co., which will make distribution of the amounts so paid to the participating members of DTC for subsequent payment to the beneficial owners of the Certificates. See "THE CERTIFICATES - BOOK-ENTRY-ONLY SYSTEM". PAYMENT RECORD ................ The City has never defaulted in payment of its general obligation tax debt. 3 SELECTED FINANCIAL INFORMATION Ratio Tax Fiscal Per Capita General Per Debt to Year Estimated Taxable Taxable Obligation Capita Taxable Percent Ended City Assessed Assessed (G.O.) G.O. Assessed Total 9/30 Population (1) Valuation (2)Valuation Tax Debt Tax Debt Valuation Collection 2021 53,062 2,977,712,061$ 56,118$ 47,036,180$ 886 $ 1.58% 98.62% 2022 56,039 3,400,575,514 60,682 50,791,678 906 1.49% 97.85% 2023 56,705 3,843,937,827 67,788 64,325,000 1,134 1.67% 97.25% 2024 55,724 4,238,185,538 76,057 74,638,673 1,339 1.76% 93.05% 2025 54,548 4,474,358,650 82,026 86,353,379 1,583 1.93% 95.95% (3) ________________ (1) Source: City officials. (2) As reported by the Jefferson County and Orange County appraisal districts on the City’s annual report of property value; subject to change during the ensuing year. (3) Collections through July 21, 2025. NET ASSETS 2024 2023 2022 2021 2020 Beginning Net Assets 127,476,309$ 122,563,992$ 90,075,474$ 68,638,688$ (1)61,996,974$ Total Revenues 119,464,956 111,132,366 105,728,146 108,112,145 97,640,591 Total Expenditures 106,511,781 115,054,802 84,682,205 92,974,107 88,979,086 Increase (Decrease) in Net Assets 140,429,484$ 118,641,556$ 111,121,415$ 83,776,726$ 70,658,479$ Transfers 6,649,535 8,834,753 11,442,577 6,298,748 6,744,639 Adjustments to Net Assets (1,414,970) - - - (8,764,230) Ending Net Assets 145,664,049$ 127,476,309$ 122,563,992$ 90,075,474$ 68,638,888$ Fiscal Year Ended September 30, ________________ (1) Restated. GENERAL FUND CONSOLIDATED STATEMENT SUMMARY 2024 2023 2022 2021 2020 Beginning Balance 30,267,641$ 35,359,684$ 31,545,125$ 33,219,512$ 30,306,307$ Total Revenues 79,267,034 72,364,329 78,497,827 74,292,435 68,933,714 Total Expenditures 71,528,857 70,340,154 68,171,974 65,892,672 62,108,297 Net Transfers (12,343,129) (7,116,218) (6,511,294) (10,074,150) (3,912,212) Net Funds Available 25,662,689$ 30,267,641$ 35,359,684$ 31,545,125$ 33,219,512$ Prior Period Adjustment - - - - - Ending Balance 25,662,689$ 30,267,641$ 35,359,684$ 31,545,125$ 33,219,512$ Fiscal Year Ended September 30, 4 FOR ADDITIONAL INFORMATION REGARDING THE CITY, PLEASE CONTACT: Ronald Burton, CPM Lynda "Lyn" Boswell, M.A., ICMA-CM Anne Burger Entrekin City Manager Director of Finance Senior Managing Director City of Port Arthur City of Port Arthur Hilltop Securities Inc. 444 Fourth Street or 444 Fourth Street or 70 Northeast Loop 410, Suite 750 Port Arthur, Texas 77640 Port Arthur, Texas 77640 San Antonio, Texas 78216 (409) 983-8101 (409) 983-8186 (210) 308-2200 ronald.burton@portarthurtx.gov lynda.boswell@portarthurtx.gov anne.burgerentrekin@hilltopsecurities.com CITY OFFICIALS, STAFF AND CONSULTANTS ELECTED OFFICIALS City Council Positions Term Expires Charlotte M. Moses(1)Mayor May 2028 Harold L. Doucet, Sr. Mayor Pro-Tem and Councilmember, District 4 May 2026 Willie Bae Lewis Councilmember, District 1 May 2026 Tiffany L. Hamilton Everfield Councilmember, District 2 May 2026 Doneane Beckcom Councilmember, District 3 May 2026 Thomas Kinlaw, III Councilmember Position 5, At Large May 2027 Donald Frank, Sr. Councilmember Position 6, At Large May 2027 ____________ (1) Mayor Moses was elected on June 7, 2025 and previously served as City Council Member from 2017 to 2023. SELECTED ADMINISTRATIVE STAFF Length of Name Position Service to the City Ronald Burton, CPM City Manager 15 Years, 8 Months Pamela Langford, CFM Assistant City Manager 21 Years, 0 Months Dr. Albert T. Thigpen, CAS, IPMA-SCP Assistant City Manager 31 Years, 9 Months Lynda "Lyn" Boswell, M.A., ICMA-CM Director of Finance 2 Years, 0 Months Roxann Pais Cotroneo City Attorney 1 Year, 1 Month CONSULTANTS AND ADVISORS Auditors ............................................................................................................................... Patillo, Brown & Hill, LLP Waco, Texas Bond Counsel ............................................................................................................................. Holland & Knight LLP Houston, Texas Financial Advisor ......................................................................................................................... Hilltop Securities Inc. San Antonio, Houston and Dallas, Texas 5 OFFICIAL STATEMENT RELATING TO $17,675,000 CITY OF PORT ARTHUR, TEXAS (Jefferson and Orange Counties, Texas) COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES 2025 INTRODUCTION This Official Statement, which includes the Appendices hereto, provides certain information regarding the issuance of $17,675,000 City of Port Arthur, Texas, Combination Tax and Revenue Certificates of Obligation, Series 2025 (the "Certificates"). Capitalized terms used in this Official Statement have the same meanings assigned to such terms in the ordinance authorizing the issuance of the Certificates (the "Ordinance”, except as otherwise indicated herein). There follows in this Official Statement descriptions of the Certificates and certain information regarding the City and its finances. All descriptions of documents contained herein are only summaries and are qualified in their entirety by reference to each such document. Copies of such documents may be obtained from the City's Financial Advisor, Hilltop Securities Inc., Dallas, Houston and San Antonio, Texas. This Official Statement speaks only as to its date, and the information contained herein is subject to change. A copy of the final Official Statement pertaining to the Certificates will be deposited with the Municipal Securities Rulemaking Board through its Electronic Municipal Market Access (“EMMA”) system. See “CONTINUING DISCLOSURE OF INFORMATION” herein for a description of the City’s undertaking to provide certain information on a continuing basis. DESCRIPTION OF THE CITY . . . The City is a home rule municipality, duly organized and existing under the laws of the State of Texas (the "State"), including the City's Home Rule Charter. The City was incorporated in 1898, and first adopted its Home Rule Charter in 1963. The City operates under a Council/Manager form of government with a City Council comprised of the Mayor and six Councilmembers. The term of office is three years for the Mayor and six years for Councilmembers. The City Manager is the chief administrative officer for the City. Some of the services that the City provides are public safety (police and fire protection), highways and streets, water and sanitary sewer utilities, health and social services, solid waste, culture-recreation, public transportation, public improvements, planning and zoning, and general administrative services. The 2020 Census population for the City was 56,039 and the estimated 2025 population is 54,548. The City covers approximately 167 square miles. PLAN OF FINANCING PURPOSE . . . Proceeds from the sale of the Certificates will be used for the construction of public works, more specifically, (1) the construction or reconstruction of City streets, sidewalks and other street and sidewalk related improvements, (2) the construction of the City’s public buildings, (3) the renovation and equipping of City administrative buildings, and (4) the building, renovation and equipping of City parks and recreation facilities and items related thereto, and costs of issuance related to the Certificates. [The Remainder of this Page Intentionally Left Blank] 6 SOURCES AND USES OF CERTIFICATE PROCEEDS . . . The proceeds from the sale of the Certificates are expected to be expended as follows: Sources: Par Amount 17,675,000.00$ Premium 658,683.40 Total Sources of Funds 18,333,683.40$ Uses: Deposit to Construction Fund 18,000,000.00$ Costs of Issuance (1)230,431.90 Underwriters' Discount 103,251.50 Total Uses of Funds 18,333,683.40$ ________________ (1) Includes legal fees, financial advisory fees, rating agency fees, fees of the Paying Agent/Registrar, and other costs of issuance, including contingency. GENERAL WEATHER EVENTS The City is located near the Texas Gulf Coast. Land located in this area is susceptible to high winds, heavy rain and flooding caused by rain events, hurricanes, tropical storms, and other tropical disturbances. Due in part to its relatively flat topography and moist coastal climate, and partly due to the effects of subsidence, certain areas of the City are subject to periodic flooding and associated severe property damage as a result of rain events, tropical storms and hurricanes. The City and most of the municipalities located within the City participate in the National Flood Insurance Program administered by the Federal Emergency Management Agency ("FEMA"). Communities participating in the National Flood Insurance Program are required by FEMA to adopt restrictions on development in designated flood-prone areas. In exchange, the National Flood Insurance Program makes federally subsidized flood insurance available to property owners located in the participating communities. Given the ongoing effects of subsidence as well as increased development and urbanization within the City, FEMA periodically updates and revises its maps designating the areas of the City that are subject to special flood hazards. Properties that are currently located outside of a designated flood-prone area may suffer a reduction in value if they are placed within the boundaries of a special flood hazard area the next time FEMA updates and revises its flood maps. Not all flood hazards are mapped on the FEMA flood maps, nor is every bayou or creek in the City studied. Flooding can occur from ponding or overland sheet flow when intense rainfall overwhelms the local street drainage system. The mapped floodplain is only an estimate of where flooding is predicted to occur from a bayou or creek, given a set of parameters including a hypothetical rainfall occurring over a watershed for an assumed amount of time. During an actual rain event, natural conditions can result in greater amounts of rainfall or runoff, resulting in flood levels deeper and wider than shown on the FEMA maps. If flooding or another weather-related event were to significantly damage improvements within the City, the assessed value of property within the City could be reduced, which could result in a decrease in tax revenues and/or necessitate an increase in the City’s tax rate. Further, there can be no assurance that a casualty loss to taxable property within the City will be covered by insurance (or property owners will choose to carry flood insurance), any insurance company will fulfill its obligations to provide insurance proceeds or that insurance proceeds will be used to rebuild or repair damaged improvements within the City. Even if insurance proceeds are available and improvements are rebuilt, there could be a period of time in which assessed values within the City would be adversely affected. THE CERTIFICATES DESCRIPTION OF THE CERTIFICATES . . . The Certificates are dated August 1, 2025 and mature on February 15 in each of the years and in the amounts shown on the inside cover page hereof. Interest will accrue from the "Delivery Date" to the Underwriters and will be computed on the basis of a 360-day year of twelve 30-day months, and will be payable on February 15 and August 15, commencing February 15, 2026 until the earlier of maturity or prior 7 redemption. The definitive Certificates will be issued only in fully registered form in any integral multiple of $5,000 for any one maturity and will be initially registered and delivered only to Cede & Co., the nominee of The Depository Trust Company ("DTC") pursuant to the Book-Entry-Only System described herein. No physical delivery of the Certificates will be made to the owners thereof. Principal of, premium, if any, and interest on the Certificates will be payable by the Paying Agent/Registrar to Cede & Co., which will make distribution of the amounts so paid to the participating members of DTC for subsequent payment to the beneficial owners of the Certificates. See "- BOOK-ENTRY-ONLY SYSTEM" herein. AUTHORITY FOR ISSUANCE . . . The Certificates are issued pursuant to the Constitution and general laws of the State of Texas, (the "State"), particularly Subchapter C of Chapter 271, Texas Government Code (the Certificate of Obligation Act of 1971), as amended, the City’s home-rule charter, and the Ordinance. SECURITY AND SOURCE OF PAYMENT . . . All taxable property within the City is subject to an annual ad valorem tax levied, within the limits prescribed by law, by the City sufficient to provide for the payment of principal of and interest on all Certificates. The Certificates will be payable from (i) the proceeds of an annual ad valorem tax, levied within the limits prescribed by law, against all taxable property within the City and (ii) a limited junior and subordinate pledge of the Net Revenues of the City's System in an amount not to exceed $10,000. TAX RATE LIMITATION . . . All taxable property within the City is subject to the assessment, levy and collection by the City of an annual ad valorem tax sufficient to provide for the payment of the principal of and interest on all ad valorem tax debt within the limits prescribed by law. Article XI, Section 5, of the Texas Constitution, is applicable to the City, and limits its maximum ad valorem tax rate to $2.50 per $100 Taxable Assessed Valuation for all City purposes. The Home Rule Charter of the City adopts the constitutionally authorized maximum tax rate of $2.50 per $100 Taxable Assessed Valuation. Administratively, the Attorney General of the State of Texas has adopted rules that will not permit the City to issue debt in an amount greater than that which at the time of issuance can be supported by a debt service tax of $1.50 per $100 of Taxable Assessed Valuation, generally based on a 90% collection rate. OPTIONAL REDEMPTION . . . The Certificates maturing on and after February 15, 2035 are subject to optional redemption prior to maturity in whole or in part on February 15, 2034 or on any date thereafter, at a price equal to the principal amount thereof, plus accrued interest from the most recent interest payment date to the date of redemption. DEFEASANCE . . . In the Ordinance, the City reserves the right to defease the Certificates in any manner now or hereafter permitted by law. BOOK- ENTRY-ONLY SYSTEM . . . This section describes how ownership of the Certificates is to be transferred and how the principal of, premium, if any, and interest on the Certificates are to be paid to and credited by DTC, New York, New York, while the Certificates are registered in its nominee name. The information in this section concerning DTC and the Book-Entry-Only System has been provided by DTC for use in disclosure documents such as this Official Statement. The City and the Underwriters believe the source of such information to be reliable but take no responsibility for the accuracy or completeness thereof. The City and the Underwriters cannot and do not give any assurance that (1) DTC will distribute payments of debt service on the Certificates, or redemption or other notices, to DTC Participants, (2) DTC Participants or others will distribute debt service payments paid to DTC or its nominee (as the registered owner of the Certificates), or redemption or other notices, to the Beneficial Owners, or that they will do so on a timely basis, or (3) DTC will serve and act in the manner described in this Official Statement. The current rules applicable to DTC are on file with the Securities and Exchange Commission, and the current procedures of DTC to be followed in dealing with DTC Participants are on file with DTC. DTC will act as securities depository for the Certificates. The Certificates will be issued as fully-registered certificates registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Security certificate will be issued for the Certificates, in the aggregate principal amount of such issue, and will be deposited with DTC. DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, 8 and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity, corporate and municipal debt issues, and money market instrument (from over 100 countries) that DTC’s participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other certificates transactions in deposited securities through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). Direct Participants and Indirect Participants are referred to herein as the "Participants". DTC has Standard & Poor’s rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com and www.dtc.org. Purchases of Certificates under the DTC system must be made by or through Direct Participants, which will receive a credit for the Certificates on DTC’s records. The ownership interest of each actual purchaser of each Bond ("Beneficial Owner") is in turn to be recorded on the Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Certificates are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Certificates, except in the event that use of the book-entry system for the Certificates is discontinued. To facilitate subsequent transfers, all Certificates deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co. or such other name as may be requested by an authorized representative of DTC. The deposit of Certificates with DTC and their registration in the name of Cede & Co. or such other nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Certificates; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Certificates are credited, which may or may not be the Beneficial Owners. Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Certificates may wish to take certain steps to augment transmission to them of notices of significant events with respect to the Certificates, such as redemptions, tenders, defaults, and proposed amendments to the certificate documents. For example, Beneficial Owners of Certificates may wish to ascertain that the nominee holding the Certificates for their benefit has agreed to obtain and transmit notices to Beneficial Owners, in the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of the notices be provided directly to them. Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to the Certificates unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to Issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Certificates are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal and interest payments on the Certificates will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts, upon DTC’s receipt of funds and corresponding detail information from the City or the Paying Agent/Registrar on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with certificates held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC nor its nominee, the City, or Paying Agent/Registrar, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and 9 dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the City or the Paying Agent/Registrar, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Participants. DTC may discontinue providing its services as securities depository with respect to the Certificates at any time by giving reasonable notice to the City or the Paying Agent/Registrar. Under such circumstances, in the event that a successor securities depository is not obtained, Bond certificates are required to be printed and delivered. The City may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, Security certificates will be printed and delivered to DTC. The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that the City believes to be reliable, but the City takes no responsibility for the accuracy thereof. EFFECT OF TERMINATION OF BOOK-ENTRY-ONLY SYSTEM . . . In the event that the Book-Entry-Only System is discontinued by DTC or the use of the Book-Entry-Only System is discontinued by the City, printed Certificates will be issued to the holders and the Certificates will be subject to transfer, exchange and registration provisions as set forth in the Ordinance and summarized under "THE CERTIFICATES - TRANSFER, EXCHANGE AND REGISTRATION" below. Discontinuation of the DTC Book-Entry-Only System by the City may require consent of DTC Participants under its Operational Arrangements. PAYING AGENT/REGISTRAR . . . The initial Paying Agent/Registrar is UMB Bank, N.A., Austin, Texas. In the Ordinance, the City retains the right to replace the Paying Agent/Registrar. The City covenants to maintain and provide a Paying Agent/Registrar at all times until the Certificates are duly paid and any successor Paying Agent/Registrar shall be a commercial bank or trust company organized under the laws of the State of Texas or other entity duly qualified and legally authorized to serve as and perform the duties and services of Paying Agent/Registrar for the Certificates. Upon any change in the Paying Agent/Registrar for the Certificates, the City agrees to promptly cause a written notice thereof to be sent to each registered owner of the Certificates by United States mail, first class, postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. TRANSFER, EXCHANGE AND REGISTRATION . . . In the event the Book-Entry-Only System should be discontinued, the Certificates may be transferred and exchanged on the registration books of the Paying Agent/Registrar only upon presentation and surrender to the Paying Agent/Registrar and such transfer or exchange shall be without expense or service charge to the registered owner, except for any tax or other governmental charges required to be paid with respect to such registration, exchange and transfer. Certificates may be assigned by the execution of an assignment form on the respective Certificates or by other instrument of transfer and assignment acceptable to the Paying Agent/Registrar. New Certificates will be delivered by the Paying Agent/Registrar, in lieu of the Certificates being transferred or exchanged, at the designated office of the Paying Agent/Registrar, or sent by United States mail, first class, postage prepaid, to the new registered owner or his designee. To the extent possible, new Certificates issued in an exchange or transfer of Certificates will be delivered to the registered owner or assignee of the registered owner in not more than three business days after the receipt of the Certificates to be canceled, and the written instrument of transfer or request for exchange duly executed by the registered owner or his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. New Certificates registered and delivered in an exchange or transfer shall be in any integral multiple of $5,000 for any one maturity and for a like aggregate principal amount as the Certificates surrendered for exchange or transfer. See "BOOK-ENTRY-ONLY SYSTEM" herein for a description of the system to be utilized initially in regard to ownership and transferability of the Certificates. RECORD DATE FOR INTEREST PAYMENT . . . The record date ("Record Date") for the interest payable on the Certificates on any interest payment date means the close of business on the last business day of the preceding month. 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 City. Notice of the Special Record Date and of the scheduled payment date of the past due interest ("Special Payment Date", 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 Holder of a Bond appearing on the registration books of the Paying Agent/Registrar at the close of business on the last business day next preceding the date of mailing of such notice. 10 BONDHOLDERS’ REMEDIES . . . The Ordinance does not provide any remedies to a bondholder if the City defaults on the payment of the principal of or interest on the Bonds. If a bondholder of a Bond does not receive payment of principal of or interest on the Bonds when due, the bondholder may seek a writ of mandamus from a court of competent jurisdiction. The issuance of a writ of mandamus may be sought if there is no other available remedy at law to compel performance under the Bonds or the Ordinance and the City's obligations are not uncertain or disputed. The remedy of mandamus is controlled by equitable principles, so rests with the discretion of the court, but may not be arbitrarily refused. There is no acceleration of maturity of the Bonds in the event of default and, consequently, the remedy of mandamus may have to be relied upon from year to year. The Ordinance does not provide for the appointment of a trustee to represent the interest of the bondholders of the Bonds upon any failure of the City to perform in accordance with the terms of the Ordinance, or upon any other condition and accordingly all legal actions to enforce such remedies would have to be undertaken at the initiative of, and be financed by, the bondholders. The Texas Supreme Court ruled in Tooke v. City of Mexia, 197 S.W. 3rd 325 (Tex. 2006), that a waiver of governmental immunity in a contractual dispute must be provided for by statute in "clear and unambiguous" language. Because it is unclear whether the Texas legislature has effectively waived the City's governmental immunity from a suit for money damages, bondholders may not be able to bring such a suit against the City for breach of the Bonds or covenants in the Ordinance. Even if a judgment against the City could be obtained, it could not be enforced by direct levy and execution against the City's property. Further, the bondholders cannot themselves foreclose on property within the City or sell property within the City to enforce the tax lien on taxable property to pay the principal of and interest on the Bonds. On April 1, 2016, the Texas Supreme Court ruled in Wasson Interests, Ltd. v. City of Jacksonville, 59 Tex. Sup. Ct. J. 524 (Tex. 2016) that governmental immunity does not imbue a city with derivative immunity when it performs proprietary, as opposed to governmental, functions in respect to contracts executed by a city. Texas jurisprudence has generally held that proprietary functions are those conducted by a city in its private capacity, for the benefit only of those within its corporate limits, and not as an arm of the government or under the authority or for the benefit of the state. In Wasson, the Court recognized that the distinction between governmental a proprietary functions is not clear. Therefore, in considering municipal breach of contract cases, it is incumbent on the courts to determine whether a function is proprietary or governmental based upon the common law and statutory guidance. Issues related to the applicability of governmental immunity as they relate to the issuance of municipal debt have not been adjudicated. Each situation will be evaluated based on the facts and circumstances surrounding the contract in question. Furthermore, the City is eligible to seek relief from its creditors under Chapter 9 of the U.S. Bankruptcy Code ("Chapter 9"). Although Chapter 9 provides for the recognition of a security interest represented by a specifically pledged source of revenues, the pledge of ad valorem taxes in support of a general obligation of a bankrupt entity is not specifically recognized as a security interest under Chapter 9. Chapter 9 also includes an automatic stay provision that would prohibit, without Bankruptcy Court approval, the prosecution of any other legal action by creditors or Bondholders of an entity which has sought protection under Chapter 9. Therefore, should the City avail itself of Chapter 9 protection from creditors, the ability to enforce would be subject to the approval of the Bankruptcy Court (which could require that the action be heard in Bankruptcy Court instead of other federal or state court); and the Bankruptcy Code provides for broad discretionary powers of a Bankruptcy Court in administering any proceeding brought before it. The opinion of bond counsel will note that all opinions with respect to the rights of the Bondholders of the Bonds are subject to the applicable provisions of federal bankruptcy laws and any other similar laws affecting the rights of creditors of political subdivisions generally and may be limited by general principles of equity which permit the exercise of judicial discretion. BOND INSURANCE Concurrently with the issuance of the Bonds, Build America Mutual Assurance Company (“BAM”) will issue its Municipal Bond Insurance Policy for the Bonds (the “Policy”). The Policy guarantees the scheduled payment of principal of and interest on the Bonds when due as set forth in the form of the Policy included as an exhibit to this Official Statement. The Policy is not covered by any insurance security or guaranty fund established under New York, California, Connecticut or Florida insurance law. 11 Build America Mutual Assurance Company BAM is a New York domiciled mutual insurance corporation and is licensed to conduct financial guaranty insurance business in all fifty states of the United States and the District of Columbia. BAM provides credit enhancement products to issuers in the U.S. public finance markets. BAM will only insure municipal bonds, as defined in Section 6901 of the New York Insurance Law, which are most often issued by states, political subdivisions, integral parts of states or political subdivisions or entities otherwise eligible for the exclusion of income under section 115 of the U.S. Internal Revenue Code of 1986, as amended. No member of BAM is liable for the obligations of BAM. The address of the principal executive offices of BAM is: 200 Liberty Street, 27th Floor, New York, New York 10281, its telephone number is: 212-235-2500, and its website is located at: www.bambonds.com. BAM is licensed and subject to regulation as a financial guaranty insurance corporation under the laws of the State of New York and in particular Articles 41 and 69 of the New York Insurance Law. BAM’s financial strength is rated “AA/Stable” by S&P Global Ratings, a business unit of Standard & Poor's Financial Services LLC (“S&P”). An explanation of the significance of the rating and current reports may be obtained from S&P at www.standardandpoors.com. The rating of BAM should be evaluated independently. The rating reflects S&P’s current assessment of the creditworthiness of BAM and its ability to pay claims on its policies of insurance. The above rating is not a recommendation to buy, sell or hold the Bonds, and such rating is subject to revision or withdrawal at any time by S&P, including withdrawal initiated at the request of BAM in its sole discretion. Any downward revision or withdrawal of the above rating may have an adverse effect on the market price of the Bonds. BAM only guarantees scheduled principal and scheduled interest payments payable by the issuer of the Bonds on the date(s) when such amounts were initially scheduled to become due and payable (subject to and in accordance with the terms of the Policy), and BAM does not guarantee the market price or liquidity of the Bonds, nor does it guarantee that the rating on the Bonds will not be revised or withdrawn. Capitalization of BAM BAM’s total admitted assets, total liabilities, and total capital and surplus, as of June 30, 2024 and as prepared in accordance with statutory accounting practices prescribed or permitted by the New York State Department of Financial Services were $486.0 million, $232.7 million and $253.3 million, respectively. BAM is party to a first loss reinsurance treaty that provides first loss protection up to a maximum of 15% of the par amount outstanding for each policy issued by BAM, subject to certain limitations and restrictions. BAM’s most recent Statutory Annual Statement, which has been filed with the New York State Insurance Department and posted on BAM’s website at www.buildamerica.com, is incorporated herein by reference and may be obtained, without charge, upon request to BAM at its address provided above (Attention: Finance Department). Future financial statements will similarly be made available when published. BAM makes no representation regarding the Bonds or the advisability of investing in the Bonds. In addition, BAM has not independently verified, makes no representation regarding, and does not accept any responsibility for the accuracy or completeness of this Official Statement or any information or disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of the information regarding BAM, supplied by BAM and presented under the heading “BOND INSURANCE”. Additional Information Available from BAM Credit Insights Videos. . . For certain BAM-insured issues, BAM produces and posts a brief Credit Insights video that provides a discussion of the obligor and some of the key factors BAM’s analysts and credit committee considered when approving the credit for insurance. The Credit Insights videos are easily accessible on BAM's website at www.bambonds.com/insights/#videos. (The preceding website address is provided for convenience of reference only. Information available at such address is not incorporated herein by reference.) Credit Profiles. . . Prior to the pricing of bonds that BAM has been selected to insure, BAM may prepare a pre-sale Credit Profile for those bonds. These pre-sale Credit Profiles provide information about the sector designation (e.g. general obligation, sales tax); a preliminary summary of financial information and key ratios; and demographic and 12 economic data relevant to the obligor, if available. Subsequent to closing, for any offering that includes bonds insured by BAM, any pre-sale Credit Profile will be updated and superseded by a final Credit Profile to include information about the gross par insured by CUSIP, maturity and coupon. BAM pre-sale and final Credit Profiles are easily accessible on BAM's website at www.bambonds.com/credit-profiles/. BAM will produce a Credit Profile for all bonds insured by BAM, whether or not a pre-sale Credit Profile has been prepared for such bonds. (The preceding website address is provided for convenience of reference only. Information available at such address is not incorporated herein by reference.) Disclaimers. . . The Credit Profiles and the Credit Insights videos and the information contained therein are not recommendations to purchase, hold or sell securities or to make any investment decisions. Credit-related and other analyses and statements in the Credit Profiles and the Credit Insights videos are statements of opinion as of the date expressed, and BAM assumes no responsibility to update the content of such material. The Credit Profiles and Credit Insight videos are prepared by BAM; they have not been reviewed or approved by the issuer of or the underwriter for the Bonds, and the issuer and underwriter assume no responsibility for their content. BAM receives compensation (an insurance premium) for the insurance that it is providing with respect to the Bonds. Neither BAM nor any affiliate of BAM has purchased, or committed to purchase, any of the Bonds, whether at the initial offering or otherwise. FINANCIAL GUARANTY INSURANCE RISK FACTORS FINANCIAL GUARANTY INSURER . . . In the event of default of the payment of principal or interest with respect to the Certificates when all or some becomes due, any owner of the Certificates shall have a claim under the Policy for such payments. However, in the event of any acceleration of the due date of such principal by reason of mandatory or optional redemption, other than any advancement of maturity pursuant to a mandatory sinking fund payment, the payments are to be made in such amounts and at such times as such payments would have been due had there not been any such acceleration. The Policy does not insure against redemption premium, if any. The payment of principal and interest in connection with mandatory or optional prepayment of the Certificates by the Issuer which is recovered by the Issuer from the Bond owner as a voidable preference under applicable bankruptcy law is covered by the Policy, however, such payments will be made by the Insurer at such time and in such amounts as would have been due absence such prepayment by the Issuer unless the Insurer chooses to pay such amounts at an earlier date. Under no circumstances does default of payment of principal and interest obligate acceleration of the obligations of the Insurer without its consent. The Insurer may direct and must consent to any remedies under the Ordinance and the Insurer’s consent may be required in connection with amendments to the Ordinance. In the event the Insurer is unable to make payment of principal and interest as such payments become due under the Policy, the Certificates are payable solely from the money received by the Paying Agent/Registrar pursuant to the Ordinance. In the event the Insurer becomes obligated to make payments with respect to the Certificates, no assurance is given that such event will not adversely affect the market price of the Certificates or the marketability (liquidity) for the Certificates. The long-term ratings on the Certificates are dependent on the financial strength of the Insurer and its claims-paying ability. The Insurer’s financial strength and claims paying ability are predicated upon a number of factors which could change over time. No assurance is given that the long-term ratings of the Insurer and of the rating on the Certificates insured by the Insurer will not be subject to downgrade and such event could adversely affect the market price of the Certificates or the marketability (liquidity) for the Certificates. See description "OTHER INFORMATION – RATINGS" herein. The obligations of the Insurer are general obligations of the Insurer and in an event of default by the Insurer, the remedies available to the Certificate Holders of Certificates may be limited by applicable bankruptcy law or other similar laws related to insolvency. CLAIMS-PAYING ABILITY AND FINANCIAL STRENGTH OF MUNICIPAL BOND INSURERS . . . Moody’s Investor Services, Inc., S&P Global Ratings, a division of Standard & Poor’s Financial Services LLC, and Fitch Ratings (collectively, the "Rating Agencies") have, in the past, downgraded and/or placed on negative watch the claimspaying and financial strength of most providers of municipal bond insurance. Additional downgrades or negative changes in the rating outlook for all bond insurers are possible. In addition, past events in the credit markets have had substantial negative effects on the bond insurance business. These developments could be viewed as 13 having a material adverse effect on the claims-paying ability of such bond insurers, including any bond insurer of the Certificates. Thus, when making an investment decision, potential investors should carefully consider the ability of the City to pay principal and interest on the Certificates and the claims-paying ability of any such bond insurer, particularly over the life of the Certificates. Neither the City nor the Underwriters have made independent investigation into the claims paying ability of the Insurer and no assurance or representation regarding the financial strength or projected financial strength of the Insurer is given. AD VALOREM PROPERTY TAXATION The following is a summary of certain provisions of State law as it relates to ad valorem taxation and is not intended to be complete. Reference is made to Title I of the Texas Tax Code, as amended (the "Property Tax Code"), for identification of property subject to ad valorem taxation, property exempt or which may be exempted from ad valorem taxation if claimed, the appraisal of property for ad valorem tax purposes, and the procedures and limitations applicable to the levy and collection of ad valorem taxes. VALUATION OF TAXABLE PROPERTY . . . The Property Tax Code provides for countywide appraisal and equalization of taxable property values and establishes in each county of the State an appraisal district and an appraisal review board ("Appraisal Review Board") responsible for appraising property for all taxing units within the county. The appraisal of property within the City is the responsibility of the Orange County Appraisal District and Jefferson Central Appraisal District (the "Appraisal Districts"). Except as described below, the Appraisal Districts are required to appraise all property within the Appraisal Districts on the basis of 100% of its market value and is prohibited from applying any assessment ratios. In determining market value of property, the Appraisal Districts are required to consider the cost method of appraisal, the income method of appraisal and the market data comparison method of appraisal and use the method the chief appraiser of the Appraisal Districts considers most appropriate. The Property Tax Code requires appraisal districts to reappraise all property in its jurisdiction at least once every three years. A taxing unit may require annual review at its own expense and is entitled to challenge the determination of appraised value of property within the taxing unit by petition filed with the Appraisal Review Board. State law requires the appraised value of an owner’s principal residence ("homestead" or "homesteads") to be based solely on the property’s value as a homestead, regardless of whether residential use is considered to be the highest and best use of the property. State law further limits the appraised value of a homestead to the lesser of (1) the market value of the property or (2) 110% of the appraised value of the property for the preceding tax year plus the market value of all new improvements to the property (the "10% Homestead Cap"). The 10% increase is cumulative, meaning the maximum increase is 10% times the number of years since the property was last appraised. See "TABLE 1 – VALUATION, EXEMPTIONS AND GENERAL OBLIGATION DEBT" for the reduction in taxable valuation attributable to the 10% Homestead Cap. Effective January 1, 2024, an appraisal district is prohibited from increasing the appraised value of real property during the 2024 tax year on certain non-homestead properties (the "Subjected Property") whose appraised values are not more than $5,000,000 (the "maximum property value") to an amount not to exceed the lesser of: (1) the market value of the Subjected Property for the most recent tax year that the market value was determined by the appraisal office or (2) the sum of: (a) 20 percent of the appraised value of the Subjected Property for the preceding tax year; (b) the appraised value of the Subjected Property for the preceding tax year; and (c) the market value of all new improvements to the Subjected Property. After the 2024 tax year, through December 31, 2026 (unless extended by the Legislature), the maximum property value may be increased or decreased by the product of the preceding state fiscal year’s increase or decrease in the consumer price index, as applicable, to the maximum property value. State law provides that eligible owners of both agricultural land and open-space land, including open-space land devoted to farm or ranch purposes or open-space land devoted to timber production, may elect to have such property appraised for property taxation on the basis of its productive capacity ("Productivity Value"). The same land may not be qualified as both agricultural and open-space land. See "Table 1 – Valuation, Exemptions and General Obligation Debt" for the reduction in taxable valuation attributable to valuation by Productivity Value. The appraisal values set by the Appraisal Districts are subject to review and change by the Appraisal Review Board. The appraisal rolls, as approved by the Appraisal Review Board, are used by taxing units, such as the City, in establishing their tax rolls and tax rates. See "AD VALOREM PROPERTY TAXATION – CITY’S RIGHTS IN THE EVENT OF TAX DELINQUENCIES." 14 STATE MANDATED HOMESTEAD EXEMPTIONS . . . State law grants, with respect to each taxing unit in the State, various exemptions for disabled veterans and their families, surviving spouses of members of the armed services killed in action and surviving spouses of first responders killed or fatally wounded in the line of duty. See "Table 1 – Valuation, Exemptions and General Obligation Debt" for the reduction in taxable valuation attributable to state- mandated homestead exemptions. LOCAL OPTION HOMESTEAD EXEMPTIONS . . . The governing body of a taxing unit, including a city, county, school district, or special district, at its option may grant: (1) an exemption of up to 20% of the market value of all homesteads (but not less than $5,000) and (2) an additional exemption of the market value of the homesteads of persons 65 years of age or older and the disabled. Each taxing unit decides if it will offer the local option homestead exemptions and at what percentage or dollar amount, as applicable. See "Table 1 – Valuation, Exemptions and General Obligation Debt" for the reduction in taxable valuation, if any, attributable to local option homestead exemptions. Cities, counties and school districts are prohibited from repealing or reducing an optional homestead exemption that was granted in tax year 2022 through December 31, 2027. LOCAL OPTION FREEZE FOR THE ELDERLY AND DISABLED . . . The governing body of a county, municipality or junior college district may, at its option, provide for a freeze on the total amount of ad valorem taxes levied on the homesteads of persons 65 years of age or older or of disabled persons above the amount of tax imposed in the year such residence qualified for such exemption. Also, upon voter initiative, an election may be held to determine by majority vote whether to establish such a freeze on ad valorem taxes. Once the freeze is established, the total amount of taxes imposed on such homesteads cannot be increased except for certain improvements, and such freeze cannot be repealed or rescinded. See "Table 1 – Valuation, Exemptions and General Obligation Debt" for the reduction in taxable valuation, if any, attributable to the freeze on taxes for the elderly and disabled. PERSONAL PROPERTY . . . Tangible personal property (furniture, machinery, supplies, inventories, etc.) used in the "production of income" is taxed based on the property’s market value. Taxable personal property includes income- producing equipment and inventory. Intangibles such as goodwill, accounts receivable, and proprietary processes are not taxable. Tangible personal property not held or used for production of income, such as household goods, automobiles or light trucks, and boats, is exempt from ad valorem taxation unless the governing body of a taxing unit elects to tax such property. FREEPORT EXEMPTIONS . . . Certain goods detained in the State for 175 days or less for the purpose of assembly, storage, manufacturing, processing or fabrication ("Freeport Property") are exempt from ad valorem taxation unless a taxing unit took official action to tax Freeport Property before April 1,1990 and has not subsequently taken official action to exempt Freeport Property. Decisions to continue to tax Freeport Property may be reversed in the future; decisions to exempt Freeport Property are not subject to reversal. Certain goods, principally inventory, that are stored for the purposes of assembling, storing, manufacturing, processing or fabricating the goods in a location that is not owned by the owner of the goods and are transferred from that location to another location within 175 days ("Goods-in-Transit"), are exempt from ad valorem taxation unless a taxing unit takes official action by January 1 of the year preceding a tax year, after holding a public hearing, to tax Goods-in-Transit beginning the following tax year. Goods-in-Transit and Freeport Property do not include oil, natural gas or petroleum products, and Goods-in- Transit does not include special inventories such as motor vehicles or boats in a dealer’s retail inventory. A taxpayer may receive only one of the Goods-in-Transit or Freeport Property exemptions for items of personal property. See "Table 1 – Valuation, Exemptions and General Obligation Debt" for the reduction in taxable valuation, if any, attributable to Goods-in-Transit or Freeport Property exemptions. OTHER EXEMPT PROPERTY . . . Other major categories of exempt property include property owned by the State or its political subdivisions if used for public purposes, property exempt by federal law, property used for pollution control, farm products owned by producers, property of nonprofit corporations used for scientific research or educational activities benefitting a college or university, designated historic sites, solar and wind-powered energy devices, and certain classes of intangible personal property. TEMPORARY EXEMPTION FOR QUALIFIED PROPERTY DAMAGED BY A DISASTER . . . The Property Tax Code entitles the owner of certain qualified (i) tangible personal property used for the production of income, (ii) improvements to real property, and (iii) manufactured homes located in an area declared by the governor to be a disaster area following a disaster and is at least 15 percent damaged by the disaster, as determined by the chief appraiser, to an exemption from taxation of a portion of the appraised value of the property. The amount of the exemption ranges from 15 percent to 100 percent based upon the damage assessment rating assigned by the chief 15 appraiser. The governing body of the taxing unit is not required to take any action in order for the taxpayer to be eligible for the exemption. If a taxpayer qualifies for the exemption after the beginning of the tax year, the amount of the exemption is prorated based on the number of days left in the tax year following the day on which the Governor declares the area to be a disaster area. For more information on the exemption, reference is made to Section 11.35 of the Tax Code. TAX INCREMENT FINANCING ZONES . . . A city or county, by petition of the landowners or by action of its governing body, may create one or more tax increment financing zones ("TIRZ") within its boundaries, and other overlapping taxing units may agree to contribute taxes levied against the "Incremental Value" in the TIRZ to finance or pay for project costs, as defined in Chapter 311, Texas Government Code, general located within the TIRZ. At the time of the creation of the TIRZ, a "base value" for the real property in the TIRZ is established and the difference between any increase in the assessed valuation of taxable real property in the TIRZ in excess of the base value is known as the "Incremental Value", and during the existence of the TIRZ, all or a portion of the taxes levied by each participating taxing unit against the Incremental Value in the TIRZ are restricted to paying project and financing costs within the TIRZ and are not available for the payment of other obligations of such taxing units. See "AD VALOREM PROPERTY TAXATION - CITY APPLICATION OF PROPERTY TAX CODE" for descriptions of any TIRZ created in the City. TAX ABATEMENT AGREEMENTS . . . Taxing units may also enter into tax abatement agreements to encourage economic development. Under the agreements, a property owner agrees to construct certain improvements on its property. The taxing unit, in turn, agrees not to levy a tax on all or part of the increased value attributable to the improvements until the expiration of the agreement. The abatement agreement could last for a period of up to 10 years. See "AD VALOREM PROPERTY TAXATION – CITY APPLICATION OF PROPERTY TAX CODE" for descriptions of any of the City’s tax abatement agreements. For a discussion of how the various exemptions described above are applied by the City, see "AD VALOREM PROPERTY TAXATION – CITY APPLICATION OF PROPERTY TAX CODE" herein. CITY’S RIGHTS IN THE EVENT OF TAX DELINQUENCIES . . . Taxes levied by the City are a personal obligation of the owner of the property as of January 1 of the year for which the tax is imposed. On January 1 of each year, a tax lien attaches to property to secure the payment of all State and local taxes, penalties, and interest ultimately imposed for the year on the property. The lien exists in favor of the State and each local taxing unit, including the City, having power to tax the property. Personal property, under certain circumstances, is subject to seizure and sale for the payment of delinquent taxes. At any time after taxes on property become delinquent, the City may file suit to foreclose the lien securing payment of the tax, to enforce personal liability for the tax, or both. In filing a suit to foreclose a tax lien on real property, the City must join other taxing units that have claims for delinquent taxes against all or part of the same property. Collection of delinquent taxes may be adversely affected by the amount of taxes owed to other taxing units, by the effects of market conditions on the foreclosure sale price, by taxpayer redemption rights (a taxpayer may redeem property within two (2) years after the purchaser’s deed issued at the foreclosure sale is filed in the county records) or by bankruptcy proceedings which restrict the collection of taxpayer debts. Federal bankruptcy law provides that an automatic stay of actions by creditors and other entities, including governmental units, goes into effect with the filing of any petition in bankruptcy. The automatic stay prevents governmental units from foreclosing on property and prevents liens for post-petition taxes from attaching to property and obtaining secured creditor status unless, in either case, an order lifting the stay is obtained from the bankruptcy court. In many cases, post-petition taxes are paid as an administrative expense of the estate in bankruptcy or by order of the bankruptcy court. CITY APPLICATION OF TAX CODE . . . The City grants an exemption to the market value of the residence homestead of persons 65 years of age or older of $25,000; the disabled are also granted an exemption of $25,000. The City has granted an additional exemption of 20% of the market value of residence homesteads; minimum exemption of $5,000. See "Table 1 – Valuation, Exemptions and General Obligation Debt" for a listing of the amounts of the exemptions described above. The City has adopted the tax freeze for citizens who are disabled or are 65 years of age or older, which became a local option and subject to local referendum on January 1, 2004. 16 Ad valorem taxes are not levied by the City against the exempt value of residence homesteads for the payment of debt. The City does not tax nonbusiness personal property; and taxes are collected for the City by the Tax Assessor- Collector in Jefferson County and by the Tax Assessor-Collector in Orange County. The City does permit split payments, and discounts are not allowed. The City does tax goods in transit. The City does not tax freeport property. The City does not collect the additional one-half cent sales tax for reduction of ad valorem taxes. The City does have a Tax Increment Reinvestment Zone. See "PORT ARTHUR TAX INCREMENT REINVESTMENT ZONE NO. 1". TAX ABATEMENT POLICY . . . The City has established a tax abatement program to encourage economic development. In order to be considered for tax abatement, a project must meet several criteria pertaining to property value enhancement and/or job creation. Abatements are granted effective with the January 1 valuation date immediately following the date of execution of the agreement. The City offers abatements for a minimum of five and a maximum of ten years based upon the total capital investment of a project and/or the creation of jobs. The City currently has two active tax abatement agreements in effect for property within the City limits. Both agreements were instituted prior to the adoption of the standard Uniform Tax Abatement Policy Resolution #23-452. One agreement with an estimated property value of $2,500,000 was executed in 2017 and will end in 2026. The second agreement, with an estimated property value of $130,000,000, will end in 2027. PORT ARTHUR TAX INCREMENT REINVESTMENT ZONE NO.1 DESCRIPTION OF THE TIRZ . . . Port Arthur Tax Increment Reinvestment Zone No. 1 (the "TIRZ") was established by City Council in ordinance number 12-75 on November 9, 2012. Pursuant to Chapter 311 of the Texas Tax Code, the City may designate geographic areas within the City as a reinvestment zone if the area satisfies the requirements of certain sections of Chapter 311 of the Texas Tax Code. The TIRZ financing plan outlines the proposed use of ad valorem taxes for improvements in the reinvestment zone. The proposed improvements in the TIRZ are expected to significantly enhance the value of all the taxable real property in the zone and will be of general benefit to the City. The Board of Directors for the TIRZ consists of seven members of whom the City appoints three, and four members include representatives from Jefferson County, Port of Port Arthur, Sabine Neches Navigation District and, Jefferson County Drainage District No. 7. The expiration date of the TIRZ is November 1, 2042. Property taxes levied by taxing units participating in the TIRZ on captured appraised value above the base value are deposited into the tax increment fund. The base value is the value of all real property taxable by the taxing units participating in the TIRZ as of January 1, 2014. The TIRZ is located in the general downtown area of Port Arthur. The City participation in the TIRZ is 100% of the City’s tax rate. Tax increment attributable to the TIRZ will be dedicated to public improvements relating to the development of the TIRZ area for 30 years. The base value in the TIRZ was $5,644,239, and the 2024 value in the TIRZ is $16,619,437. 17 TABLE 1 - VALUATION, EXEMPTIONS AND GENERAL OBLIGATION DEBT 2024/2025 Market Valuation Established by Jefferson County and 5,364,889,360 $ Orange County Appraisal Districts (excluding totally exempt property) Less Exemptions/Reductions at 100% Market Value: Abatement 47,575,715$ Over 65 Exemptions 99,267,324 Disabled Persons Exemptions 15,041,031 Homestead Exemptions 245,089,386 Homestead Cap Adjustment 299,596,011 Veteran Homestead Exemptions 30,827,931 Solar 97,338 Disaster Exemptions 50,917 Circuit Breaker Limitaiton 76,065,664 Productivity Loss 43,757,151 Pollution Control 33,162,243 890,530,711 2024/2025 Taxable Assessed Valuation 4,474,358,649 $ 2025/2026 Certified Net Taxable Assessed Valuation 4,858,063,414$ General Obligation Debt Payable from Ad Valorem Taxes (as of 6/30/25): General Obligation Bonds 7,220,000 $ Certificates of Obligation 127,940,000 The Certificates 17,675,000 152,835,000 Less: Self-Supporting Debt 70,678,379 $ Total General Obligation Debt Payable from Ad Valorem Taxes 82,156,621 $ Interest and Sinking Unaudited Fund Balance as of 6/30/2025 8,000,000 $ Ratio of Net General Obligation Debt to Taxable Assessed Valuation 1.84% 2025 Population Estimate - 54,548 Per Capita Taxable Assessed Valuation - $82,026 Per Capita Funded Net Debt - $1,506 [The Remainder of this Page Intentionally Left Blank] 18 TABLE 2 - TAXABLE ASSESSED VALUATIONS BY CATEGORY 2025 2024 2023 % of % of % of Category Amount Total Amount Total Amount Total Real, Residential, Single-Family 2,200,467,536$ 41.02% 1,998,306,798$ 40.02% 1,808,644,919$ 39.43% Real, Residential, Multi-Family 329,632,623 6.14% 308,278,448 6.17% 287,511,632 6.27% Real, Vacant Platted Lots/Tracts 63,841,896 1.19% 57,246,678 1.15% 57,315,025 1.25% Real, Acreage (Land Only) 44,570,768 0.83% 33,900,465 0.68% 31,820,959 0.69% Real, Farm and Ranch Improvements 67,799,863 1.26% 46,360,298 0.93% 44,648,176 0.97% Real, Commercial and Industrial 1,461,568,600 27.24% 1,404,521,809 28.13% 1,254,760,641 27.36% Real, Oil, Gas & Other Mineral Reserves 3,206,215 0.06% 4,998,747 0.10% 4,033,898 0.09% Real and Intangible Personal, Utilities 426,743,236 7.95% 388,331,565 7.78% 367,818,906 8.02% Tangible Personal, Business 746,841,898 13.92% 732,585,034 14.67% 712,248,933 15.53% Tangible Personal, Other 745,673 0.01% 487,549 0.01% 483,042 0.01% Residential Inventory 2,525,594 0.05% 2,694,889 0.05% 3,434,824 0.07% Special Inventory 16,945,459 0.32% 15,473,990 0.31% 13,798,196 0.30% Exempt Property - 0.00% - 0.00% - 0.00% Total Appraised Value Before Exemptions 5,364,889,361$ 100.00% 4,993,186,270$ 100.00% 4,586,519,151$ 100.00% Less: Total Exemptions/Reductions 890,530,711 755,000,732 742,581,324 Net Taxable Assessed Value 4,474,358,650$ 4,238,185,538$ 3,843,937,827$ 2022 2021 % of % of Category Amount Total Amount Total Real, Residential, Single-Family 1,658,579,357$ 41.54% 1,174,134,526$ 35.30% Real, Residential, Multi-Family 275,884,588 6.91% 194,848,357 5.86% Real, Vacant Platted Lots/Tracts 55,333,683 1.39% 53,648,322 1.61% Real, Acreage (Land Only) 29,060,607 0.73% 24,446,085 0.73% Real, Farm and Ranch Improvements 41,968,993 1.05% 32,969,942 0.99% Real, Commercial and Industrial 1,128,963,382 28.27% 923,647,375 27.77% Real, Oil, Gas & Other Mineral Reserves 2,151,426 0.05% 4,153,480 0.12% Real and Intangible Personal, Utilities 321,761,278 8.06% 294,238,373 8.85% Tangible Personal, Business 463,491,983 11.61% 604,360,304 18.17% Tangible Personal, Other 556,301 0.01% 657,046 0.02% Residential Inventory 4,332,573 0.11% 6,733,403 0.20% Special Inventory 11,013,067 0.28% 12,392,572 0.37% Exempt Property - 0.00% 5,793 0.00% Total Appraised Value Before Exemptions 3,993,097,238$ 100.00% 3,326,235,578$ 100.00% Less: Total Exemptions/Reductions 592,521,724 348,523,517 Net Taxable Assessed Value 3,400,575,514$ 2,977,712,061$ Taxable Appraised Value, Fiscal Year Ending September 30 Taxable Appraised Value, Fiscal Year Ending ________________ NOTE: Valuations shown are certified taxable assessed values reported by the Appraisal Districts to the State Comptroller of Public Accounts. Certified values are subject to change throughout the year as contested values are resolved and the Jefferson Central Appraisal and Orange County Appraisal District updates records. 19 TABLE 3 - VALUATION AND GENERAL OBLIGATION DEBT HISTORY G.O. Ratio of Fiscal Taxable Tax Debt G.O. Tax Debt Year Taxable Assessed Outstanding to Taxable G.O. Ended Estimated Assessed Valuation at End Assessed Tax Debt 9/30 Population (1) Valuation (2)Per Capita of Year Valuation Per Capita 2021 53,062 2,977,712,061$ 56,118$ 47,036,180$ 1.58% 886$ 2022 56,039 3,400,575,514 60,682 50,791,678 1.49% 906 2023 56,705 3,843,937,827 67,788 64,325,000 1.67% 1,134 2024 55,724 4,238,185,538 76,057 74,638,673 1.76% 1,339 2025 54,548 4,474,358,650 82,026 86,353,379 1.93% 1,583 _______________ (1) Source: City officials. (2) As reported by the Jefferson Central Appraisal and Orange County Appraisal Districts; subject to change during the ensuing year. TABLE 4 - TAX RATE, LEVY AND COLLECTION HISTORY Fiscal Year Assessed Total General Interest and % Current % Total Ended 9/30 Value (1)Tax Rate Fund (2)Sinking Fund (2)Tax Levy (3)Collections Collections 2021 $2,977,712,061 $0.79200 $0.50798 $0.28402 22,908,177$ 96.63% 98.62% 2022 3,400,575,514 0.74072 0.49208 0.24863 24,428,274 94.80% 97.85% 2023 3,843,937,827 0.69154 0.43468 0.25685 25,238,300 90.18% 97.25% 2024 4,238,185,538 0.64864 0.39847 0.25017 27,493,110 93.05% 93.05% 2025 4,474,358,650 0.62627 0.37610 0.25017 28,021,655 90.07% (4)95.95%(4) ______________ (1) As reported by the Jefferson Central and Orange County Appraisal Districts; subject to change during the ensuing year. (2) General Fund and Interest and Sinking Fund tax rate is based upon the taxable valuation of the City. Does not take into account the value of the Industrial Districts. See "TABLE 8 – INDUSTRIAL DISTRICT CONTRACTS." (3) The tax levy is adjusted for additions and corrections throughout the course of the year. The tax levy does not include Industrial District payments. (4) Collections through July 21, 2025. [The Remainder of this Page Intentionally Left Blank] 20 TABLE 5 - TEN LARGEST TAXPAYERS(1) 2023/2024 % of Total Taxable Taxable Assessed Assessed Name of Taxpayer Nature of Property Valuation Valuation Entergy Texas Inc. (Gen) Oil & Gas Refinery 249,904,159$ 5.59% Enterprise Texas Pipeline Oil & Gas Pipeline 164,304,265 3.67% Motiva Enterprises Oil & Gas Refinery 131,276,358 2.93% Entergy Texas Inc. Electric Utility/Power Plant 97,043,982 2.17% GT Logistics, LLC Logistics 83,247,706 1.86% Port Arthur Terminal LLC Oil & Gas Pipeline 68,498,259 1.53% Premcor Refining Group Inc. Oil & Gas Refinery 67,680,319 1.51% IRG Willow LLC Apartments 48,578,368 1.09% MPT of Port Arthur LLC Hospital 46,498,391 1.04% GSSW 9th Avenue Station Apartments 39,404,919 0.88% 996,436,726$ 22.27% ___________ (1) Represents only the portion of the facilities located within the City limits and subject to taxation by the City. GENERAL OBLIGATION DEBT LIMITATION . . . No general obligation debt limitation is imposed on the City under current State law or the City's Home Rule Charter. See "THE CERTIFICATES – Security and Source of Payment" and "TAX INFORMATION - TAX RATE LIMITATION". TABLE 6 - TAX ADEQUACY 2025 Net Principal and Interest Requirements……………………………………………………………………………………9,943,065 $ (1) $0.2315 Tax Rate at 96% Collection Produces ……………………………………………………………………………………9,943,815 $ (2) Maximum Net Principal and Interest Requirements (2025)……………………………………………………………………………………11,303,596 $ (1) $0.2632 Tax Rate at 96% Collection Produces ……………………………………………………………………………………11,305,451 $ (2) Average Net Principal and Interest Requirements (2025-2045)……………………………………………………………………………………6,031,324 $ (1) $0.1405 Tax Rate at 96% Collection Produces ……………………………………………………………………………………6,035,015 $ (2) ________________ (1) Includes a portion of the Certificates. Does not include self-supporting debt. Please see TABLE 11 - COMPUTATION OF SELF-SUPPORTING DEBT. (2) Tax levy is based on the taxable assessed value of the City and does not include Industrial District payments. [The Remainder of this Page Intentionally Left Blank] 21 TABLE 7 - ESTIMATED OVERLAPPING DEBT Expenditures of the various taxing entities within the territory of the City are paid out of ad valorem taxes levied by such entities on properties within the City. Such entities are independent of the City and may incur borrowings to finance their expenditures. This statement of direct and estimated overlapping ad valorem tax bonds ("Tax Debt") was developed from information contained in "Texas Municipal Reports" published by the Municipal Advisory Council of Texas. Except for the amounts relating to the City, the City has not independently verified the accuracy or completeness of such information, and no person should rely upon such information as being accurate or complete. Furthermore, certain of the entities listed may have issued additional bonds since the date hereof, and such entities may have programs requiring the issuance of substantial amounts of additional bonds, the amount of which cannot be determined. The following table reflects the estimated share of overlapping Tax Debt of the City. Total City's 2024/2025 G.O. Debt Estimated Overlapping Taxable as of % G.O. Debt as of Assessed Value 4/30/2025 Applicable 4/30/2025 City of Port Arthur 4,474,358,649$ 82,156,621$ (1)100.00% 82,156,621$ Beaumont ISD 15,979,519,131 181,820,000 0.05% 90,910 Bridge City ISD 1,401,390,201 84,389,991 11.56% 9,755,483 Hamshire-Fannett ISD 910,494,806 50,363,685 0.02% 10,073 Jefferson County 32,860,089,401 17,105,000 12.26% 2,097,073 Jefferson County DD #7 14,720,364,571 10,755,000 25.54% 2,746,827 Nederland ISD 3,794,316,203 135,515,000 8.26% 11,193,539 Orange County 8,769,549,099 2,695,000 2.97% 80,042 Port Arthur ISD 7,047,167,126 284,945,000 45.37% 129,279,547 Port Neches-Groves ISD 3,693,052,068 171,175,000 7.43% 12,718,303 Port of Beaumont Navigation District 13,980,495,695 64,155,000 0.05% 32,078 Port of Port Arthur Navigation District 7,995,212,301 83,990,000 48.05% 40,357,195 Sabine Pass ISD 2,811,887,390 92,143,256 10.50% 9,675,042 Sabine Pass Port Authority 703,487,477 6,900,000 10.30% 710,700 Sabine-Neches Nav Dist 32,390,799,138 192,110,000 12.26% 23,552,686 Total Direct and Overlapping Funded Debt 324,456,117$ Ratio of Direct and Overlapping Funded Debt to Taxable Assessed Valuation 7.25% Per Capita Overlapping Funded Debt 5,948$ ________________ (1) Includes a portion of the Certificates. Includes self-supporting debt. Please see TABLE 11 – COMPUTATION OF Self-Supporting Debt. [The Remainder of this Page Intentionally Left Blank] 22 TABLE 8 - INDUSTRIAL DISTRICT CONTRACTS The City taxes property within its corporate limits but has no such power for property located outside its boundaries. From 2011 through September 30, 2019, the City has collected an aggregate of approximately $224,809,657 in annual payments from certain corporations whose properties are located outside the City's boundaries but within the City's extra-territorial jurisdiction pursuant to contracts with such corporations for such payments. Essentially the corporations have agreed to make payments to the City in lieu of annexation and taxation. Pursuant to a Texas statute adopted in 1963 specifically enabling Texas cities to do so, in December 1975 the City Council authorized and caused the City to enter into separate contracts ("Industrial District Contracts") with corporations which provided that the City would not annex such corporate properties during the term of the contract unless the City determined that such annexation is reasonably necessary to promote and protect the general health, safety and welfare of the persons residing within the City (but that annexation would not be made for revenue purposes only). The City has contracts with the following corporations expiring as shown. Contractual Contract Payments Received Firm Expiration Date for FY 2023 Air Products & Chemicals December 30, 2027 563,335$ Air Products LLC December 31, 2032 176,325 BASF Corporation December 30, 2027 703,089 (1) BASF/Total December 30, 2027 985,018 (1) BASF Expansion December 31, 2022 - (5) Chevron-Phillips Chemical December 30, 2027 940,940 (1) Chevron USA December 30, 2027 500,145 (1) Colonial Pipeline December 31, 2021 25,000 Diamond Green Diesel December 31, 2031 757,673 Exxon Mobil Corporation December 31, 2021 35,000 Golden Pass December 31, 2028 1,738,955 (5) Golden Pass Expansion December 30, 2031 3,024,821 (3) Motiva Chemicals December 30, 2027 700,979 (1) GT Logistics and GT Properties December 30, 2028 47,942 (5) GT Logistics Expansion December 31, 2031 324,147 Motiva, Inc. December 31, 2029 11,534,931 OxBow Calcining December 30, 2027 208,890 (1) Praxair-Motiva December 30, 2027 161,479 (1) Praxair-Valero December 30, 2027 818,338 (2) Premcor , Inc. December 30, 2027 4,615,762 (1)(4) Sunoco Logistics December 31, 2021 62,500 TOTAL-Deep Conversion Project December 31, 2021 - (6) TOTAL Petrochemicals, Inc.December 31, 2027 1,908,813 (1) Veolia December 30, 2024 127,075 (6) BTP Expansion December 31, 2022 - (2) Total Expansion Side Cracker December 31, 2028 460,183 (3) Premcor Expansion December 30, 2026 992,916 31,414,256 $ ________________ (1) Payments are 82% of City property taxes that would have been paid if the facilities were located within City limits. (2) Payments are 70% of City property taxes that would have been paid if the facilities were located within City limits. (3) Payments are 25% of City property taxes that would have been paid if the facilities were located within City limits. (4) Premcor Corporation is doing business as Valero Refinery. (5) Payments are 81% of City property taxes that would have been paid if the facilities were located within City limits. (6) Payments are 95% of City property taxes that would have been paid if the facilities were located within City limits. 23 TABLE 8A - AD VALOREM TAX COMPARISON TO INDUSTRIAL DISTRICT CONTRACTS Fiscal Gross Receipts from Ad Valorem Year Value of Industrial Tax Comparison Ended Industrial District Tax Tax Rate % of Actual 9/30 Districts Contracts Year Equivalent Tax Levy 2021 6,556,760,633$ 34,372,046$ 2020 0.5242$ 150.04% 2022 5,588,981,693 33,222,436 2021 0.5944 136.00% 2023 5,580,250,362 28,830,038 2022 0.5166 114.23% 2024 8,231,217,126 30,659,394 2023 0.3725 111.53% 2025 8,487,983,395 31,589,052 2024 0.3722 126.06% [The Remainder of this Page Intentionally Left Blank] 24 DEBT INFORMATION TABLE 9 – GENERAL OBLIGATION DEBT SERVICE REQUIREMENTS Fiscal Year Less: % of Ended Self Supporting Net Principal 9/30 Principal Interest Total Principal Interest Total Debt Service Debt Service Paid 2025 9,720,000$ 4,136,442$ 13,856,442$ -$ -$ -$ 3,913,377$ 9,943,065$ 2026 7,940,000 3,966,392 11,906,392 3,490,000 774,473 4,264,473 4,867,269 11,303,596 2027 8,175,000 3,716,467 11,891,467 460,000 705,438 1,165,438 4,859,270 8,197,635 2028 8,130,000 3,463,325 11,593,325 480,000 681,938 1,161,938 4,861,173 7,894,089 2029 6,960,000 3,237,109 10,197,109 505,000 657,313 1,162,313 4,641,459 6,717,963 28.56% 2030 7,180,000 3,029,234 10,209,234 530,000 631,438 1,161,438 4,645,759 6,724,913 2031 6,785,000 2,821,380 9,606,380 560,000 604,188 1,164,188 4,645,580 6,124,988 2032 6,980,000 2,621,704 9,601,704 585,000 575,563 1,160,563 4,639,179 6,123,088 2033 7,180,000 2,417,745 9,597,745 620,000 545,438 1,165,438 4,640,695 6,122,488 2034 7,400,000 2,203,845 9,603,845 650,000 513,688 1,163,688 4,639,170 6,128,363 52.52% 2035 7,620,000 1,980,190 9,600,190 685,000 480,313 1,165,313 4,635,265 6,130,238 2036 7,850,000 1,745,899 9,595,899 720,000 445,188 1,165,188 4,642,974 6,118,113 2037 8,100,000 1,502,563 9,602,563 755,000 408,313 1,163,313 4,641,738 6,124,138 2038 7,665,000 1,263,923 8,928,923 795,000 369,563 1,164,563 4,641,998 5,451,488 2039 7,895,000 1,027,912 8,922,912 835,000 328,813 1,163,813 4,643,562 5,443,163 79.26% 2040 8,140,000 787,834 8,927,834 875,000 286,063 1,161,063 4,643,784 5,445,113 2041 8,390,000 536,384 8,926,384 920,000 241,188 1,161,188 4,640,259 5,447,313 2042 6,670,000 313,838 6,983,838 970,000 192,725 1,162,725 4,021,088 4,125,475 2043 2,850,000 133,750 2,983,750 1,025,000 140,356 1,165,356 666,250 3,482,856 2044 1,250,000 31,250 1,281,250 1,080,000 85,100 1,165,100 2,446,350 99.29% 2045 1,135,000 28,375 1,163,375 1,163,375 100.00% 142,880,000 $ 40,937,183 $ 183,817,183 $ 17,675,000 $ 8,695,467 $ 26,370,466.67 $ 83,529,847 $ 126,657,803 $ Outstanding Debt Service (1)The Certificates _______________ (1) Does not include lease/purchase obligations. 25 TABLE 10 - INTEREST AND SINKING FUND BUDGET PROJECTION Tax Supported Net Debt Service Requirements, Fiscal Year Ending 9/30/2025 9,943,065$ Estimated Lease Payments Interest and Sinking Fund, 9/30/2024 $18,675,991 Interest and Sinking Fund Tax Levy @ 96% Collections 9,570,350 (1) Budgeted Transfer from Economic Development Corporation 217,748 Budgeted Transfer from Water and Sewer Fund 3,119,242 Budgeted Transfer from Pleasure Island 150,000 31,908,331 Estimated Balance, 9/30/2025 21,965,266$ ________________ (1) The levy is based on the value of the City; does not include Industrial District values. See "TABLE 8 – INDUSTRIAL DISTRICT CONTRACTS." TABLE 11 - COMPUTATION OF SELF-SUPPORTING DEBT Gross Sales Tax Receipts from 4A Corporation (Audited 9/30/24) 7,818,973$ Sales Tax Revenue Bond Requirements (9/30/24) Balance Available for General Obligation Requirements 7,818,973$ General Obligation Bond Requirements Supported by Inter-Local Agreement (9/30/25) 218,798 Balance 7,600,175$ Percentage General Obligation Bonds Supported by Inter-Local Agreement Self-Supporting 100.00% Net Available Revenues from the Waterworks and Wastewater System (Audited 9/30/24) 8,334,903$ Waterworks and Wastewater Revenue Bond Requirements (Audited 9/30/24) - Balance Available for General Obligation Requirements 8,334,903$ General Obligation Bond Requirements Supported by Waterworks and Wastewater System (9/30/25) 3,359,455 Balance 4,975,449$ Percentage General Obligation Bonds Supported by Inter-Local Agreement Self-Supporting 100.00% TABLE 12 - AUTHORIZED BUT UNISSUED GENERAL OBLIGATION BONDS Amount Date of Amount Previously Authorized Authorization Purpose Authorized Issued But Unissued 01/20/79 Water and Sewer 6,500,000$ 784,507$ 5,715,493$ (1) 01/17/81 Water and Sewer 24,670,000 - 24,670,000 (1) Totals 31,170,000$ 784,507$ 30,385,493$ ________________ (1) Such authorized but unissued debt may only be used for improvements within the previous boundaries of Park Central MUD, which was annexed effective September 30, 2001. ISSUANCE OF ADDITIONAL GENERAL OBLIGATION DEBT . . . The City annually adopts a comprehensive five-year Capital Improvement Program ("CIP") as part of its budget process. Although the budget has not been formally adopted by the City Council, based on the projected budget CIP, the City expects to issue additional tax supported debt once a year for the next five years in the total approximate amount of $75,000,000. While the City believes the current projected budget CIP reflects its current plan, the City reserves the right to modify the CIP bond funding as it deems in the best interest of the City. 26 TABLE 13 - OTHER OBLIGATIONS The City has the following capital lease obligations outstanding as of September 30, 2024: Fiscal Year Governmental Business-type Ended 9/30 Activity Activity Total 2025-2029 800,085$ 3,346,662$ 4,146,747$ Total Payments 1,233,221 4,125,302 5,358,523 Less interest portion (49,708) (314,249) (363,957) Lease principal payable 1,183,513$ 3,811,053 $ 4,994,566 $ PENSION FUND . . . The City provides pension benefits for all of its full-time employees through the Texas Municipal Retirement System ("TMRS"), a State-wide administered pension plan. The City makes annual contributions to the plan equal to the amounts accrued for pension expense. (For more detailed information concerning the retirement plan, see APPENDIX B, "EXCERPTS FROM THE CITY’S ANNUAL FINANCIAL REPORT" – Note 11 – Employee Retirement Systems. OTHER POST-EMPLOYMENT BENEFITS . . . In addition to pension benefits, the City makes available healthcare benefits to all employees who retire from the City and who are eligible to receive benefits from a City sponsored retirement program (Texas Municipal Retirement System or the Port Arthur Firemen's Relief and Retirement Fund) through a single-employer defined benefit healthcare plan. This Program provides lifetime health insurance for eligible retirees. their spouses and dependents through the City's group health insurance plan. which covers both active and retired participants. Benefit provisions are established by management. Employees retiring on or before December 31, 2010 are allowed to remain in the health insurance plan at approximately 30% of the expected under age 65 cost or approximately 75% of the expected over age 65 and over costs. These costs (a.k.a. retiree contribution rates) are calculated separately for retirees not eligible for Medicare (under age 65) and retirees eligible for Medicare (age 65 and over). Employees retiring on or after January 1, 2011 contribute a tiered percentage of the retiree contribution rates based upon their years of City service at retirement. The percentage ranges from 50% for retirees with at least 30 years of City service to 100% for retirees with less than 20 years of City service. Employees hired on or after November 1, 2010 are required to contribute 100% of the retiree contribution rates upon retirement. Under the 2011 Plan, participants and their dependents at the time of termination are eligible for the City’s medical plan (including prescription drugs) after termination of City employment if they had medical coverage in the City’s group plan immediately prior to termination and meet the applicable Texas Municipal Retirement System (TMRS) or Firemen’s Relief & Retirement Fund (FRRF) criteria to receive a monthly pension. Eligible retirees, disabled participants and spouses can continue coverage in the City’s retiree benefits program for life. Eligible children can continue through age 26. The City finances this program on a pay-as-you-go basis. As of September 30, 2024, the City had 116 retirees participating in the plan. The City had a net cost of $3,266,903 during the fiscal year ended September 30, 2018. As of December 31, 2013, the Actuarial Accrued Liability of the Retiree Health Insurance Program was $19,970,527. During fiscal year 2011, the City established an OPEB trust fund and has since contributed $3,000,000 to that fund. (For more information regarding the plan see the Notes to the Financial Statement, Note V. Other Information C. Retiree Health Insurance Program and Exhibit 14 at the end of the notes.) In 2016, the City made significant changes to its single-employer defined benefit health care plan. These changes included revisions to the assumptions underlying their actuarial valuations. Those changes significantly reduced the City’s unfunded actuarial accrued liability (the "UAAL"). This UAAL reduction was primarily due to a plan change impacting Medicare eligible retirees. During fiscal year ended 2016, the City changed administrators and balanced the portfolio. Toward the end of fiscal year 2016, the City made another change, moving coverage to a Medicare Advantage Plan through Blue Cross Blue Shield. With these changes, the City’s UAAL will be reduced from $27 million to $5 million and the annual required cost will be reduced from $2.2 million to $600,000, with coverage to retirees remaining substantially equal to or better than the previous plan at similar cost. 27 FINANCIAL INFORMATION TABLE 14 - CHANGES IN NET ASSETS 2024 2023 2022 2021 2020 Revenues Program Revenues: Charges for services 2,339,019$ 1,373,350$ 2,339,171$ 2,538,465$ 2,433,943$ Operating grants 11,521,254 6,938,014 11,438,506 15,570,630 13,899,700 Capital grants 13,780,610 12,206,842 1,869,003 4,242,540 5,595 General Revenues: Ad valorem taxes 24,201,068 25,651,375 25,141,477 23,438,319 24,083,197 Industrial district payments 30,604,396 28,827,547 33,272,431 34,372,873 31,000,321 Franchise taxes 11,461,218 10,171,363 10,588,507 15,204,691 8,734,643 Sales tax 18,008,352 17,110,189 16,555,875 8,690,160 14,327,107 Other taxes - - 68,501 - Investment earnings 4,635,323 6,287,481 855,811 1,376,889 855,112 Miscellaneous 2,913,716 2,566,205 3,667,365 2,609,077 2,300,973 Total Revenues 119,464,956$ 111,132,366$ 105,728,146$ 108,112,145$ 97,640,591$ Expenses General government 20,936,668$ 20,810,975$ 17,225,213$ 21,592,478$ 14,261,996$ Culture and recreation 8,957,108 9,789,671 6,817,065 6,682,451 6,124,273 Public safety 38,789,326 46,012,264 31,176,765 35,388,810 36,722,942 Community development 3,815,450 16,175,876 3,366,387 4,568,256 8,841,182 Health and welfare 6,081,187 5,994,823 4,694,658 5,404,677 5,397,477 Public transportation 3,053,362 3,464,996 10,636,973 7,396,959 2,873,955 Public works 22,364,247 10,615,687 8,911,480 10,448,831 13,444,809 Capital Projects - - - - - Interest on long-term debt 2,514,433 2,190,510 1,853,664 1,491,645 1,312,452 Total Expenses 106,511,781$ 115,054,802$ 84,682,205$ 92,974,107$ 88,979,086$ Increases (decreases) in net assets before transfers 12,953,175$ (3,922,436)$ 21,045,941$ 15,138,038$ 8,661,505$ Transfers 6,649,535 8,834,753 11,442,577 6,298,748 6,744,639 Increases in net assets 19,602,710$ 4,912,317$ 32,488,518$ 21,436,786$ 15,406,144$ Net assets - beginning of year 127,476,309 122,563,992 90,075,474 68,638,688 61,996,974 Prior Period Adjustment (1,414,970) - - - (8,764,230) Net assets - end of year 145,664,049$ 127,476,309$ 122,563,992$ 90,075,474$ 68,638,888$ For Fiscal Year Ended September 30, 28 TABLE 14-A - GENERAL FUND REVENUES AND EXPENDITURES HISTORY For Fiscal Year Ended September 30, Revenues:2024 2023 2022 2021 2020 Taxes 43,475,548$ 41,131,316$ 42,020,953$ 37,076,780$ 35,116,044$ Industrial district payments 30,604,396 28,827,547 33,272,431 34,372,873 31,000,321 Licenses and permits 629,889 737,282 1,028,258 1,090,815 909,341 User fees 1,300,972 290,797 603,771 322,271 326,660 Fines and forfeitures 90 3,003 225,046 591,470 622,406 Intergovernmental 124,011 49,402 131,343 170,576 144,928 Interest revenue 1,344,304 1,049,983 224,452 57,067 361,321 Miscellaneous 1,787,824 274,999 991,573 610,583 452,693 Total revenues 79,267,034$ 72,364,329$ 78,497,827$ 74,292,435$ 68,933,714$ Expenditures: General government 17,661,782$ 17,300,320$ 17,037,626$ 14,396,028$ 12,367,243$ Culture and recreation 5,616,860 6,194,062 5,494,052 5,006,644 4,751,982 Public safety 36,615,733 36,376,696 35,158,606 33,589,366 32,675,581 Health and welfare 1,957,266 1,797,621 1,765,705 3,008,680 2,921,957 Public works 8,202,615 8,671,455 8,715,985 9,753,673 9,391,534 Capital outlay 1,474,601 - - 138,281 - Total expenditures 71,528,857$ 70,340,154$ 68,171,974$ 65,892,672$ 62,108,297$ Excess (deficiency) of revenues over expenditures 7,738,177 2,024,175 10,325,853 8,399,763 6,825,417 Other financing sources (uses): Transfers in 2,970,872$ 2,925,572$ 5,300,314 5,973,081$ 7,048,995$ Transfers out (16,268,478) (10,674,366) (12,546,500) (18,209,934) (11,501,470) Sale of Capital Assets 791,050 128,135 289,184 2,064,394 405,098 Insurance Recoveries 163,427 504,441 445,708 98,309 - Proceeds of Debt Issuance - - - - 135,165 Total other financing sources (uses) (12,343,129)$ (7,116,218)$ (6,511,294)$ (10,074,150)$ (3,912,212)$ Net change in fund balance (4,604,952)$ (5,092,043)$ 3,814,559$ (1,674,387)$ 2,913,205$ Fund balance, beginning of year 30,267,641$ 35,359,684$ 31,545,125$ 33,219,512$ 30,306,307$ Prior period adjustment - - - - - Fund balance, end of year(1)25,662,689$ 30,267,641$ 35,359,684$ 31,545,125$ 33,219,512$ ________________ (1) The City currently anticipates the ending fund balance for the fiscal year ending September 30, 2025 to be approximately $155,000,000. 29 TABLE 15 - MUNICIPAL SALES TAX HISTORY The City has adopted the Municipal Sales and Use Tax Act, VATCS, Tax Code, Chapter 321, which grants the City the power to impose and levy a 1% Local Sales and Use Tax within the City; the proceeds are credited to the General Fund and are not pledged to the payment of the Certificates. Collections and enforcements are effected through the offices of the Comptroller of Public Accounts, State of Texas, who remits the proceeds of the tax, after deduction of a 2% service fee, to the City monthly. Fiscal Street Year City's Sales Repair and % of Equivalent of Ended and Use Maintanence Total Ad Valorem Ad Valorem Per 9/30 1.000% 0.125% Collected Tax Levy Tax Rate Capita 2020 12,944,920 $ 1,385,805 $ 14,330,725 $ 68.84% 0.5452 $ 263 $ 2021 13,231,135 378,331 (1)13,609,466 59.41% 0.4705 256 2022 14,826,005 - 14,826,005 60.69% 0.4496 265 2023 15,118,453 - 15,118,453 59.90% 0.4142 267 2024 15,895,046 - 15,895,046 57.81% 0.3750 285 ________________ (1) FY 2017, 2018 and 2019 include tax collected for municipal street maintenance and repair. On May 7, 2016 the City of Port Arthur had a proposition on the ballot to adopt a sales and use tax rate of 1/8% to provide for maintenance and repair of municipal streets and to reduce their existing ½% Section 4A sales and use tax by 1/8% to be 3/8%. The election passed and beginning on October 1, 2016 the 1/8% for municipal street maintenance and repair began to be collected and will continue for a period of 4 years. The sales tax breakdown for the City is as follows: Economic and Community Development 0.500% County Sales and Use Tax 0.500% City Sales and Use Tax 1.000% State Sales and Use Tax 6.250% Total 8.250% FINANCIAL POLICIES Basis of Accounting: The City policy is to adhere to the accounting principles set out by Statement No. 1 issued by the National Council on Governmental Accounting, as amended. See APPENDIX B – "EXCERPTS FROM THE CITY OF PORT ARTHUR, TEXAS ANNUAL FINANCIAL REPORT.") General Fund Balance: The City Council’s financial policies require the General Fund balance to be maintained at a level equal to 60 days of operating expenditures plus an emergency reserve of $1.5 million. Budgetary Procedures: The City policy is to begin the budgetary procedure at the department level in June of each year. The department heads submit their budget request to the Finance Director who assembles and prepares a budget requirement workbook for each department for submission to the City Manager. After the City Manager reviews and meets with department heads, the City Manager submits a proposed budget to the City Council on or before August 31 of each year. The Council holds public hearings, and a final budget must be prepared and adopted by September 30 of each year. INVESTMENTS The City invests its investable funds in investments authorized by Texas law in accordance with investment policies approved by the City Council of the City. Both state law and the City’s investment policies are subject to change. 30 LEGAL INVESTMENTS . . . Available City funds are invested as authorized by Texas law and in accordance with investment policies approved by the City Council. Both state law and the City’s investment policies are subject to change. Under Texas law, the City is authorized to invest in (1) obligations of the United States or its agencies and instrumentalities, including letters of credit; (2) direct obligations of the State of Texas or its agencies and instrumentalities; (3) collateralized mortgage obligations directly issued by a federal agency or instrumentality of the United States, the underlying security for which is guaranteed by an agency or instrumentality of the United States; (4) other obligations, the principal and interest of which is guaranteed or insured by or backed by the full faith and credit of, the State of Texas or the United States or their respective agencies and instrumentalities; (5) obligations of states, agencies, counties, cities, and other political subdivisions of any state rated as to investment quality by a nationally recognized investment rating firm not less than A or its equivalent; (6) bonds issued, assumed or guaranteed by the State of Israel; (7) certificates of deposit that are issued by or through an institution that either has its main office or a branch in Texas, and are guaranteed or insured by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund, or are secured as to principal by obligations described in clauses (1) through (6) or in any other manner and amount provided by law for City deposits; (8) fully collateralized repurchase agreements that have a defined termination date, are fully secured by obligations described in clause (1), and are placed through a primary government securities dealer or a financial institution doing business in the State of Texas, (9) securities lending programs if (i) the securities loaned under the program are 100% collateralized, a loan made under the program allows for termination at any time and a loan made under the program is either secured by (a) obligations that are described in clauses (1) through (6) above, (b) irrevocable letters of credit issued by a state or national bank that is continuously rated by a nationally recognized investment rating firm at not less than A or its equivalent or (c) cash invested in obligations described in clauses (1) through (6) above, clauses (11) through (13) below, or an authorized investment pool; (ii) securities held as collateral under a loan are pledged to the City, held in the City’s name and deposited at the time the investment is made with the City or a third party designated by the City; (iii) a loan made under the program is placed through either a primary government securities dealer or a financial institution doing business in the State of Texas; and (iv) the agreement to lend securities has a term of one year or less, (10) certain bankers' acceptances with the remaining term of 270 days or less, if the short-term obligations of the accepting bank or its parent are rated at least A-1 or P-1 or the equivalent by at least one nationally recognized credit rating agency, (11) commercial paper with a stated maturity of 270 days or less that is rated at least A-1 or P-1 or the equivalent by either (a) two nationally recognized credit rating agencies or (b) one nationally recognized credit rating agency if the paper is fully secured by an irrevocable letter of credit issued by a U.S. or state bank, (12) no-load money market mutual funds registered with and regulated by the Securities and Exchange Commission that have a dollar weighted average stated maturity of 90 days or less and include in their investment objectives the maintenance of a stable net asset value of $1 for each share, and (13) no-load mutual funds registered with the Securities and Exchange Commission that have an average weighted maturity of less than two years, invest exclusively in obligations described in the this paragraph, and are continuously rated as to investment quality by at least one nationally recognized investment rating firm of not less than AAA or its equivalent. In addition, bond proceeds may be invested in guaranteed investment contracts that have a defined termination date and are secured by obligations, including letters of credit, of the United States or its agencies and instrumentalities in an amount at least equal to the amount of bond proceeds invested under such contract, other than the prohibited obligations described in the next succeeding paragraph. The City may invest in such obligations directly or through government investment pools that invest solely in such obligations provided that the pools are rated no lower than AAA or AAAm or an equivalent by at least one nationally recognized rating service. The City may also contract with an investment management firm registered under the Investment Advisers Act of 1940 (15 U.S.C. Section 80b-1 et seq.) or with the State Securities Board to provide for the investment and management of its public funds or other funds under its control for a term up to two years, but the City retains ultimate responsibility as fiduciary of its assets. In order to renew or extend such a contract, the City must do so by order, ordinance, or resolution. The City is specifically prohibited from investing in: (1) obligations whose payment represents the coupon payments on the outstanding principal balance of the underlying mortgage-backed security collateral and pays no principal; (2) obligations whose payment represents the principal stream of cash flow from the underlying mortgage-backed security and bears no interest; (3) collateralized mortgage obligations that have a stated final maturity of greater than 10 years; and (4) collateralized mortgage obligations the interest rate of which is determined by an index that adjusts opposite to the changes in a market index. INVESTMENT POLICIES . . . Under Texas law, the City is required to invest its funds under written investment policies that primarily emphasize safety of principal and liquidity; that address investment diversification, yield, maturity, and the quality and capability of investment management; and that includes a list of authorized investments for City funds, maximum allowable stated maturity of any individual investment and the maximum average dollar-weighted maturity 31 allowed for pooled fund groups. All City funds must be invested consistent with a formally adopted "Investment Strategy Statement" that specifically addresses each funds’ investment. Each Investment Strategy Statement will describe its objectives concerning: (1) suitability of investment type, (2) preservation and safety of principal, (3) liquidity, (4) marketability of each investment, (5) diversification of the portfolio, and (6) yield. Under Texas law, City investments must be made "with judgment and care, under prevailing circumstances, that a person of prudence, discretion, and intelligence would exercise in the management of the person’s own affairs, not for speculation, but for investment, considering the probable safety of capital and the probable income to be derived." At least quarterly the investment officers of the City shall submit an investment report detailing: (1) the investment position of the City, (2) that all investment officers jointly prepared and signed the report, (3) the beginning market value, any additions and changes to market value and the ending value of each pooled fund group, (4) the book value and market value of each separately listed asset at the beginning and end of the reporting period, (5) the maturity date of each separately invested asset, (6) the account or fund or pooled fund group for which each individual investment was acquired, and (7) the compliance of the investment portfolio as it relates to: (a) adopted investment strategy statements and (b) state law. No person may invest City funds without express written authority from the City Council. ADDITIONAL PROVISIONS . . . Under Texas law the City is additionally required to: (1) annually review its adopted policies and strategies; (2) adopt a rule, order, ordinance or resolution stating that it has reviewed its investment policy and investment strategies and recording any changes made to either its investment policy or investment strategy in the respective rule, order, ordinance or resolution; (3) require any investment officers’ with personal business relationships or relatives with firms seeking to sell securities to the entity to disclose the relationship and file a statement with the Texas Ethics Commission and the City Council; (4) require the registered principal of firms seeking to sell securities to the City to: (a) receive and review the City’s investment policy, (b) acknowledge that reasonable controls and procedures have been implemented to preclude imprudent investment activities, and (c) deliver a written statement attesting to these requirements; (5) perform an annual audit of the management controls on investments and adherence to the City’s investment policy; (6) provide specific investment training for the Treasurer, Chief Financial Officer and investment officers; (7) restrict reverse repurchase agreements to not more than 90 days and restrict the investment of reverse repurchase agreement funds to no greater than the term of the reverse repurchase agreement; (8) restrict its investment in mutual funds in the aggregate to no more than 15 percent of its monthly average fund balance, excluding bond proceeds and reserves and other funds held for debt service, and to invest no portion of bond proceeds, reserves and funds held for debt service, in mutual funds; (9) require local government investment pools to conform to the new disclosure, rating, net asset value, yield calculation, and advisory board requirements; and (10) at least annually review, revise, and adopt a list of qualified brokers that are authorized to engage in investment transactions with the City. TABLE 16 - CURRENT INVESTMENTS As of June 30, 2025, the City's investable funds were invested in the following categories: Market Value Bank Deposits 33,588$ Texas Local Government Investment Pool (Tex Pool) 26,017,715 Texas Class 21,097,827 TEXSTAR 26,335,696 73,484,826$ TAX MATTERS OPINION OF BOND COUNSEL . . . In the opinion of Bond Counsel, as more fully described below, under existing law and assuming continuing compliance by the City with certain tax covenants, the interest on the Certificates is excludable from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”) and is not treated as an item of tax preference for purposes of computing the federal alternative minimum tax imposed on individuals under the Code; however, the interest on the Certificates is included in the "adjusted financial statement income" of certain corporations on which the federal alternative minimum tax is imposed under the Code. 32 The foregoing opinions of Bond Counsel are subject to the condition that the City complies with all requirements of the Code that must be satisfied subsequent to the issuance of the Certificates in order for interest on the Certificates to be excludable from gross income for federal income tax purposes. The City has covenanted to comply with such requirements. The scope of the foregoing opinions of Bond Counsel is limited to matters addressed above and no opinion is expressed by Bond Counsel regarding other federal income tax consequences related to the ownership or disposition of, or the amount, accrual or receipt of interest on, the Certificates. In rendering such opinions, Bond Counsel further assumes and relies upon (i) without undertaking to verify the same by independent investigation, the accuracy of the representations, statements of intention and reasonable expectation, and certifications of fact of the City with respect to matters affecting the excludability of interest on the Certificates from gross income for federal income tax purposes under the Code; and (ii) continuing compliance by the City with the applicable requirements of the Code as to such tax matters and certain procedures, agreements and covenants that must be met subsequent to the issuance of the Certificates in order that interest on the Certificates be and remain excludable from gross income for federal income tax purposes. Bond Counsel has not been engaged or retained to monitor post-issuance compliance. Failure of the City to comply with such requirements may cause the interest on the Certificates to not be excludable from gross income for federal income tax purposes retroactively to the date of issuance of the Certificates irrespective of the date on which such noncompliance occurs or is ascertained. Bond Counsel’s opinions set forth above are based upon current facts and circumstances, and upon existing law and interpretations thereof, as of the date such opinions are delivered and Bond Counsel assumes no affirmative obligation to update, revise or supplement such opinions to reflect any action thereafter taken or not taken or if such facts or circumstances, or laws or interpretations thereof, change after the date of such opinions, including, without limitation, changes that adversely affect the excludability of interest on the Certificates, even if such actions, inactions or changes come to Bond Counsel’s attention. Further, such opinions are limited solely to the matters stated therein, and no opinion is to be implied or is intended beyond the opinions expressly stated therein. Moreover, the opinion of Bond Counsel is only an opinion and not a warranty or guaranty of the matters discussed or of a particular result, and is not binding on the Internal Revenue Service (the “IRS”) or the courts. Prospective purchasers of the Certificates should also be aware that ownership of the Certificates may result in adverse tax consequences under the laws of various states and local jurisdictions. Bond Counsel expresses no opinion regarding any state or local tax consequences of acquiring, carrying, owning or disposing of the Certificates. Prospective purchasers of the Certificates should consult their tax advisors as to any state and local tax consequences to them of owning the Certificates. Reference is made to the proposed form of the opinion of Bond Counsel attached hereto as “Appendix C – Form of Bond Counsel Opinion” for the complete text thereof. CERTAIN COLLATERAL FEDERAL INCOME TAX CONSEQUENCES . . . The following is a brief discussion of certain collateral federal income tax matters with respect to the Certificates. It does not purport to address all aspects of federal taxation that may be relevant to a particular owner of any Certificates. Bond Counsel has not expressed an opinion regarding the collateral federal income tax consequences that may arise with respect to the Certificates. Prospective purchasers of the Certificates should be aware that ownership of, receipt or accrual of interest on, or disposition of, tax-exempt obligations may result in collateral federal income tax consequences to certain taxpayers, including, without limitation, financial institutions, property and casualty insurance companies, individual recipients of Social Security or Railroad Retirement benefits, certain S Corporations with "excess net passive income" and foreign corporations subject to the branch profits tax, individuals eligible to receive the earned income tax credit, and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry the Certificates. INFORMATION REPORTING AND BACKUP WITHHOLDING . . . Interest paid on tax-exempt obligations is subject to information reporting to the IRS in a manner similar to interest paid on taxable obligations. This reporting requirement does not affect the excludability of interest on the Certificates from gross income for federal income tax purposes. However, in conjunction with that information reporting requirement, the Code subjects certain non- corporate owners of Certificates, under certain circumstances, will be subject to "backup withholding" with respect to payments on the Certificates and proceeds from the sale of the Certificates. Any amounts so withheld would be 33 refunded or allowed as a credit against the federal income tax of such owner of the Certificates. This withholding generally applies if the owner of the Certificates (i) fails to furnish the paying agent (or other person who would otherwise be required to withhold tax from such payments) such owner's social security number or other taxpayer identification number ("TIN"), (ii) furnishes the paying agent an incorrect TIN, (iii) fails to properly report interest, dividends, or other "reportable payments" as defined in the Code, or (iv) under certain circumstances, fails to provide the paying agent or such owner's securities broker with a certified statement, signed under penalty of perjury, that the TIN provided is correct and that such owner is not subject to backup withholding. Prospective purchasers of the Certificates may also wish to consult with their tax advisors with respect to the need to furnish certain taxpayer information in order to avoid backup withholding and the procedures for obtaining exemptions. ORIGINAL ISSUE PREMIUM . . . The Certificates maturing on February 15 in the years 2026 through and including 2044 (collectively, the "Premium Certificate[s]") were offered and sold to the public at a price in excess of their stated redemption price (the principal amount) at maturity. That excess constitutes bond premium. For federal income tax purposes, bond premium is amortized over the period to maturity of a Premium Certificate, based on the yield to maturity of that Premium Certificate (or, in the case of a Premium Certificate callable prior to its stated maturity, the amortization period and yield may be required to be determined on the basis of an earlier call date that results in the lowest yield on that Premium Certificate), compounded semiannually. No portion of that bond premium is deductible by the owner of a Premium Certificate. For purposes of determining the owner's gain or loss on the sale, redemption (including redemption at maturity) or other disposition of a Premium Certificate, the owner's tax basis in the Premium Certificate is reduced by the amount of bond premium that accrues during the period of ownership. As a result, an owner may realize taxable gain for federal income tax purposes from the sale or other disposition of a Premium Certificate for an amount equal to or less than the amount paid by the owner for that Premium Certificate. A purchaser of a Premium Certificate in the initial public offering at the price for that Premium Certificate who holds that Premium Certificate to maturity (or, in the case of a callable Premium Certificate, to its earlier call date that results in the lowest yield on that Premium Certificate) will realize no gain or loss upon the retirement of that Premium Certificate. The federal income tax treatment of original issue premium under the Code, including the determination of the amount of amortizable bond premium that is allocable to each year, is complicated. Purchasers of Premium Certificates should consult their own tax advisors regarding the treatment of bond premium for federal income tax purposes, including various special rules relating thereto, and the state and local tax consequences, in connection with the acquisition, ownership, amortization of bond premium on, sale, exchange or other disposition of, Premium Certificates. The federal income tax consequences of the purchase, ownership and redemption, sale or other disposition of Premium Certificates which are not purchased in the initial offering may be determined according to rules which differ from those described above. ORIGINAL ISSUE DISCOUNT . . . The Certificates maturing on February 15 in the years 2045 (collectively, the "Discount Certificate[s]") were sold at prices less than the stated principal amounts thereof. The difference between the principal amount of the Discount Certificates and the initial offering price to the public, excluding bond houses and brokers, at which price a substantial amount of such Discount Certificates of the same maturity was sold, is "original issue discount." Original issue discount represents interest which is excluded from gross income for federal income tax purposes to the same extent and subject to the same considerations discussed above as to stated interest on the Certificates. Such interest is taken into account for purposes of determining the alternative minimum tax liability, and other collateral tax consequences, although the owner of such Discount Certificates may not have received cash in such year. Original issue discount will accrue over the term of a Discount Certificate at a constant interest rate compounded on interest payment dates. A purchaser who acquires a Discount Certificate in the initial offering at a price equal to the initial offering price thereof will be treated as receiving an amount of interest excludable from gross income for federal income tax purposes equal to the original issue discount accruing during the period such purchaser holds such Discount Certificate and will increase its adjusted basis in such Discount Certificate by the amount of such accruing discount for purposes of determining taxable gain or loss on the sale or other disposition of such Discount Certificate. Purchasers of Discount Certificates should consult their own tax advisors regarding the treatment for federal income tax purposes of interest accrued upon sale, redemption or the disposition of Discount Certificates, including various 34 special rules relating thereto, and the state and local tax consequences, in connection with the acquisition, ownership, accrual of discount on, sale, exchange or other disposition of, Discount Certificates. The federal income tax consequences of the purchase, ownership and redemption, sale or other disposition of Discount Certificates which are not purchased in the initial offering may be determined according to rules which differ from those described above. MISCELLANEOUS . . . Bond Counsel gives no assurance that any future legislation or clarifications or amendments to the Code, if enacted into law or that otherwise become effective, will not cause the interest on the Certificates to be subject, directly or indirectly, to federal income taxation or otherwise prevent the Certificateholders from realizing the full current benefit of the tax status of the interest on the Certificates. During recent years, legislative proposals have been introduced in Congress, and in some cases have been enacted, that have altered or could alter certain federal tax consequences of owning obligations similar to the Certificates. In some cases, these proposals have contained provisions that were to be applied on a retroactive basis. It is possible that legislation could be introduced that, if enacted, could change the federal tax consequences of owning the Certificates and, whether or not enacted, could adversely affect their market value. Prospective purchasers of the Certificates are encouraged to consult their own tax advisors regarding any pending or proposed federal legislation, as to which Bond Counsel expresses no view. The federal income tax consequences from the purchase, ownership and redemption, sale or other disposition of Certificates which are not purchased in the initial offering at the initial offering price may be determined according to rules which differ from those described above. Purchasers of the Certificates at other than their original issuance at the respective prices indicated on the inside cover of this Official Statement should consult their own tax advisors regarding other tax considerations. PURCHASE, OWNERSHIP, SALE OR DISPOSITION OF THE CERTIFICATES AND THE RECEIPT OR ACCRUAL OF THE INTEREST THEREON MAY HAVE ADVERSE FEDERAL TAX CONSEQUENCES FOR CERTAIN INDIVIDUAL AND CORPORATE CERTIFICATEHOLDERS, INCLUDING, BUT NOT LIMITED TO, THE CONSEQUENCES DESCRIBED ABOVE. PROSPECTIVE CERTIFICATEHOLDERS SHOULD CONSULT WITH THEIR TAX SPECIALISTS FOR INFORMATION IN THAT REGARD. Reference is made to the proposed form of the opinion of Bond Counsel attached hereto as "APPENDIX C – Form of Bond Counsel’s Opinion" for the complete text thereof. See also "OTHER INFORMATION – Legal Opinions" herein. CONTINUING DISCLOSURE OF INFORMATION In the Ordinance, the City has made the following agreement for the benefit of the holders and beneficial owners of the Certificates. The City is required to observe the agreement for so long as it remains obligated to advance funds to pay the Certificates. Under the agreement, the City will be obligated to provide certain updated financial information and operating data annually, and timely notice of specified material events, to the Municipal Securities Rulemaking Board (the "MSRB"). This information will be available free of charge from the MSRB via the Electronic Municipal Market Access ("EMMA") system at www.emma.msrb.org. ANNUAL REPORTS . . . The City will provide certain updated financial information and operating data to the MSRB. The information to be updated includes all quantitative financial information and operating data with respect to the City of the general type included in this Official Statement under the heading " FINANCIAL INFORMATION,” “DEBT INFORMATION, and TAX MATTERS." The City will update and provide this information within 270 days after the end of each fiscal year ending in and after 2024. The financial information and operating data to be provided may be set forth in full in one or more documents or may be included by specific reference to any document available to the public on the MSRB’s Internet Website or filed with the United States Securities and Exchange Commission (the "SEC"), as permitted by SEC Rule 15c2-12 (the "Rule"). The updated information will include audited financial statements, if the City commissions an audit and it is completed by the required time. If audited financial statements are not available by the required time, the City will provide audited financial statements when and if such audited financial statements become available. Any such financial statements will be 35 prepared in accordance with the accounting principles described in APPENDIX B or such other accounting principles as the City may be required to employ from time to time pursuant to State law or regulation. The City’s current fiscal year end is September 30. Accordingly, it must provide updated information by June 27 in each year, unless the City changes its fiscal year. If the City changes its fiscal year, it will notify the MSRB of the change. EVENT NOTICES . . . The City will also provide timely notices of certain events to the MSRB. The City will provide notice in a timely manner not in excess of ten business days after the occurrence of the event of any of the following events with respect to the Certificates: (1) principal and interest payment delinquencies; (2) non-payment related defaults, if material; (3) unscheduled draws on debt service reserves reflecting financial difficulties; (4) unscheduled draws on credit enhancements reflecting financial difficulties; (5) substitution of credit or liquidity providers, or their failure to perform; (6) adverse tax opinions, 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 status of the Certificates, or other material events affecting the tax status of the Certificates; (7) modifications to rights of holders of the Certificates, if material; (8) bond calls, if material, and tender offers; (9) defeasances; (10) release, substitution, or sale of property securing repayment of the Certificates, if material; (11) rating changes; (12) bankruptcy, insolvency, receivership or similar event of the City; (13) the consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of the assets of the City, 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 Paying Agent/Registrar or change in the name of the Paying Agent/Registrar, if material; (15) incurrence of a financial obligation of the City, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the City, 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 City, any of which reflect financial difficulties. For these purposes, any event described in (12) is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City 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 City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City. (Neither the Certificates nor the Ordinance make any provision for debt service reserves, liquidity enhancement or credit enhancement, or the pledge of property other than certain ad valorem tax revenues to secure repayment of the Certificates). As used in this section, the term "Financial Obligation" means a (i) debt obligation, (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation, or (iii) guarantee of a debt obligation or any such derivative instrument; provided that "Financial Obligation" shall not include municipal securities as to which a final official statement (as defined in the Rule) has been provided to the MSRB consistent with the Rule. The City intends the words used in the above clauses (15) and (16) and in the definition of Financial Obligation above to have the meanings ascribed to them in SEC Release No. 34-83885 dated August 20, 2018. In addition, the City will provide timely notice of any failure by the City to provide information, data, or financial statements in accordance with its agreement described above under "ANNUAL REPORTS." AVAILABILITY OF INFORMATION . . . Effective July 1, 2009 (the "EMMA Effective Date"), the SEC implemented amendments to the Rule which approved the establishment by the MSRB of EMMA, which is now the sole national municipal securities information repository with respect to filings made in connection with undertakings made under the Rule after the EMMA Effective Date. Commencing with the EMMA Effective Date, all information and documentation filing required to be made by the City in accordance with its undertaking made for the Certificates will be made with the MSRB in electronic format in accordance with MSRB guidelines. Access to such filings will be provided, without charge to the general public, by the MSRB. The City will continue to make information filings, including material event notices, with the Texas state information repository (the "SID") so long as it is required to do so pursuant to the terms of any undertakings made under the Rule prior to the EMMA Effective Date. LIMITATIONS AND AMENDMENTS . . . The City has agreed to update information and to provide notices of events only as described above. The City has not agreed to provide other information that may be relevant or material to a complete presentation of its financial results of operations, condition, or prospects or agreed to update any 36 information that is provided, except as described above. The City makes no representation or warranty concerning such information or concerning its usefulness to a decision to invest in or sell bonds at any future date. The City disclaims any contractual or tort liability for damages resulting in whole or in part from a breach of its continuing disclosure agreement or from any statement made pursuant to its agreement, although holders of Certificates may seek a writ of mandamus to compel the City to comply with its agreement. The City may amend its continuing disclosure agreement 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 City, if (i) the agreement, as amended, would have permitted an underwriter to purchase or sell Certificates in the offering described herein in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (ii) either (a) the holders of a majority in aggregate principal amount of the outstanding Certificates consent to the amendment or (b) any person unaffiliated with the City (such as nationally recognized bond counsel) determines that the amendment will not materially impair the interests of the holders and beneficial owners of the Certificates. The City may also amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable provisions of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling Certificates in the primary offering of the Certificates. If the City so amends the agreement, it has agreed to include with the next financial information and operating data provided in accordance with its agreement described above under "Annual Reports" an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information and operating data so provided. THE COMPLIANCE WITH PRIOR UNDERTAKINGS . . . In connection with prior transactions, the City has entered into undertakings pursuant to which it agreed to provide certain continuing disclosure information and notices of material events in accordance with event (15) described above. In late 2021 the City entered into two "Financial Obligations" which required the City to file notices of material events. Although the City filed such notices on October 11, 2021 and January 19, 2022, respectively, they were not timely. In addition, the City has filed the related notices of failure to file such information pursuant to its prior continuing disclosure undertakings. See https://emma.msrb.org/IssuerHomePage/Issuer?id=2414706A071CB81A7BB38CB32831BBD6&type=G The City has implemented certain administrative procedures to help ensure timely compliance with its obligations in the future. CYBERSECURITY . . . The City, like other cities in the State, utilizes technology in conducting its operations. As a user of technology, the City potentially faces cybersecurity threats (e.g., hacking, phishing, viruses, malware and ransomware) on its technology systems. Accordingly, the City may be the target of a cyber-attack on its technology systems that could result in adverse consequences to the City. The City employs a multi-layered approach to combating cybersecurity threats. While the City deploys layered technologies and requires employees to receive cybersecurity training, as required by State law, among other efforts, cybersecurity breaches could cause material disruptions to the City’s finances or operations. The costs of remedying such breaches or protecting against future cyber-attacks could be substantial and there is no assurance that these costs will be covered by insurance. Further, cybersecurity breaches could expose the City to litigation and other legal risks, which could cause the City to incur other costs related to such legal claims or proceedings. OTHER INFORMATION RATINGS The Certificates have been rated "A+" by S&P Global Ratings, a division of Standard & Poor’s Financial Services LLC ("S&P"), without regard to credit enhancement. Additionally, the City’s General Obligation Refunding Bonds, Series 2019, Combination Tax and Revenue Certificates of Obligation, Series 2020A, Combination Tax and Revenue Certificates of Obligation, Series 2021, General Obligation Refunding Bonds, Series 2021 and Combination Tax and Revenue Certificates of Obligation, Series 2022 are rated "AA" by S&P, with regard to credit enhancement. An explanation of the significance of such rating may be obtained from the company furnishing the rating. The rating reflects only the view of such organization and the City makes no representation as to the appropriateness of the rating. There is no assurance that such rating will continue for any given period of time or that 37 it will not be revised downward or withdrawn entirely by such rating company, if in the judgment of such company, circumstances so warrant. Any such downward revision or withdrawal of such rating may have an adverse effect on the market price of the Certificates. LITIGATION It is the opinion of the City Attorney and City Staff that there is no significant pending litigation against the City that would have a material adverse financial impact upon the City or its operations. A majority of the litigation and legal claims against the City are covered by the Texas Municipal League Intergovernmental Risk Pool. REGISTRATION AND QUALIFICATION OF CERTIFICATES FOR SALE The sale of the Certificates has not been registered under the Federal Securities Act of 1933, as amended, in reliance upon the exemption provided thereunder by Section 3(a)(2); and the Certificates have not been qualified under the Securities Act of Texas in reliance upon various exemptions contained therein; nor have the Certificates been qualified under the securities acts of any jurisdiction. The City assumes no responsibility for qualification of the Certificates under the securities laws of any jurisdiction in which the Certificates may be sold, assigned, pledged, hypothecated or otherwise transferred. This disclaimer of responsibility for qualification for sale or other disposition of the Certificates shall not be construed as an interpretation of any kind with regard to the availability of any exemption from securities registration provisions. LEGAL INVESTMENTS AND ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS Section 1201.041 of the Public Security Procedures Act (Chapter 1201, Texas Government Code) provides that the Certificates are negotiable instruments governed by Chapter 8, Texas Business and Commerce Code, and are legal and authorized investments for insurance companies, fiduciaries, and trustees, and for the sinking funds of municipalities or other political subdivisions or public agencies of the State of Texas. With respect to investment in the Certificates by municipalities or other political subdivisions or public agencies of the State of Texas, the Public Funds Investment Act, Chapter 2256, Texas Government Code, requires that the Certificates be assigned a rating of "A" or its equivalent as to investment quality by a national rating agency. See "OTHER INFORMATION – RATINGS" herein. In addition, various provisions of the Texas Finance Code provide that, subject to a prudent investor standard, the Certificates are legal investments for state banks, savings banks, trust companies with at capital of one million dollars or more, and savings and loan associations. The Certificates are eligible to secure deposits of any public funds of the State, its agencies, and its political subdivisions, and are legal security for those deposits to the extent of their market value. No review by the City has been made of the laws in other states to determine whether the Certificates are legal investments for various institutions in those states. LEGAL OPINIONS The City will furnish a complete transcript of proceedings had incident to the authorization and issuance of the Certificates, including the unqualified approving legal opinion of the Attorney General of Texas approving the Initial Bond and to the effect that the Certificates are valid and legally binding obligations of the City, and based upon examination of such transcript of proceedings, the approving legal opinion of Bond Counsel, to like effect and to the effect that the interest on the Certificates will be excludable from gross income for federal income tax purposes under Section 103(a) of the Code, subject to the matters described under "TAX MATTERS" herein. Bond Counsel was not requested to participate and did not take part in the preparation of the Official Statement, and such firm has not assumed any responsibility with respect thereto or undertaken independently to verify any of the information contained therein, except that, in its capacity as Bond Counsel, such firm has reviewed the information under captions or subcaptions "PLAN OF FINANCING – PURPOSE," "PLAN OF FINANCING – SOURCES AND USES OF CERTIFICATE PROCEEDS", "THE CERTIFICATES" (except for the information under the subcaptions "BOOK-ENTRY-ONLY SYSTEM," "EFFECT OF TERMINATION OF BOOK-ENTRY-ONLY SYSTEM," "BONDHOLDERS’ REMEDIES," and "USE OF PROCEEDS," as to which no opinion is expressed), and "CONTINUING DISCLOSURE OF INFORMATION," and Bond Counsel is of the opinion that the statements and information contained therein fairly and accurately reflect the provisions of the Ordinance; further, Bond Counsel has reviewed the statements and information contained in this Official Statement under the captions "TAX MATTERS," and "OTHER INFORMATION – REGISTRATION AND QUALIFICATION OF THE CERTIFICATES FOR SALE," "LEGAL INVESTMENTS AND ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS," and "LEGAL OPINIONS," and Bond Counsel is of the opinion that the statements and information contained therein are correct as to matters of law. The legal fee to be paid to 38 Bond Counsel for services rendered in connection with the issuance of the Certificates is contingent on the sale and delivery of the Certificates. The legal opinion will accompany the Certificates deposited with DTC or will be printed on the Certificates in the event of the discontinuance of the Book-Entry-Only System. Certain legal matters will be passed upon for the Underwriters by Bracewell LLP, Houston, Texas, Counsel to the Underwriters. AUTHENTICITY OF FINANCIAL DATA AND OTHER INFORMATION The financial data and other information contained herein have been obtained from City records, audited financial statements and other sources which are believed to be reliable. There is no guarantee that any of the assumptions or estimates contained herein will be realized. All of the summaries of the statutes, documents and resolutions contained in this Official Statement are made subject to all of the provisions of such statutes, documents and resolutions. These summaries do not purport to be complete statements of such provisions and reference is made to such documents for further information. Reference is made to original documents in all respects. FINANCIAL ADVISOR Hilltop Securities Inc. is employed as Financial Advisor to the City in connection with the issuance of the Certificates. The Financial Advisor's fee for services rendered with respect to the sale of the Certificates is contingent upon the issuance and delivery of the Certificates. Hilltop Securities Inc., in its capacity as Financial Advisor, does not assume any responsibility for the information, covenants and representations contained in any of the legal documents with respect to the federal income tax status of the Certificates, or the possible impact of any present, pending or future actions taken by any legislative or judicial bodies. The Financial Advisor to the City has provided the following sentence for inclusion in this Official Statement. The Financial Advisor has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to the City and, as applicable, to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Financial Advisor does not guarantee the accuracy or completeness of such information. UNDERWRITING The Underwriters have agreed, subject to certain conditions, to purchase the Certificates from the City, at an underwriting discount of $103,251.50. The Underwriters will be obligated to purchase all of the Certificates if any Certificates are purchased. The Certificates to be offered to the public may be offered and sold to certain dealers (including the Underwriters and other dealers depositing Certificates into investment trusts) at prices lower than the public offering prices of such Certificates and such public offering prices may be changed, from time to time, by the Underwriters. The Underwriters have provided the following sentence for inclusion in this Official Statement. The Underwriters have reviewed the information in this Official Statement in accordance with, and as part of, their respective responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. PNC Capital Markets LLC (“PNCCM”), one of the Underwriters of the Series 2025 Certificates, may offer to sell to its affiliate, PNC Investments, LLC (“PNCI”), securities in PNCCM’s inventory for resale to PNCI’s customers, including securities such as the Series 2025 Certificates. Additionally, PNCCM and PNC Bank, National Association are both wholly-owned subsidiaries of PNC Financial Services Group, Inc. PNCCM is not a bank, and is a distinct legal entity from PNC Bank, National Association. PNC Bank, National Association may from time to time have other banking and financial relationships with the City. FORWARD-LOOKING STATEMENTS DISCLAIMER The statements contained in this Official Statement, and in any other information provided by the City, that are not purely historical, are forward-looking statements, including statements regarding the City's expectations, hopes, intentions, or strategies regarding the future. Readers should not place undue reliance on forward-looking statements. All forward-looking statements included in this Official Statement are based on information available to the City on the date hereof, and the City assumes no obligation to update any such forward-looking statements. The City's actual results could differ materially from those discussed in such forward-looking statements. 39 The forward-looking statements included herein are necessarily based on various assumptions and estimates and are inherently subject to various risks and uncertainties, including risks and uncertainties relating to the possible invalidity of the underlying assumptions and estimates and possible changes or developments in social, economic, business, industry, market, legal, and regulatory circumstances and conditions and actions taken or omitted to be taken by third parties, including customers, suppliers, business partners and competitors, and legislative, judicial, and other governmental authorities and officials. Assumptions related to the foregoing involve judgments with respect to, among other things, future economic, competitive, and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the City. Any of such assumptions could be inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this Official Statement will prove to be accurate. /s/ Charlotte M. Moses Mayor City of Port Arthur, Texas ATTEST: /s/ Sherri Bellard City Secretary City of Port Arthur, Texas [The Remainder of this Page Intentionally Left Blank] (THIS PAGE LEFT BLANK INTENTIONALLY) APPENDIX A GENERAL INFORMATION REGARDING THE CITY (THIS PAGE LEFT BLANK INTENTIONALLY) A - 1 THE CITY The City of Port Arthur (the "City") is located in Jefferson County and Orange County on the west shore of Sabine Lake directly adjacent to the Gulf of Mexico in the extreme southeast corner of the State of Texas. The land area of the City covers approximately 167 square miles. The City is located along the 40-foot-deep Sabine-Neches Ship Channel, which links Jefferson and Orange Counties with the Gulf of Mexico. The City is a component of the Beaumont-Port Arthur Metropolitan Statistical Area ("MSA") comprised of Jefferson, Hardin and Orange Counties. ECONOMY The economy of the MSA is based on petroleum refining of petrochemicals and other chemicals, the fabrication of steel and steel products, shipping activity, the manufacture of wood, pulp, food and feed products, agriculture, and health care services. Port Arthur is the site for one of the world’s largest steam crackers, representing a $1.5 billion investment by BASF Corporation and Total Petrochemicals & Refining USA, Inc. The steam cracker transforms crude oil and natural gas into chemical building blocks for many consumer and industrial goods. The expansion of the Motiva Refinery in Port Arthur, Texas, is now complete making it the largest refinery in North America. The capacity has more than doubled to 600,000 barrels per day. ExxonMobil’s Golden Pass Liquid Natural Gas project represents an investment of more than $1 billion and provides the following benefits: a safe, reliable, long-term, competitive source of energy for area residents and industries; help for the Port Arthur area to attract new business and retain existing jobs in the face of declining natural gas supplies; and highly-skilled permanent jobs. The proposed Sempra Energy Port Arthur Liquid Natural Gas liquefaction project, to be located at a site previously permitted for a Liquid Natural Gas regasification terminal along the Sabine-Neches ship channel, would have at the start two natural gas liquefaction trains with a total export capability of about 10 million tons a year, or 517 billion cubic feet. The project also includes Liquid Natural Gas storage tanks and marine facilities for LNG ship berthing and loading. POPULATION 1960 1970 1980 1990 2000 2010 2020 Official Official Official Official Official Official Official Census Census Census Census Census Census Census City of Port Arthur 66,676 57,371 61,195 58,724 57,755 53,818 56,039 Jefferson County 245,659 246,402 250,928 239,397 252,051 252,273 256,526 Beaumont-Port Arthur MSA 306,016 347,568 375,497 361,226 385,090 388,745 397,565 SERVICES PROVIDED BY THE CITY The City provides water, sanitary sewer, library and park services. The City also has the responsibility of maintaining its storm drainage facilities, bridges, streets and sidewalks, providing local law enforcement activities, fire protection, solid waste disposal services, building inspection and civil defense services, and maintaining preventative health services through numerous health facilities within the community. A - 2 MAJOR EMPLOYERS The following are the major employers located within the City of Port Arthur: Number of Name Product Employees Port Arthur ISD Education 1,340 Motiva Enterprises Petrochemical Manufacturing 1,300 Huntsman Corp Petrochemical Manufacturing 1,250 Christus St. Mary Hospital Medical 900 Valero Refining Petrochemical Manufacturing 825 City of Port Arthur Municipal Government 675 Wal-Mart Supercenters Retail 650 The Medical Center of Southeast Texas Medical 562 Echo Maintenance Petrochemical Maintenance 500 Total Petrochemicals Petrochemical Manufacturing 500 ________________ Source: Municipal Advisory Council of Texas The following are the major employers located within the Beaumont – Port Arthur MSA: No. of 1,000+ Employees Employees Baptist Hospitals of Southeast Texas 1,615 Christus Southeast Texas- St Elizabeth 1,578 Lamar University 1,320 Entergy Texas 1,100 500-999 Employees Valero Port Arthur Oil Refinery 927 Vidor Independent School District 872 Medical Center of Southeast Texas 784 Texas Department of Criminal Justice Mark W Stiles Unit 750 Addiction Treatment & Recovery 635 Brock Enterprises Inc 600 Lamar University Health Center 576 En Global Engineering Inc 545 ________________ Source: Greater Port Arthur Chamber of Commerce A - 3 LABOR FORCE STATISTICS (1) March Average Annual 2025 2024 2023 2022 2021 2020 City of Port Arthur Civilian Labor Force 22,494 22,395 21,490 20,966 21,465 21,966 Total Employment 20,878 20,485 19,585 19,148 18,635 18,493 Unemployment 1,616 1,910 1,905 1,818 2,830 3,473 Unemployment Rate 7.2% 8.5% 8.9% 8.7% 13.2% 15.8% Jefferson County Civilian Labor Force 115,355 113,810 108,942 106,419 107,199 110,294 Total Employment 109,202 107,142 102,435 100,070 97,218 97,698 Unemployment 6,153 6,668 6,507 6,349 9,981 12,596 Unemployment Rate 5.3% 5.9% 6.0% 6.0% 9.3% 11.4% Orange County Civilian Labor Force 42,530 41,954 40,162 39,062 38,628 39,180 Total Employment 40,709 39,979 38,217 37,037 35,534 35,377 Unemployment 1,821 1,975 1,945 2,025 3,094 3,803 Unemployment Rate 4.3% 4.7% 4.8% 5.2% 8.0% 9.7% % Unemployed (Texas) 4.0% 4.1% 4.0% 3.9% 5.6% 7.7% % Unemployed (U.S.) 4.2% 4.0% 3.6% 3.6% 5.3% 8.1% ________________ (1) Source: Texas Workforce Commission, Labor Market Information. (THIS PAGE LEFT BLANK INTENTIONALLY) APPENDIX B EXCERPTS FROM THE CITY OF PORT ARTHUR, TEXAS ANNUAL FINANCIAL REPORT For the Year Ended September 30, 2024 The information contained in this Appendix consists of excerpts from the City of Port Arthur, Texas Annual Financial Report for the Year Ended September 30, 2024, and is not intended to be a complete statement of the City's financial condition. Reference is made to the complete Report for further information. (THIS PAGE LEFT BLANK INTENTIONALLY) INDEPENDENT AUDITOR’S REPORT Honorable Mayor and Members of the City Council City of Port Arthur, Texas Report on the Financial Statements Opinions We have audited the accompanying financial statements of the governmental activities, the business- type activities, the discretely presented component unit, each major fund, and the aggregate remaining fund information of City of Port Arthur, Texas, as of and for the year ended September 30, 2024, and the related notes to the financial statements, which collectively comprise the City of Port Arthur, Texas’ basic financial statements as listed in the table of contents. In our opinion, the accompanying financial statements present fairly, in all material respects, the respective financial position of the governmental activities, the business-type activities, the discretely presented component unit, each major fund, and the aggregate remaining fund information of the City of Port Arthur, Texas, as of September 30, 2024, and the respective changes in financial position and, where applicable, cash flows thereof for the year then ended in accordance with accounting principles generally accepted in the United States of America. Basis for Opinions We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS) and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the City of Port Arthur, Texas and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions. Emphasis of Matter - Change of Accounting Principle As discussed in the notes to the financial statements, in the year ending September 30, 2024, the City adopted new accounting guidance, Governmental Accounting Standards Board (GASB) Statement No. 100, Accounting Changes and Error Corrections-an amendment of GASB Statement No. 62. Our opinions are not modified with respect to this matter. Responsibilities of Management for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the City of Port Arthur, Texas’ ability to continue as a going concern for twelve months beyond the financial statement date, including any currently known information that may raise substantial doubt shortly thereafter. 1 2 Auditor’s Responsibility for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinions. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS and Government Auditing Standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements. In performing an audit in accordance with GAAS and Government Auditing Standards, we: • Exercise professional judgment and maintain professional skepticism throughout the audit. • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the City of Port Arthur, Texas’ internal control. Accordingly, no such opinion is expressed. • Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. • Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the City of Port Arthur, Texas’ ability to continue as a going concern for a reasonable period of time. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control– related matters that we identified during the audit. Required Supplementary Information Accounting principles generally accepted in the United States of America require that the management’s discussion and analysis, budgetary comparison information, and pension and OPEB information be presented to supplement the basic financial statements. Such information is the responsibility of management and, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management’s responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. 3 Supplementary Information Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the City’s basic financial statements. The combining and individual fund financial statements and schedules are presented for purposes of additional analysis and are not a required part of the basic financial statements. Such information is the responsibility of management and were derived from and relate directly to the underlying accounting and other records used to prepare the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the basic financial statements or to the basic financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the combining and individual fund financial statements and schedules are fairly stated, in all material respects, in relation to the basic financial statements as a whole. Other Information Included in the Annual Comprehensive Financial Report Management is responsible for the other information included in the annual comprehensive financial report (ACFR). The other information comprises the introductory section and statistical section but does not include the financial statements and our auditor's report thereon. Our opinions on the financial statements do not cover the other information, and we do not express an opinion or any form of assurance thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and consider whether a material inconsistency exists between the other information and the financial statements, or the other information otherwise appears to be materially misstated. If, based on the work performed, we conclude that an uncorrected material misstatement of the other information exists, we are required to describe it in our report. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated June 30, 2025, on our consideration of the City’s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is solely to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the effectiveness of internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the City’s internal control over financial reporting and compliance. Waco, Texas June 30, 2025 THIS PAGE LEFT BLANK INTENTIONALLY MANAGEMENT’S DISCUSSION AND ANALYSIS THIS PAGE LEFT BLANK INTENTIONALLY 4 MANAGEMENT’S DISCUSSION AND ANALYSIS As management of the City of Port Arthur, Texas (City), we offer readers of the City’s financial statement this narrative overview and analysis of the financial activities of the City for the year ended September 30, 2024. We encourage readers to consider the information presented here in conjunction with additional information that we have furnished in our letter of transmittal as noted in the table of contents of this report. FINANCIAL HIGHLIGHTS • The assets and deferred outflows of resources of the City of Port Arthur exceeded its liabilities and deferred inflows at the close of the fiscal year by $267,313,113. • The City’s total net position increased by $14,672,631 from operations during the current fiscal year, driven by $170,979,056 in total revenues offset by expenses of $156,306,425 and $1,584,160 transferred to the EDC. • As of the close of the fiscal year, the City of Port Arthur’s governmental funds reported combined ending fund balance of $120,001,111. 3.8% of this total amount or $4,596,852 is unassigned and available for use within the City’s policies. • At the end of the current fiscal year, the unassigned fund balance in the general fund represented 122 days of the total general fund expenditures, which is $10,579,486 in excess of the City’s general fund balance policy requirement of 60 days plus $1.5M for extraordinary events. OVERVIEW OF THE FINANCIAL STATEMENTS This discussion and analysis is intended to serve as an introduction to the City’s basic financial statements. The City's basic financial statements are comprised three components: 1) government-wide financial statements, 2) fund financial statements, and 3) notes to the financial statements. This report also contains other supplementary information in addition to the financial statements themselves. Government-wide Financial Statements – The government-wide financial statements are designed to provide readers with a broad overview of the City’s finances, in a manner similar to private-sector business. The Statement of Net Position presents information on all of the City’s assets, deferred outflows, liabilities and deferred inflows with the difference between the four reported as Net Position. Over time, increases or decreases in Net Position may serve as a useful indicator of whether the financial position of the City is improving or deteriorating. That being said, the net position of the City increased $14,672,631. The Statement of Activities presents information showing how the City’s net position changed during the fiscal year. All changes in net position are reported when the underlying event giving rise to the change occurs, regardless of the timing of the related cash flows. Thus, revenues and expenses are reported in this statement for some items that will only result in cash flows in future fiscal periods (e.g. uncollected taxes and earned but unused compensated absences). Both of the government-wide financial statements distinguish functions of the City that are principally supported by taxes and intergovernmental revenues (governmental activities) from functions that are intended to recover all or a significant portion of their costs through user fees and charges (business-type activities). The governmental activities of the City include general government, public safety, community development, public works, health and welfare, public transportation and culture and recreation. The business-type activities include the water and sewer, solid waste and Pleasure Island operations. The government-wide financial statements are found in the table of contents of this report. Fund Financial Statements – A fund is a grouping of related accounts that is used to maintain control over resources that have been segregated for specific activities and objectives. The City, like other state and local governments, uses fund accounting to ensure and demonstrate compliance with finance related legal requirements. All of the funds of the City are divided into three categories – governmental, proprietary and fiduciary funds. 5 Governmental Funds – Governmental funds are used to account for essentially the same functions reported as governmental activities in the government-wide financial statements. However, unlike the government- wide financial statements, the governmental fund financial statements focus on current sources and uses of spendable resources, as well as on balances of spendable resources available at the end of the fiscal year. Such information may be useful in evaluating a government’s near-term financing requirements. Because the focus of governmental funds is narrower than that of the government-wide financial statements, it is useful to compare the information presented for governmental funds with similar information presented for governmental activities on the government-wide financial statements. By doing so, readers may better understand the long-term impact of the government’s near-term financing decisions. Both the governmental funds balance sheet and the governmental fund statements of revenues, expenditures and changes in fund balances provide a reconciliation to facilitate this comparison between governmental funds and governmental activities. The City maintains several individual governmental funds during the year. Information is presented separately in the governmental fund balance sheet and in the governmental fund statement of revenues, expenditures, and changes in fund balances for the general, American rescue plan, capital projects, and transit system funds which are considered to be major funds. Data from the other governmental funds are combined into a single, aggregated presentation titled total nonmajor funds. Individual fund data for each of these nonmajor governmental funds is provided in the form of combining statements immediately following the notes to the financial statements and required supplementary information in the City’s Annual Comprehensive Financial Report. Proprietary funds – The City maintains two types of proprietary funds (Enterprise and Internal Service Funds). Enterprise funds are used to report the same functions presented as business-type activities in the government-wide financial statements. The City uses enterprise funds to account for water and sewer, solid waste and Pleasure Island operations. Internal service funds are an accounting device used to accumulate and allocate costs internally among the City’s various functions. The City uses internal service funds to account for general liability insurance, employee benefits, and equipment replacement activities. All internal service funds are combined into a single aggregated presentation on the proprietary fund financial statements. Individual fund data for the internal service funds are provided in the form of combining statements elsewhere in this report. The basic proprietary fund financial statements are noted in the table of contents of this report. Fiduciary fund – The City maintains a fiduciary fund to account for assets held by the City in a trustee capacity for the City’s Other Postemployment Benefit (Health Insurance) Plan. The fiduciary fund financial statements are noted in the table of contents of this report. Notes to the financial statements – The notes provide additional information that is essential to a full understanding of the data provided in the government-wide and fund financial statements. The notes to the basic financial statements are noted in the table of contents of this report. Other information – In addition to the basic financial statements and accompanying notes, this report also presents certain required supplementary information concerning the City’s progress in funding its obligation to provide pension and other postemployment benefits to its employees. Required supplementary information can be found beginning immediately after the notes to the financial statements. See the notes to the financial statements for additional information concerning the City’s retirement systems and other postemployment benefits. The combining statements referred to earlier in connection with nonmajor governmental funds and internal service funds are presented immediately following the required supplementary information on pensions, other postemployment benefits, and budgetary comparisons. Such information is noted in the table of contents of this report. GOVERNMENT – WIDE FINANCIAL ANALYSIS As noted earlier, net position may serve, over time, as a useful indicator of the government’s financial position. In the case of the City of Port Arthur, Texas, assets and deferred outflows of resources exceeded liabilities and deferred inflows of resources by $267,313,113 as of September 30, 2024. 6 Statement of Net Position - 2024 2023 2024 2023 2024 2023 Current and other assets 171,105,762$ 157,867,109$ 40,516,273$ 59,415,048$ 211,622,035$ 217,282,157$ Capital assets 137,364,304 124,361,056 183,976,489 172,007,199 321,340,793 296,368,255 Total assets 308,470,066 282,228,165 224,492,762 231,422,247 532,962,828 513,650,412 Deferred outflows of resources 21,029,367 31,955,204 3,795,291 5,703,705 24,824,658 37,658,909 Current liabilities 28,174,891 29,063,141 10,602,951 9,332,736 38,777,842 38,395,877 Long-term liabilities 149,274,854 153,567,776 89,606,799 94,795,512 238,881,653 248,363,288 Total liabilities 177,449,745 182,630,917 100,209,750 104,128,248 277,659,495 286,759,165 Deferred inflows of resources 6,385,639 4,076,143 6,429,239 6,418,561 12,814,878 10,494,704 Net position: Net investment in capital assets 133,718,412 121,338,454 132,554,356 140,854,750 266,272,768 262,193,204 Restricted 32,638,516 27,649,931 - - 32,638,516 27,649,931 Unrestricted (20,692,879) (21,512,076) (10,905,292) (14,275,607) (31,598,171) (35,787,683) Total net position 145,664,049$ 127,476,309$ 121,649,064$ 126,579,143$ 267,313,113$ 254,055,452$ Government-Wide City of Port Arthur's Net Position Activities Activities Total Governmental Business-Type The largest portion of the City’s net position reflects investment in capital assets (e.g. land, building, equipment, improvements, and construction in progress), less any debt used to acquire those assets that is still outstanding. The City uses these capital assets to provide service to citizens; consequently, these assets are not available for future spending. Although the City’s investment in capital assets is reported net of related debt, it should be noted that the resources needed to repay this debt must be provided from other sources, since the capital assets themselves cannot be used to liquidate these liabilities. As of September 30, 2024, the City reports positive balances in the net investment in capital assets and restricted categories of net position, while the unrestricted category is negative for the government as a whole. The same was true for fiscal year 2023. Net position of $32,638,516 is restricted for future debt service, community development programs, culture and recreation and public safety expenses. The City’s total unrestricted net position deficit increased by ($4,189,512) in fiscal year 2024 as compared to the unrestricted net position deficit for the prior year. The City’s total net position increased by $14,672,631 from operations during the current fiscal year. 7 Statement of Activities - The following table provides a summary of the City’s operations for the year ended September 30, 2024. 2024 2023 2024 2023 2024 2023Revenues:Program revenues: Charges for services 2,339,019$ 1,373,350$ 50,363,044$ 49,029,163$ 52,702,063$ 50,402,513$ Operating grants & contributions 11,521,254 6,938,014 - - 11,521,254 6,938,014 Capital grants & contributions 13,780,610 12,206,842 - - 13,780,610 12,206,842 General revenues: Property taxes 24,201,068 25,651,375 - - 24,201,068 25,651,375 Industrial district payments 30,604,396 28,827,547 - - 30,604,396 28,827,547 Sales taxes 18,008,352 17,110,189 - - 18,008,352 17,110,189 Franchise taxes 11,461,218 10,171,363 - - 11,461,218 10,171,363 Investment earnings 4,635,323 6,287,481 1,013,597 2,807,562 5,648,920 9,095,043 Miscellaneous 2,121,042 1,319,685 137,459 344,582 2,258,501 1,664,267 Gain on sale of assets 792,674 1,246,520 - - 792,674 1,246,520 Total revenues 119,464,956 111,132,366 51,514,100 52,181,307 170,979,056 163,313,673 Expenses:General government 20,936,668 20,810,975 - - 20,936,668 20,810,975 Culture and recreation 8,957,108 9,789,671 - - 8,957,108 9,789,671 Public safety 38,789,326 46,012,264 - - 38,789,326 46,012,264 Community development 3,815,450 16,175,876 - - 3,815,450 16,175,876 Health and welfare 6,081,187 5,994,823 - - 6,081,187 5,994,823 Public transportation 3,053,362 3,464,996 - - 3,053,362 3,464,996 Public works 22,364,247 10,615,687 - - 22,364,247 10,615,687 Interest and other fees 2,514,433 2,190,510 - - 2,514,433 2,190,510 Water and sewer - - 39,513,032 41,665,536 39,513,032 41,665,536 Solice waste - - 8,513,580 8,241,569 8,513,580 8,241,569 Pleasure Island - - 1,768,032 2,186,968 1,768,032 2,186,968 Total expenses 106,511,781 115,054,802 49,794,644 52,094,073 156,306,425 167,148,875 Increase in net position before transfers 12,953,175 (3,922,436) 1,719,456 87,234 14,672,631 (3,835,202) Transfers 6,649,535 8,834,753 (6,649,535) (8,834,753) - - Change in net position 19,602,710 4,912,317 (4,930,079) (8,747,519) 14,672,631 (3,835,202) Net position - beginning of year, 127,476,309 122,563,992 126,579,143 135,326,662 254,055,452 257,890,654 as previously reportedAdjustments - error corrections (1,414,970) - - - (1,414,970) - Net position - end of year 145,664,049$ 127,476,309$ 121,649,064$ 126,579,143$ 267,313,113$ 254,055,452$ Government-WideCity of Port Arthur's Changes in Net Position Activities Activities Total Business-TypeGovernmental For the year ended September 30, 2024, total revenues from governmental activities were $119,464,956, compared with $111,132,366 in the prior year. This $8,332,590 increase is due to an increase in grants and contributions, industrial district payments, sales taxes and gain on disposal of assets. Governmental expenses decreased $8,543,021. This decrease is primarily due to decreased costs in community development of $12,360,426 from Hurricane Laura and COVID-19, offset by an increase of $125,693 related to general government expenses. Business-type revenues decreased $667,207 from the prior period due to decreases in charges for services and investment earnings. FINANCIAL ANALYSIS OF THE CITY’S FUNDS Governmental Funds – The focus of the City of Port Arthur’s governmental funds is to provide information on near-term inflows, outflows and balances of spendable resources. Such information is useful in assessing the City’s financing requirements. In particular, unassigned fund balance may serve as a useful measure of the government’s net resources available for spending at the end of the fiscal year. At the end of the 2024 fiscal year, the City of Port Arthur’s governmental funds reported combined ending fund balances of $120,001,111. Approximately 3.8% of this total amount or $4,596,852 consists of unassigned fund balances. The remainder of the balance is to indicate that it is not available for new spending. The most significant amount is a $85,032,621 restricted for capital improvements. The City’s total fund balance increased by $7,571,131 from operations during the current fiscal year. The general fund is the primary operating fund of the City. At year end, unassigned fund balance of the general fund was $23,837,654, while total fund balance was $25,662,689. Fund balance of the general fund decreased $4,604,952 during the year from operations. 8 The American Rescue Plan fund had revenue and expenditures of $6,837,361. As the American rescue funds are expended on applicable projects the funding received in advance will be earned by the City. The Capital Projects fund ended the year with a total fund balance of $82,432,504, all of which is restricted for capital improvements. The capital projects fund balance increased $13,644,727 during the year due to issuance of new debt. The Debt Service fund ended the year with a total fund balance of $18,686,789. The debt service fund balance increased $513,723 during the year due to increased property tax and intergovernmental revenue and the issuance of a premium on new debt. The Hazard Mitigation fund ended the year with a total fund balance deficit of ($15,459,625). The hazard mitigation fund balance decreased $10,795,931 during the year due to grant revenues not received within the availability period and therefore, deferred on the governmental funds balance sheet. Governmental funds financial statements may be found by referring to the table of contents. GENERAL FUND BUDGETARY HIGHLIGHTS The City Council approved budget amendments to the original appropriations. This change resulted in a decrease of 0.9% of the original operating appropriation. Total expenditures were under the amended budget by $5,996,408. This positive variance from the amended budget was primarily the result of savings within the personnel expenses. Proprietary Funds – The City’s proprietary fund statements provide the same type of information found on the government-wide statements, but in more detail. CAPITAL ASSETS The City of Port Arthur’s investment in capital assets for its governmental and business-type activities as of September 30, 2024, amounts to $321,340,793 (net of accumulated depreciation). This investment in capital assets includes land, construction in progress, buildings, equipment, improvements and infrastructure net of accumulated depreciation. Major capital assets during the current year included the following: 2024 2023 2024 2023 2024 2023 Land and improvements 8,877,178$ 4,054,431$ 863,971$ 863,971$ 9,741,149$ 4,918,402$ Construction in progress 41,970,221 32,463,467 42,656,254 31,827,479 84,626,475 64,290,946 Buildings and improvements 45,882,178 47,554,138 43,976,956 43,902,960 89,859,134 91,457,098 Machinery and equipment 77,841,328 79,431,610 30,404,270 30,265,019 108,245,598 109,696,629 Right to use vehicles 2,573,227 - - - 2,573,227 - Infrastructure 322,783,486 314,262,613 228,877,798 220,218,306 551,661,284 534,480,919 Accumulated depreciation 362,563,314)( 353,405,203)( 162,802,760)( 155,070,536)( 525,366,074)( 508,475,739)( TOTALS 137,364,304$ 124,361,056$ 183,976,489$ 172,007,199$ 321,340,793$ 296,368,255$ Activities Activities Total Governmental Business-Type More detailed information about the City’s capital assets can be found in the notes to the financial statements. 9 DEBT ADMINISTRATION At the end of the current fiscal year, the City of Port Arthur had total bonds and certificates of obligation outstanding of $143,092,340. Of this amount, $9,119,999 was general obligation debt and $133,972,341 was certificate of obligation. Current Standard and Poor’s underlying ratings of the City's obligations as of September 2024 was ‘A+’. Long-term debt obligations of the City for fiscal years 2024 and 2023 follows: 2024 2023 2024 2023 2024 2023 General obligation bonds 9,119,999$ 10,945,000$ -$ -$ 9,119,999$ 10,945,000$ Certificates of obligation 62,185,000 48,155,000 71,787,341 74,414,470 133,972,341 122,569,470 Unamortized premium 7,960,353 6,752,444 1,628,012 1,628,012 9,588,365 8,380,456 Capital lease payable 4,994,566 6,020,075 2,556,097 2,556,097 7,550,663 8,576,172 TOTALS 84,259,918$ 71,872,519$ 75,971,450$ 78,598,579$ 160,231,368$ 150,471,098$ Activities Activities Total Governmental Business-Type More detailed information on long-term debt activity can be found in the Notes to the Basic Financial Statements. ECONOMIC FACTORS AND THE NEXT YEAR'S BUDGETS AND RATES Taxable property values for FY2024 grew 22.68% from the previous year. The property tax rate reflects a tax rate of $0.649 per $100 valuation which is a $0.09 or 12% decrease from the previous year. Property tax revenue is estimated to be $761 thousand above the previous year’s budget due to the increase in values. Industrial district revenue increased by $1.7 million from FY2024, primarily due to the increase in taxable value. Sales tax revenue remains strong and is expected to increase 5% over the previous year. CONTACTING THE CITY'S FINANCIAL DEPARTMENT This financial report is designed to provide a general overview of the City of Port Arthur’s finances for all those with an interest in the government’s finances. Questions concerning any of the information provided in this report, or requests for additional financial information should be addressed to the Office of the Director of Finance, P.O. Box 1089, Port Arthur, Texas 77641-1089. BASIC FINANCIAL STATEMENTS THIS PAGE LEFT BLANK INTENTIONALLY Component Unit Port Arthur Section 4A Economic Governmental Business-Type Development Activities Activities Total Corporation ASSETS Cash and cash equivalents 133,965,660$ 4,487,740$ 138,453,400$ 11,691,938$ Account receivable, net of allowances 29,213,908 7,372,894 36,586,802 1,334,487 Lease receivable - 5,382,271 5,382,271 - Due from other governments 9,276,684 - 9,276,684 728,261 Internal balances (1,990,689) 1,990,689 - - Due from primary government - - - 855,638 Inventories 362,767 1,298,230 1,660,997 - Prepaids 201,464 23,849 225,313 - Restricted cash and cash equivalents 75,968 19,960,600 20,036,568 - Capital assets: Non-depreciable 50,847,399 43,520,225 94,367,624 22,193,775 Depreciable 86,516,905 140,456,264 226,973,169 695,434 Total Assets 308,470,066 224,492,762 532,962,828 37,499,533 DEFERRED OUTFLOWS OF RESOURCES Related to OPEB 3,060,554 953,597 4,014,151 - Related to pension 17,968,813 2,841,694 20,810,507 113,299 Total Deferred Outflows of Resources 21,029,367 3,795,291 24,824,658 113,299 LIABILITIES Accounts payable 14,833,906 7,697,182 22,531,088 262,764 Accrued liabilities 3,499,546 685,292 4,184,838 38,235 Accrued interest 442,001 94,301 536,302 - Customer deposits - 2,126,176 2,126,176 - Due to component unit 855,638 - 855,638 - Unearned revenue 8,543,800 - 8,543,800 - Noncurrent liabilities: Due within one year 9,909,300 3,872,303 13,781,603 14,043 Due in more than one year 86,861,599 76,868,433 163,730,032 56,172 Net OPEB liability 8,561,925 2,602,066 11,163,991 - Net pension liability 43,942,030 6,263,997 50,206,027 249,747 Total Liabilities 177,449,745 100,209,750 277,659,495 620,961 DEFERRED INFLOWS OF RESOURCES Related to leases - 5,382,271 5,382,271 - Related to OPEB 1,827,155 543,427 2,370,582 - Related to pension 4,558,484 503,541 5,062,025 20,076 Total Deferred Inflows of Resources 6,385,639 6,429,239 12,814,878 20,076 NET POSITION Net investment in capital assets 133,718,412 132,554,356 266,272,768 23,041,629 Restricted for: Debt service 19,511,780 - 19,511,780 359,052 Community development programs 5,880,284 - 5,880,284 - Culture and recreation 334,139 - 334,139 - Public safety 6,912,313 - 6,912,313 - Unrestricted (20,692,879) (10,905,292) (31,598,171) 13,571,114 Total Net Position 145,664,049$ 121,649,064$ 267,313,113$ 36,971,795$ Primary Government CITY OF PORT ARTHUR, TEXAS STATEMENT OF NET POSITION SEPTEMBER 30, 2024 The accompanying notes are an integral part of these financial statements.10 Operating Capital Charges for Grants and Grants and Functions/Programs Expenses Services Contributions Contributions Primary government: Governmental activities: General government 20,936,668$ 898,494$ 49,057$ 5,842,651$ Culture and recreation 8,957,108 205,756 279,871 - Public safety 38,789,326 123,533 221,461 25,257 Community development 3,815,450 770,142 5,155,808 6,912,702 Health and welfare 6,081,187 185,523 3,043,100 - Public transportation 3,053,362 155,571 2,771,957 1,000,000 Public works 22,364,247 - - - Interest 2,514,433 - - - Total Governmental Activities 106,511,781 2,339,019 11,521,254 13,780,610 Business-type activities: Water and sewer 39,513,032 38,345,144 - - Solid waste 8,513,580 11,055,518 - - Pleasure Island 1,768,032 962,382 - - Total Business-Type Activities 49,794,644 50,363,044 - - Total Primary Government 156,306,425 52,702,063 11,521,254 13,780,610 Component unit: Port Arthur Section 4A Economic Development Corporation 5,325,316$ -$ -$ 1,584,160$ General revenues: Taxes: Property taxes Industrial district payments Sales Franchise fees Investment earnings Miscellaneous Gain on disposal of assets Transfers Total General Revenues and Transfers Change in Net Position Net position - beginning, as previously reported Adjustments Net position - beginning, as restated Net Position - Ending Program Revenues CITY OF PORT ARTHUR, TEXAS STATEMENT OF ACTIVITIES FOR THE YEAR ENDED SEPTEMBER 30, 2024 The accompanying notes are an integral part of these financial statements.11 Component Unit Port Arthur Section 4A Economic Governmental Business-Type Development Activities Activities Total Corporation (14,146,466)$ -$ (14,146,466)$ -$ (8,471,481) - (8,471,481) - (38,419,075) - (38,419,075) - 9,023,202 - 9,023,202 - (2,852,564) - (2,852,564) - 874,166 - 874,166 - (22,364,247) - (22,364,247) - (2,514,433) - (2,514,433) - (78,870,898) - (78,870,898) - - (1,167,888) (1,167,888) - - 2,541,938 2,541,938 - - (805,650) (805,650) - - 568,400 568,400 - (78,870,898) 568,400 (78,302,498) - (3,741,156) 24,201,068 - 24,201,068 - 30,604,396 - 30,604,396 - 18,008,352 - 18,008,352 7,818,973 11,461,218 - 11,461,218 - 4,635,323 1,013,597 5,648,920 533,570 2,121,042 137,459 2,258,501 829,382 792,674 - 792,674 - 6,649,535 (6,649,535) - - 98,473,608 (5,498,479) 92,975,129 9,181,925 19,602,710 (4,930,079) 14,672,631 5,440,769 127,476,309 126,579,143 254,055,452 31,531,026 (1,414,970) - (1,414,970) - 126,061,339 126,579,143 252,640,482 31,531,026 145,664,049$ 121,649,064$ 267,313,113$ 36,971,795$ Primary Government Net (Expense) Revenue and Changes in Net Position 12 General American Capital Projects Fund Rescue Plan Fund ASSETS Cash and cash equivalents 7,568,801$ 12,603,565$ 66,165,070$ Receivables (net of allowances) Taxes 4,751,204 - - Accounts and other 2,810,920 - 19,700,000 Due from other governments - - - Due from other funds 17,946,501 - - Inventory 301,865 - - Prepaid items 201,464 - - Restricted cash and cash equivalents - - 75,968 Long-term interfund loan 1,321,706 - - Total Assets 34,902,461 12,603,565 85,941,038 LIABILITIES Accounts payable 3,231,976 1,900,931 3,485,948 Accrued liabilities 3,011,464 2,927 22,586 Unearned revenues - 8,543,800 - Due to other funds 122,668 - - Due to component unit 855,638 - - Total Liabilities 7,221,746 10,447,658 3,508,534 DEFERRED INFLOWS OF RESOURCES Unavailable revenues - property taxes 2,018,026 - - Unavailable revenues - other - - - Total Deferred Inflows of Resources 2,018,026 - - FUND BALANCES Nonspendable for: Inventory 301,865 - - Prepaid items 201,464 - - Long-term interfund loan 1,321,706 - - Committed for: Capital improvements - 2,155,907 - Restricted for: Debt service - - - Capital improvements - - 82,432,504 Community development - - - Culture and recreation - - - Public safety - - - Unassigned 23,837,654 - - Total Fund Balances 25,662,689 2,155,907 82,432,504 Total Liabilities, Deferred Inflows of Resources, and Fund Balances 34,902,461$ 12,603,565$ 85,941,038$ SEPTEMBER 30, 2024 GOVERNMENTAL FUNDS BALANCE SHEET CITY OF PORT ARTHUR, TEXAS The accompanying notes are an integral part of these financial statements.13 Hazard Nonmajor Total Debt Service Mitigation Governmental Governmental Fund Fund Funds Funds 18,675,991$ -$ 10,414,513$ 115,427,940$ 1,277,790 - - 6,028,994 - - 341,464 22,852,384 - 7,571,394 1,705,290 9,276,684 - - 122,668 18,069,169 - - 60,902 362,767 - - - 201,464 - - - 75,968 - - - 1,321,706 19,953,781 7,571,394 12,644,837 173,617,076 - 4,855,562 465,548 13,939,965 - - 462,569 3,499,546 - - - 8,543,800 - 13,854,798 4,091,703 18,069,169 - - - 855,638 - 18,710,360 5,019,820 44,908,118 1,266,992 - - 3,285,018 - 4,320,659 1,102,170 5,422,829 1,266,992 4,320,659 1,102,170 8,707,847 - - - 301,865 - - - 201,464 - - - 1,321,706 - - - 2,155,907 18,686,789 - - 18,686,789 - - 2,600,117 85,032,621 - - 5,880,284 5,880,284 - - 334,139 334,139 - - 1,489,484 1,489,484 - (15,459,625) (3,781,177) 4,596,852 18,686,789 (15,459,625) 6,522,847 120,001,111 19,953,781$ 7,571,394$ 12,644,837$ 173,617,076$ 14 THIS PAGE LEFT BLANK INTENTIONALLY Total Fund Balances - Governmental Funds 120,001,111$ Amounts reported for governmental activities in the statement of net position are different because: Capital assets used in governmental activities are not current financial resources and, therefore, are not reported in the governmental funds balance sheet.123,684,096 Bonds payable and accrued compensated absences will not be liquidated with current financial resources and,therefore,have not been included in the fund financial statements.(82,319,513) Interest payable on long-term debt is accrued in the government-wide financial statements,whereas in the fund financial statements,interest expenditures are reported when due.(442,001) Premiums on bond issuances and deferred losses on bond refunding are recorded as other financing sources and uses when paid in the fund financial statements but are capitalized and amortized in the government-wide financial statements over the life of the bonds.Premiums (7,960,353) Receivables from grants,property taxes and fines and fees are not available soon enough to pay for the current period's expenditures and are,therefore, deferred in the fund financial statements.8,707,847 Included in the items related to debt is the recognition of the City's net pension liability,total OPEB liability,and related deferred outflows and inflows of resources.Net pension liability (43,942,030) Deferred outflows related to pensions 17,968,813 Deferred inflows related to pensions (4,558,484) Net OPEB liability (8,561,925) Deferred outflows related to OPEB 3,060,554 Deferred inflows related to OPEB (1,827,155) The City uses an internal service fund to charge the costs of its group health insurance to appropriate departments in other funds.The assets and liabilities of the internal service fund are included in the governmental activities in the statement of net position.21,853,089 Net Position of Governmental Activities 145,664,049$ CITY OF PORT ARTHUR, TEXAS RECONCILIATION OF THE BALANCE SHEET OF GOVERNMENTAL FUNDS TO THE STATEMENT OF NET POSITION SEPTEMBER 30, 2024 The accompanying notes are an integral part of these financial statements.15 General American Capital Projects Fund Rescue Plan Fund REVENUES Property taxes 16,119,284$ -$ -$ Industrial district payments 30,604,396 - - Franchise fees 11,461,218 - - Sales taxes 15,895,046 - - Licenses and permits 629,889 - - Charges for services 1,300,972 - - Fines and forfeitures 90 - - Intergovernmental 124,011 5,842,651 1,000,000 Investment earnings 1,344,304 994,710 1,774,164 Miscellaneous 1,787,824 - - Total Revenues 79,267,034 6,837,361 2,774,164 EXPENDITURES Current: General government 17,661,782 420,748 - Culture and recreation 5,616,860 - - Public safety 36,615,733 - - Community development - - - Health and welfare 1,957,266 - - Public transportation - - - Public works 8,202,615 - 64,954 Capital outlay 1,474,601 5,421,903 12,670,483 Debt service: Principal - - - Interest and other - - - Bond issue costs - - - Total Expenditures 71,528,857 5,842,651 12,735,437 Excess (Deficiency) of Revenues Over Expenditures 7,738,177 994,710 (9,961,273) OTHER FINANCING SOURCES (USES) Bonds issued - - 18,245,000 Premium on issuance of debt - - 1,455,000 Proceeds from disposal of capital assets 791,050 - - Insurance recoveries 163,427 - - Transfers in 2,970,872 - 3,906,000 Transfers out (16,268,478) - - Total Other Financing Sources (Uses)(12,343,129) - 23,606,000 NET CHANGE IN FUND BALANCE (4,604,952) 994,710 13,644,727 FUND BALANCES - BEGINNING, AS PREVIOUSLY PRESENTED 30,267,641 1,161,197 68,787,777 ADJUSTMENTS Formerly a nonmajor fund - - - Formerly a major fund - - - FUND BALANCES - BEGINNING, AS RESTATED 30,267,641 1,161,197 68,787,777 FUND BALANCES - ENDING 25,662,689$ 2,155,907$ 82,432,504$ CITY OF PORT ARTHUR, TEXAS STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES GOVERNMENTAL FUNDS FOR THE YEAR ENDED SEPTEMBER 30, 2024 The accompanying notes are an integral part of these financial statements.16 Debt Hazard Nonmajor Total Transit System Service Mitigation Governmental Governmental Fund Fund Fund Funds Funds 9,707,298$ -$ -$ 25,826,582$ - - - 30,604,396 - - - 11,461,218 - - 2,113,306 18,008,352 - - 237,235 867,124 - - 174,152 1,475,124 - - 25,257 25,347 217,748 3,418,785 9,479,874 20,083,069 - - 249,420 4,362,598 - - 333,218 2,121,042 9,925,046 3,418,785 12,612,462 114,834,852 - - 497,622 18,580,152 - - 2,032,689 7,649,549 - - 193,745 36,809,478 - 449 1,929,013 1,929,462 - - 3,459,633 5,416,899 - - 2,410,670 2,410,670 - - - 8,267,569 - 14,214,267 698,518 34,479,772 6,347,320 - - 6,347,320 2,439,384 - - 2,439,384 296,452 - - 296,452 9,083,156 14,214,716 11,221,890 124,626,707 841,890 (10,795,931) 1,390,572 (9,791,855) - - - 18,245,000 294,302 - - 1,749,302 - - 1,624 792,674 - - 13,748 177,175 4,000 - 7,078,778 13,959,650 (626,469) - (665,868) (17,560,815) (328,167) - 6,428,282 17,362,986 513,723 (10,795,931) 7,818,854 7,571,131 (2,845,715) - - 15,059,080 112,429,980 18,173,066 (4,663,694) (13,509,372) - 2,845,715 - - (2,845,715) - - 18,173,066 (4,663,694) (1,296,007) 112,429,980 -$ 18,686,789$ (15,459,625)$ 6,522,847$ 120,001,111$ 17 THIS PAGE LEFT BLANK INTENTIONALLY Net Changes in Fund Balances - Governmental Funds 7,571,131$ Amounts reported for governmental activities in the statement of activities aredifferent because: Governmental funds report capital outlays as expenditures.However,in the governmental activities statement of activities,that cost of those assets is allocated over their estimated useful lives and reported as depreciation expense. Capital outlay 18,227,302 Depreciation expense (5,669,150) Revenues in the Statement of Activities that do not provide current financial resources are not reported as revenues in the funds. Grants 5,178,219 Property taxes (1,625,514) The issuance of long-term debt (e.g.bonds)provides current financial resources to governmental funds,while the repayment of the principal of long-term debt consumes the current financial resources of governmental funds.Neither transaction,however,has any effect on net position.Also,governmental funds report the effect of premiums,discounts,and similar items when debt is first issued, whereas the amounts are deferred and amortized in the Statement of Activities. Issuance of long-term debt (19,994,302) Repayment of principal of long-term debt 6,347,320 Amortization of loss on refunding 541,393 Current year changes in certain long-term liabilities do not require the use of current financial resources and,therefore,are not reported as expenditures in governmental funds. Compensated absences 4,359,519 Net pension liability 146,695 Total OPEB liability 458,662 Interest payable on long-term debt is accrued in the government-wide financial statements,whereas in the fund financial statements,interest expenditures are reported when due.(125,435) The City uses an internal service fund to charge the costs of group health insurance to the appropriate departments in other funds.The change in net position of the internal service fund is reported with governmental activities.4,186,870 Change in Net Position of Governmental Activities 19,602,710$ CITY OF PORT ARTHUR, TEXAS RECONCILIATION OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES OF GOVERNMENTAL FUNDS TO THE STATEMENT OF ACTIVITIES FOR THE YEAR ENDED SEPTEMBER 30, 2024 The accompanying notes are an integral part of these financial statements.18 Governmental Activities Nonmajor Total Water and Solid Waste Pleasure Enterprise Internal Sewer Fund Fund Island Fund Fund Service Fund ASSETS Current assets: Cash and cash equivalents -$ 2,032,620$ 2,455,120$ 4,487,740$ 18,537,720$ Accounts receivable, net of allowance 5,577,631 1,770,293 24,970 7,372,894 332,530 Lease receivable - - 5,382,271 5,382,271 - Inventory 1,298,230 - - 1,298,230 - Prepaids 12,410 - 11,439 23,849 - Restricted cash and cash equivalents 19,960,600 - - 19,960,600 - Total Current Assets 26,848,871 3,802,913 7,873,800 38,525,584 18,870,250 Noncurrent assets: Capital assets: Land and improvements 362,844 501,127 - 863,971 - Construction in progress 42,656,254 - - 42,656,254 - Infrastructure 220,663,185 - 8,214,613 228,877,798 - Buildings 35,444,203 88,650 8,444,103 43,976,956 - Machinery and equipment 22,654,496 7,181,982 567,792 30,404,270 41,569,311 Right to use vehicles - - - - 2,573,227 Less: accumulated depreciation (147,532,141) (6,781,577) (8,489,042) (162,802,760) (30,462,330) Total Noncurrent Assets 174,248,841 990,182 8,737,466 183,976,489 13,680,208 Total Assets 201,097,712 4,793,095 16,611,266 222,502,073 32,550,458 DEFERRED OUTFLOWS OF RESOURCES Deferred OPEB related outflows 695,598 257,999 - 953,597 - Deferred pension related outflows 2,161,900 570,447 109,347 2,841,694 - Total Deferred Outflows of Resources 2,857,498 828,446 109,347 3,795,291 - Business-Type Activities Enterprise Funds CITY OF PORT ARTHUR, TEXAS STATEMENT OF NET POSITION PROPRIETARY FUNDS SEPTEMBER 30, 2024 The accompanying notes are an integral part of these financial statements.19 Governmental Activities Nonmajor Total Water and Solid Waste Pleasure Enterprise Internal Sewer Fund Fund Island Fund Fund Service Fund Business-Type Activities Enterprise Funds CITY OF PORT ARTHUR, TEXAS STATEMENT OF NET POSITION PROPRIETARY FUNDS SEPTEMBER 30, 2024 LIABILITIES Current liabilities: Accounts payable 7,139,346$ 414,695$ 143,141$ 7,697,182$ 893,941$ Accrued liabilities 508,775 152,311 24,206 685,292 - Accrued interest 77,624 9,073 7,604 94,301 - Customer deposits 2,087,941 38,235 - 2,126,176 - Current portion of long-term liabilities: Compensated absences 263,641 72,410 21,252 357,303 - Bonds payable 3,380,000 75,000 60,000 3,515,000 - Financed purchases - - - - 765,252 Leases - - - - 614,603 Total Current Liabilities 13,457,327 761,724 256,203 14,475,254 2,273,796 Noncurrent liabilities: Compensated absences 1,054,564 289,639 85,007 1,429,210 - Total OPEB liability 1,908,340 693,726 - 2,602,066 - Net pension liability 4,765,516 1,257,446 241,035 6,263,997 - Financed purchases - - - - 3,268,471 Accrued landfill closure costs - 5,538,870 - 5,538,870 - Claims and judgements - - - - 638,832 Bonds payable 65,625,099 2,319,642 1,955,612 69,900,353 - Leases - - - - 1,203,875 Interfund loan payable - - 1,321,707 1,321,707 - Total Noncurrent Liabilities 73,353,519 10,099,323 3,603,361 87,056,203 5,111,178 Total Liabilities 86,810,846 10,861,047 3,859,564 101,531,457 7,384,974 DEFERRED INFLOWS OF RESOURCES Deferred lease related inflows - - 5,382,271 5,382,271 - Deferred OPEB related inflows 400,450 142,977 - 543,427 - Deferred pension related inflows 383,083 101,082 19,376 503,541 - Total Deferred Inflows of Resources 783,533 244,059 5,401,647 6,429,239 - NET POSITION Net investment in capital assets 125,204,342 628,160 6,721,854 132,554,356 7,828,007 Unrestricted (8,843,511) (6,111,725) 737,548 (14,217,688) 17,337,477 Total Net Position 116,360,831$ (5,483,565)$ 7,459,402$ 118,336,668 25,165,484$ Reconciliation to the government-wide statement of activities: Adjustment for the net effect of the cumulative activity between the internal service funds and the enterprise funds 3,312,396 Change in net position for business-type activities 121,649,064$ The accompanying notes are an integral part of these financial statements.20 THIS PAGE LEFT BLANK INTENTIONALLY Governmental Activities Nonmajor Total Water and Solid Waste Pleasure Enterprise Internal Sewer Fund Fund Island Fund Fund Service Fund OPERATING REVENUES Charges for services 38,345,144$ 11,055,518$ 962,382$ 50,363,044$ 12,016,998$ Total Operating Revenues 38,345,144 11,055,518 962,382 50,363,044 12,016,998 OPERATING EXPENSES Personnel services 11,957,203 3,292,040 760,434 16,009,677 - Supplies and materials 12,391,962 730,842 35,250 13,158,054 - Contractual services 2,565,887 1,232,473 186,287 3,984,647 15,315,821 Repairs and maintenance 2,352,164 867,327 242,938 3,462,429 178,790 Other expenses 1,442,935 319,742 - 1,762,677 1,767,212 Depreciation 6,508,041 839,462 384,721 7,732,224 3,629,980 Total Operating Expenses 37,218,192 7,281,886 1,609,630 46,109,708 20,891,803 Operating Income (Loss)1,126,952 3,773,632 (647,248) 4,253,336 (8,874,805) NON-OPERATING REVENUES (EXPENSES) Intergovernmental revenue - - - - 12,000 Earnings on investments 673,249 73,071 267,277 1,013,597 272,725 Miscellaneous revenue (expense)26,315 8,793 102,351 137,459 - Insurance proceeds (expense)346 193 162 701 - Interest expense (816,228) (75,839) (72,765) (964,832) (194,555) Total Non-Operating Revenues (Expenses)(116,318) 6,218 297,025 186,925 90,170 Gain (loss) before transfers 1,010,634 3,779,850 (350,223) 4,440,261 (8,784,635) Transfers in 609,138 - - 609,138 10,250,700 Transfers out (3,889,006) (2,850,736) (518,931) (7,258,673) - CHANGE IN NET POSITION (2,269,234) 929,114 (869,154) (2,209,274) 1,466,065 NET POSITION - BEGINNING, AS PREVIOUSLY REPORTED 118,630,065 (6,412,679) 8,328,556 25,114,389 ADJUSTMENTS: Error corrections - - - (1,414,970) Total Adjustments - - - (1,414,970) NET POSITION - BEGINNING, AS RESTATED 118,630,065 (6,412,679) 8,328,556 23,699,419 NET POSITION - END OF YEAR 116,360,831$ (5,483,565)$ 7,459,402$ 25,165,484$ Reconciliation to the government-wide statement of activities: Adjustment for the net effect of the current year activity between the internal service funds and the enterprise funds (2,720,805) Change in net position for business-type activities (4,930,079)$ Business-Type Activities Enterprise Funds CITY OF PORT ARTHUR, TEXAS STATEMENT OF REVENUES, EXPENSES AND CHANGES IN FUND NET POSITION PROPRIETARY FUNDS FOR THE YEAR ENDED SEPTEMBER 30, 2024 The accompanying notes are an integral part of these financial statements.21 Governmental Activities Nonmajor Total Water and Solid Waste Pleasure Enterprise Internal Sewer Fund Fund Island Fund Fund Service Fund CASH FLOWS FROM OPERATING ACTIVITIES Cash received from customers and users 36,035,280$ 11,651,268$ 954,490$ 48,641,038$ -$ Cash received from interfund charges for services - - - - 11,874,344 Cash paid to employees for services (12,457,720) (3,422,917) (666,894) (16,547,531) - Cash paid to suppliers for goods and services (17,946,624) (2,757,536) (362,893) (21,067,053) (17,603,581) Net Cash Provided By Operating Activities 5,630,936 5,470,815 (75,297) 11,026,454 (5,729,237) CASH FLOWS FROM NON-CAPITAL FINANCING ACTIVITIES Transfers from other funds 609,138 - - 609,138 10,250,700 Transfers to other funds (3,889,006) (2,850,736) (518,931) (7,258,673) - Payments on interfund loan payable (2,887,421) (2,752,793) - (5,640,214) - Other receipts 26,315 - 102,351 128,666 12,000 Net Cash Used in Non-Capital Financing Activities (6,140,974) (5,603,529) (416,580) (12,161,083) 10,262,700 CASH FLOWS FROM CAPITAL & RELATED FINANCING ACTIVITIES Insurance reimbursements - 81,864 - 81,864 - Acquisition and construction of capital assets (19,487,906) (73,807) (139,100) (19,700,813) (3,126,104) Proceeds from new debt - - - - - Interest paid on long-term debt (911,596) (100,865) (84,500) (1,096,961) (194,555) Principal paid on long-term debt (2,365,000) (70,000) (60,000) (2,495,000) (1,263,654) Net Cash Used in Capital and Related Financing Activities (22,764,502) (162,808) (283,600) (23,210,910) (4,584,313) CASH FLOWS FROM INVESTING ACTIVITIES Interest and investment earnings 673,249 - 267,277 940,526 272,725 Net Cash Provided By (Used in) Investing Activities 673,249 - 267,277 940,526 272,725 Net (Decrease) Increase in Cash and Cash Equivalents (22,601,291) (295,522) (508,200) (23,405,013) 221,875 Cash and cash equivalents at beginning of year: Cash and cash equivalents - 2,328,142 2,963,320 5,291,462 18,315,845 Restricted cash and cash equivalents 42,561,891 - - 42,561,891 - 42,561,891 2,328,142 2,963,320 47,853,353 18,315,845 Cash and cash equivalents at end of year Cash and cash equivalents - 2,032,620 2,455,120 4,487,740 18,537,720 Restricted cash and cash equivalents 19,960,600 - - 19,960,600 - 19,960,600$ 2,032,620$ 2,455,120$ 24,448,340$ 18,537,720$ Enterprise Funds CITY OF PORT ARTHUR, TEXAS STATEMENT OF CASH FLOWSPROPRIETARY FUNDS FOR THE YEAR ENDED SEPTEMBER 30, 2024 Business-Type Activities The accompanying notes are an integral part of these financial statements.22 Governmental Activities Nonmajor Total Water and Solid Waste Pleasure Enterprise Internal Sewer Fund Fund Island Fund Fund Service Fund RECONCILIATION OF OPERATING INCOME (LOSS) TO NET CASH PROVIDED BY OPERATING ACTIVITIES Operating income (loss)1,126,952$ 3,773,632$ (647,248)$ 4,253,336$ (8,874,805)$ Adjustments to reconcile operating income (loss) to net cash provided by operating activities: Depreciation 6,508,041 839,462 384,721 7,732,224 3,629,980 Decrease (increase) in accounts receivable (2,327,049) 598,250 344,881 (1,383,918) (144,729) Decrease (increase) in inventory (202,911) - - (202,911) - Decrease (increase) in deferred pension outflows 1,684,046 447,597 3,769 2,135,412 - Decrease (increase) in deferred OPEB outflows (164,203) (62,795) - (226,998) - Increase (decrease) in accounts payable 1,009,235 73,106 101,582 1,183,923 (41,093) Increase (decrease) in accrued liabilities 43,797 32,233 (4,423) 71,607 - Increase (decrease) in claims and judgements - - - - (298,590) Increase (decrease) in customer deposits 17,185 (2,500) - 14,685 - Increase (decrease) in compensated absences (116,112) (35,622) 44,237 (107,497) - Increase (decrease) in accrued landfill closure costs - 319,742 - 319,742 - Increase (decrease) in net pension liability (2,389,934) (636,644) 30,581 (2,995,997) - Increase (decrease) in total OPEB liability 162,684 59,484 - 222,168 - Increase (decrease) in deferred lease inflows - - (352,773) (352,773) - Increase (decrease) in deferred OPEB inflows (103,878) (36,212) - (140,090) - Increase (decrease) in deferred pension inflows 383,083 101,082 19,376 503,541 - Net cash provided by operating activities 5,630,936$ 5,470,815$ (75,297)$ 11,026,454$ (5,729,237)$ Activities Enterprise Funds FOR THE YEAR ENDED SEPTEMBER 30, 2024 Business-Type CITY OF PORT ARTHUR, TEXAS STATEMENT OF CASH FLOWSPROPRIETARY FUNDS 23 Retiree Health OPEB Trust Fund ASSETS Investments 4,609,322$ Total assets 4,609,322 NET POSITION Restricted for other postemployment benefits 4,609,322 Total net position 4,609,322$ CITY OF PORT ARTHUR, TEXAS STATEMENT OF FIDUCIARY NET POSITION DECEMBER 31, 2023 The accompanying notes are an integral part of these financial statements.24 Retiree Health OPEB Trust Fund ADDITIONS Contibutions: Employer 131,023$ Investment earnings: Interest, dividends, and other 583,565 Total additions 714,588 DEDUCTIONS Benefit payments 131,023 Administrative expenses 24,730 Total deductions 155,753 NET INCREASE (DECREASE) IN FIDUCIARY NET POSITION 558,835 NET POSITION, BEGINNING 4,050,487 NET POSITION, ENDING 4,609,322$ CITY OF PORT ARTHUR, TEXAS STATEMENT OF CHANGES IN FIDUCIARY NET POSITION FOR THE YEAR ENDED DECEMBER 31, 2023 The accompanying notes are an integral part of these financial statements.25 THIS PAGE LEFT BLANK INTENTIONALLY 26 CITY OF PORT ARTHUR, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS SEPTEMBER 30, 2024 I. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. Financial Reporting Entity The City of Port Arthur, Texas (City) was incorporated under the laws of the State of Texas, May 30, 1898, and has operated under a Council-Manager form of government since March 8, 1932. As required by generally accepted accounting principles, the financial statements of the reporting entity include those of the City of Port Arthur (the primary government) and its component unit. The component unit discussed below is included in the City’s reporting entity because of the significance of its operational or financial relationships with the City. The discretely presented component unit is reported in a separate column in the government- wide financial statements (see note below for description) to emphasize that it is legally separate from the government. Discretely Presented Component Unit - The Port Arthur Section 4A Economic Development Corporation (EDC), an entity legally separate from the City, is governed by a seven-member board of directors appointed by the City Council. The EDC is funded by a one-half cent additional sales tax dedicated to economic development activities, which was approved by voters November 7, 1995 and implemented April 1, 1996. The budget, financial reports, and bonds of the EDC must be approved by the City Council. The notes to the financial statements include disclosures pertaining to the City as the primary government and also, the EDC as a component unit. There is not a separately issued financial statement. A. Government-Wide Financial Statements The government-wide financial statements (i.e., the statement of net position and the statement of activities) report information on all of the nonfiduciary activities of the primary government. Governmental activities, which normally are supported by taxes, intergovernmental revenues, and other nonexchange transactions, are reported separately from business-type activities, which rely to a significant extent on fees and charges to external customers for support. The Statement of Activities demonstrates the degree to which the direct expenses of a given function or segment are offset by program revenues. Direct expenses are those that are clearly identifiable with a specific function or segment. B. Basis of Presentation – Government-wide Financial Statements While government-wide and fund financial statements are presented separately, they are interrelated. The governmental activities column incorporates data from governmental funds and internal service funds, while business-type activities incorporate data from the City’s enterprise funds. Separate financial statements are provided for governmental funds and proprietary funds. As a general rule, the effect of interfund activity has been eliminated from the government-wide financial statements. Exceptions to this general rule are charges between the City's business-type and governmental funds and interfund loans. Goods and services provided by the City’s internal service funds are charged as direct costs to the enterprise funds that received those goods and services. Elimination of these charges would distort the direct costs and program revenues reported for the various functions concerned. C. Basis of Presentation – Fund Financial Statements The fund financial statements provide information about the City’s funds. Separate statements for each fund category - governmental and proprietary - are presented. The emphasis of fund financial statements is on major governmental and enterprise funds, each displayed in a separate column. All remaining governmental and enterprise funds are aggregated and reported as nonmajor funds. 27 The City reports the following major governmental funds: The General Fund is used to account for and report all financial resources not accounted for and reported in other funds. The general fund is always considered a major fund for reporting purposes. The American Rescue Plan Fund is used to account for the resources related to the coronavirus state and local fiscal recovery funds program authorized by the American Rescue Plan Act. The Capital Projects Fund is used to account for proceeds from long-term debt used to make various infrastructure improvements throughout the City that are not related to the Water and Sewer enterprise fund. The Debt Service Fund is used to account for the resources accumulated and payments made for principal and interest on long-term general obligation debt of governmental funds, including certificates of obligation. The primary source of revenue for debt service is property taxes. The Hazard Mitigation Fund is used to account for funds received to assist local communities in implementing long-term hazard mitigation measures following a major disaster (Hurricane Harvey). To date, the City has the following drainage projects: El Vista Subdivision, Port Acres Drainage, Lake Arthur Detention and Babe Zaharias Golf Course. The City reports the following major proprietary funds: The Water and Sewer Fund is used to account for the activities of the water and sewer utility of the City. This fund operates the water treatment and distribution functions, along with the wastewater collection and treatment. The Solid Waste Fund is used to account for the activities of the solid waste function of the City. This fund operates the municipal landfill, along with the collection of residential and commercial garbage, trash and green waste. The Enterprise Funds are used to account for the operations that provide water and wastewater utility services to the public, solid waste disposal operations, and Pleasure Island operations. The services are financed and operated in a manner similar to private business enterprises where the intent of the governing body is that the costs (expenses including depreciation) of providing goods or services to the general public on a continuing basis will be financed or recovered primarily through user charges. Additionally, the City maintains internal service funds used to account for general liability insurance, equipment replacement and employee benefit costs. These costs are reimbursed, on a user cost basis, by departments. The internal service funds predominantly serve the governmental funds and are reported accordingly. These funds are presented, in a summary form, as part of the proprietary fund financial statements. Since the principal users of the internal services are the City’s governmental activities, financial activities of the internal service funds are presented in the governmental activities column when presented at the government-wide level. The costs of these services are allocated to the appropriate function/program (general government, public safety, public works, etc.) in the statement of activities. Goods and services provided by the internal service funds include employee health benefits, fleet replacement and high technology replacement. The City maintains a fiduciary fund to account for assets held by the City in a trustee capacity for the City’s Other Postemployment Benefit (Health Insurance) Plan. The City utilizes a trust to hold required contributions for OPEBs. Plan trustees must act in accordance with the specific purposes and terms of the OPEB plan. The accompanying statement of fiduciary net position and statement of changes in fiduciary net position are presented as of and for the year ended December 31, 2023, the Plan’s year-end, in accordance with GASB Statement No. 74, Financial Reporting for Postemployment Benefit Plans Other Than Pension Plans (GASB 74). During the course of operations, the City has activity between funds for various purposes. Any residual balances outstanding at year end are reported as due from/to other funds and advances to/from other funds. While these balances are reported in fund financial statements, certain eliminations are made in the preparation of the government-wide financial statements. Balances between the funds included in governmental activities (i.e., the governmental and internal service funds) are eliminated so that only the net amount is included as internal balances in the governmental activities column. Similarly, balances between the funds included in business-type activities (i.e., the enterprise funds) are eliminated so that only the net amount is included as internal balances in the business-type activities column. 28 Further, certain activity occurs during the year involving transfers of resources between funds. In fund financial statements these amounts are reported at gross amounts as transfers in/out. While reported in fund financial statements, certain eliminations are made in the preparation of the government-wide financial statements. Transfers between the funds included in governmental activities are eliminated so that only the net amount is included as transfers in the governmental activities column. Similarly, balances between the funds included in business-type activities are eliminated so that only the net amount is included as transfers in the business-type activities column. D. Measurement Focus and Basis of Accounting The accounting and financial reporting treatment is determined by the applicable measurement focus and basis of accounting. Measurement focus indicates the type of resources being measured such as current financial resources or economic resources. The basis of accounting indicates the timing of transactions or events for recognition in the financial statements. The government-wide, proprietary and fiduciary fund financial statements are reported using the economic resources measurement focus and the accrual basis of accounting. Revenues are recorded when earned and expenses are recorded when a liability is incurred, regardless of the timing of related cash flows. Property taxes are recognized as revenues in the year for which they are levied. Grants and similar items are recognized as revenue as soon as all eligibility requirements imposed by the provider have been met. The governmental fund financial statements are reported using the current financial resources measurement focus and the modified accrual basis of accounting. Revenues are recognized as soon as they are both measurable and available. Measurable means that the amount of the transaction can be determined and available means collectible within the current period or soon enough thereafter to pay liabilities of the current period. For this purpose, the City considers revenues to be available if they are collected within 60 days of the end of the current fiscal period. Expenditures generally are recorded when a liability is incurred, as under accrual accounting. However, debt service expenditures are recorded only when payment is due. General capital asset acquisitions are reported as expenditures in governmental funds. Issuance of long-term debt and acquisitions under financed purchases are reported as other financing sources. E. Assets, Liabilities, Deferred Outflows/Inflows of Resources, and Net Position/Fund Balance 1. Cash and Cash Equivalents The City's cash and cash equivalents are considered to be cash on hand, demand deposits, money market mutual funds, balances in privately managed public funds investment pools and short-term investments with original maturities of three months or less from the date of acquisition. For the purpose of the statement of cash flows, the Proprietary Fund Types consider temporary investments with maturity of three months or less when purchased to be cash equivalents. The City pools cash resources of its various funds to facilitate the management of cash. Cash applicable to a particular fund is readily identifiable. The balance in the pooled cash accounts is available to meet current operating requirements. Cash in excess of current requirements is invested in various interest-bearing securities and disclosed as part of the City's investments. The City pools excess cash of the various individual funds to purchase these investments. These pooled investments are reported in the combined balance sheet as investments in each fund based on each fund's share of the pooled investments. Interest income is allocated to each respective individual fund, monthly, based on their respective share of investments in the pooled investments. The City’s local government investment pools are recorded at net asset value which approximates fair value. 2. Investments Investments consist of United States (U.S.) Government and Agency securities, certificates of deposits, and repurchase agreements. The City reports all investments at fair value based on quoted market prices at year-end date. 29 The City categorizes fair value measurements of its investments based on the hierarchy established by generally accepted accounting principles. The fair value hierarchy, which has three levels, is based on the valuation inputs used to measure an asset’s fair value: level 1 inputs are quoted prices in active markets for identical assets; level 2 inputs are significant other observable inputs; level 3 inputs are significant unobservable inputs. The City did not hold any investments at September 30, 2024. 3. Receivables All receivables are reported at their gross value and, where appropriate, are reduced by the estimated portion that is expected to be uncollectible. Estimated unbilled revenues from the water and sewer and solid waste funds are recognized at the end of each fiscal year on a pro rata basis. The estimated amount is based on billings during the month following the close of the fiscal year. 4. Inventories and Prepaid Items Inventories are valued at cost using the weighted average cost method. Payments made to vendors for services that will benefit future periods are recorded as prepaid items. The cost of such inventories and prepaid items are recorded as expenditures/expenses when consumed rather than when purchased. 5. Restricted Assets The Enterprise Funds have restricted certain cash and cash equivalents for customer deposits, reserve and emergency expenditures, cash restricted for other purposes, and revenue bond debt service. Because of certain bond covenants, the Enterprise Fund is required to maintain prescribed amounts of resources that can be used only to service outstanding debt. The proceeds from debt are restricted for use on capital projects. 6. Capital Assets Capital assets, which include land and improvements, construction in progress, buildings and improvements, machinery and equipment, and infrastructure (e.g. roads, bridges, sidewalks, and similar items), are reported in the applicable governmental or business-type activities columns in the government-wide financial statements. Capital assets are defined by the City as assets with an initial, individual cost of more than $5,000, and an estimated useful life in excess of two years. Such assets are recorded at historical cost or estimated historical cost if purchased or constructed. Donated capital assets are recorded at acquisition value at the date of donation. The costs of normal maintenance and repairs that do not add to the value of the asset or materially extend assets' lives are not capitalized. Land and improvements and construction in progress are not depreciated. Buildings and improvements, machinery and equipment, and infrastructure of the primary government are depreciated using the straight-line method over the following estimated useful lives: Use Lives Assets (Years) Infrastructure 20 - 75 Buildings and improvements 15 - 75 Machinery and equipment 3 - 15 Right-to-use - vehicles 5 30 7. Compensated Absences The City’s employees earn vacation, compensatory time, holiday, and sick leave, which may be accumulated, subject to certain restrictions, until paid on termination. Employees may accumulate vacation, in excess of that earned in the current year, only with the approval of the City Manager. Upon termination, employees are paid for all unused vacation and compensatory time that has been accumulated. Accumulated vacation and compensatory time is expected to be liquidated with expendable available financial resources, and is reported as expenditure and a liability in the governmental or proprietary fund that will pay for it only when those absences have matured (i.e., unused reimbursable leave still outstanding following an employee’s resignation or retirement). Civil service employees (police officers and firefighters) are paid for all accrued holiday time at the time of termination. The limits for sick leave accumulation vary by hire date and position classification. Civil service employees (police officers and firefighters) may accumulate sick leave without limit. For fire employees hired on or before March 7, 1990, the limit is 140 days. Remaining sick leave is paid at 50% of total value. For fire employees hired after March 7, 1990, the limit is 90 days. Remaining sick leave is paid at 50% of total value. For police employees hired on or before May 31, 1989, the limit is 1,500 hours. Remaining sick leave is paid at 50% of total value. For police employees hired on or after June 1, 1989, the limit is 1,120 hours. Remaining sick leave is paid at 50% of total value. For police employees hired on or after October 1, 2011, the limit is 720 hours. Non-civil service employees accumulate sick leave up to their limit, which is based upon their hire date. For employees hired on or before May 31, 1989, and completed 5 years of service, the limit is 1,120 hours. For employees hired on or after June 1, 1989, and completed 5 years of service, the limit is 720 hours. For employees hired on or after January 1, 1996, and completed 5 years of service, the accumulated sick leave will be paid at 50% of their unused, accumulated balance. After ten (10) years of service, these employees will be paid 100% of their unused, accumulated balance, up to a maximum of 480 hours. Accumulated sick leave, attributable to governmental funds, that is not expected to be liquidated with available financial resources are reported as long-term liabilities on the statement of net position. No expenditure is reported in the fund financial statements for these amounts. Those amounts attributable to proprietary funds are recorded as expenses and liabilities in those funds as the benefits accrue to the employee. 8. Deferred Inflows/Outflows of Resources In addition to assets, the statement of financial position and/or balance sheet will sometimes report a separate section for deferred outflows of resources. This separate financial statement element, deferred outflows of resources, represents a consumption of net position that applies to a future period(s) and so will not be recognized as an outflow of resources (expense/expenditure) until then. The City has the following items that qualify for reporting in this category. • Deferred charges on refunding – A deferred charge on refunding results from the difference in the carrying value of refunded debt and its reacquisition price. This amount is deferred and amortized over the shorter of the life of the refunded or refunding debt. • Pension and OPEB contributions after measurement date – These contributions are deferred and recognized in the following fiscal year. • Difference in expected and actual pension and OPEB experience - This difference is deferred and recognized over the estimated average remaining lives of all members determined as of the measurement date. • Changes in actuarial assumptions and other inputs – This difference is deferred and recognized over the estimated average remaining lives of all members determined as of the measurement date. 31 In addition to liabilities, the statement of financial position and/or balance sheet will sometimes report a separate section for deferred inflows of resources. This separate financial statement element, deferred inflows of resources, represents an acquisition of net position that applies to a future period(s) and so will not be recognized as an inflow of resources (revenue) until that time. The City has the following types of items that qualify for reporting in this category. • Unavailable revenue is reported only in the governmental funds balance sheet. These amounts are deferred and recognized as an inflow of resources in the period that the amounts become available. • Difference in projected and actual investment earnings on pension and OPEB assets – This difference is deferred and amortized over a closed five-year period. • Difference in expected and actual pension and OPEB experience - This difference is deferred and recognized over the estimated average remaining lives of all members determined as of the measurement date. • Changes in actuarial assumptions and other inputs – This difference is deferred and recognized over the estimated average remaining lives of all members determined as of the measurement date. 9. Long-Term Obligations In the government-wide financial statements, and proprietary fund types in the fund financial statements, long-term debt and other long-term obligations are reported as liabilities in the applicable governmental activities, business-type activities, or proprietary fund type statement of net position. Bond premiums and discounts are amortized over the life of the bonds. Bonds payable are reported net of the applicable bond premium or discount. Bonds consist of general obligation and certificates of obligation bonds. These transactions are reported within the Governmental and Business-Type Activities columns of the government-wide statement of net position. Bond issuance costs are reported as expenditures/expenses. In the fund financial statements, governmental fund types recognize bond premiums and discounts, as well as bond issuance costs, during the current period. The face amount of debt issued is reported as other financial sources. Premiums received on debt issuances are reported as other financing sources while discounts on debt issuances are reported as other financing uses. Issuance costs, whether or not withheld from the actual debt proceeds received, are reported as debt service expenditures. 10. Leases The City has entered into lease agreements as both lessee and lessor. Key estimates and judgments related to leases include how the City determines (1) the discount rate it uses to discount the expected lease payments to present value, (2) lease term, and (3) lease payments. The City uses the interest rate charged by the lessor as the discount rate, if available. When the interest rate charged by the lessor is not provided, the City generally uses its estimated incremental borrowing rate as the discount rate for leases. • The lease term includes the noncancellable period of the lease. Lease payments included in the measurement of the lease liability are composed of fixed payments and purchase option price that the City is reasonably certain to exercise. • The City monitors changes in circumstances that would require a remeasurement of its lease and will remeasure the lease asset and liability if certain changes occur that are expected to significantly affect the amount of the lease liability or lease asset. 32 Lessee The City is a lessee for noncancellable leases of equipment and vehicles. The City recognizes a lease liability and an intangible right-to-use lease asset (lease asset) in the government-wide financial statements. At the commencement of a lease, the City initially measures the lease liability at the present value of payments expected to be made during the lease term. Subsequently, the lease liability is reduced by the principal portion of lease payments made. The lease asset is initially measured as the initial amount of the lease liability, adjusted for lease payments made at or before the lease commencement date, plus certain initial direct costs. Subsequently, the lease asset is amortized on a straight-line basis over its useful life. Lease assets are reported with other capital assets and lease liabilities are reported with long-term debt on the statement of net position. Lessor The City is a lessor in an arrangement allowing the use of the dock. In both the government-wide financial statements and the governmental fund financial statements, the County initially measures a lease receivable and a deferred inflow of resources for the present value of payments expected to be made during the lease term. Subsequently, the lease receivable is reduced by the principal portion of lease payments made. The deferred inflow of resources is recognized as revenue on a systematic basis over the life of the lease. 11. Pensions The net pension liability, deferred inflows, and outflows of resources related to pensions, and pension expense, information about the fiduciary net position of the Texas Municipal Retirement System (TMRS), and additions to and deductions from TMRS’s fiduciary net position have been determined on the same basis as they are reported by TMRS. For this purpose, benefit payments (including refunds of employee contributions) are recognized when due and payable in accordance with the benefit terms. Investments are reported at fair value. 12. Other Post-Employment Benefits (OPEB) Supplemental Death Benefits Fund. For purposes of measuring the total Texas Municipal Retirement System Supplemental Death Benefit Fund (TMRS SDBF) OPEB liability, related deferred outflows and inflows of resources, and expense, City specific information about its total TMRS SDBF liability and additions to/deductions from the City’s total TMRS SDBF liability have been determined on the same basis as they are reported by TMRS. The TMRS SDBF expense and deferred (inflows)/outflows of resources related to TMRS SDBF, primarily result from changes in the components of the total TMRS SDBF liability. Most changes in the total TMRS SDBF liability will be included in TMRS SDBF expense in the period of the change. For example, changes in the total TMRS SDBF liability resulting from current-period service cost, interest on the TOL, and changes of benefit terms are required to be included in TMRS SDBF expense immediately. Changes in the total TMRS SDBF liability that have not been included in TMRS SDBF expense are required to be reported as deferred outflows of resources or deferred inflows of resources related to TMRS SDBF. Retiree Health Insurance. For purposes of measuring the total OPEB liability, OPEB related deferred outflows and inflows of resources, and OPEB expense, benefit payments and refunds are recognized when due and payable in accordance with the benefit terms. Contributions are not required but are measured as payments by the City for benefits due and payable that are not reimbursed by plan assets. Information regarding the City’s total OPEB liability is obtained from a report prepared by a consulting actuary, Gabriel Roeder Smith & Company. 13. Net Position Flow Assumption Sometimes the City will fund outlays for a particular purpose from both restricted (e.g., restricted bond or grant proceeds) and unrestricted resources. In order to calculate the amounts to report as restricted -net position and unrestricted - net position in the government-wide and proprietary fund financial statements, a flow assumption must be made about the order in which the resources are considered to be applied. It is the City’s policy to consider restricted - net position to have been depleted before unrestricted - net position is applied. 33 14. Fund Balance Flow Assumptions Sometimes the City will fund outlays for a particular purpose from both restricted and unrestricted resources (the total of committed, assigned, and unassigned fund balance). In order to calculate the amounts to report as restricted, committed, assigned, and unassigned fund balance in the governmental fund financial statements, a flow assumption must be made about the order in which the resources are considered to be applied. The City will typically use restricted fund balances first, followed by committed resources, and then assigned resources, as appropriate opportunities arise, but reserves the right to selectively spend unassigned resources first to defer the use of these other classified funds. 15. Fund Balance Policies Fund balance of governmental funds is reported in various categories based on the nature of any limitations requiring the use of resources for specific purposes. The City itself can establish limitations on the use of resources through either a commitment (committed fund balance) or an assignment (assigned fund balance). The City reports the following classifications of fund balance:  Nonspendable fund balance - includes amounts that are not in spendable form or are legally or contractually required to be maintained intact.  Restricted fund balance - includes amounts that have external constraints imposed upon the use of the resources by creditors, grantors, contributors, laws or regulations of other governments or imposed by law through constitutional provisions or enabling legislation.  Committed fund balance - includes amounts that can be used only for the specific purposes pursuant to constraints imposed by a formal action of the City’s highest level of decision- making authority. The City Council is the highest level of decision-making authority for the City that can, by approval of a resolution prior to the end of the fiscal year, commit fund balance. Once approved, the limitation imposed by the resolution remains in place until a similar action is taken (the approval of another resolution) to remove or revise the limitation.  Assigned fund balance - includes amounts that are intended to be used by the City for specific purposes but do not meet the criteria to be classified as committed. This includes the remaining positive fund balances of all governmental funds except for the General Fund. Balances for encumbrances, other than those committed by City Council, fall into this category. Intent can be established by City Council or delegated to the City Manager. The City Council has authorized the City Manager to assign fund balance. Unlike commitments, assignments generally only exist temporarily. In other words, an additional action does not normally have to be taken for the removal of an assignment. Conversely, as discussed above, an additional action is essential to either remove or revise a commitment.  Unassigned fund balance - includes amounts that are available for any purpose. Positive amounts are reported only in the General Fund. It is the City's policy to maintain the General Fund unassigned fund balance equivalent to no less than two months of normal recurring costs, based on current year budgeted expenditures plus $1.5 million for extraordinary events. The City’s unassigned fund balance at year end was approximately four months plus $1.5 million. 16. Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and deferred outflows and inflows of resources, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenditures/expenses during the reporting period. Actual results could differ from those estimates. 34 17. Change in Accounting Principle GASB Statement No. 100, Accounting Changes and Error Corrections, - an amendment of GASB Statement No. 62 – was adopted for the fiscal year ended September 30, 2024. The primary objective of this Statement is to enhance accounting and financial reporting requirements for accounting changes and error corrections to provide more understandable, reliable, relevant, consistent, and comparable information for making decisions or assessing accountability. As a result of this new accounting standard, the City was required to report changes within the financial reporting entity in more detail; see note disclosure on page 60 for additional information. F. Revenues and Expenditures/Expenses 1. Program Revenues Amounts reported as program revenues include 1) charges to customers or applicants who purchase, use, or directly benefit from goods, services, or privileges provided by a given function or segment and 2) grants and contributions that are restricted to meeting the operational or capital requirements of a particular function or segment. All taxes, including those dedicated for specific purposes, and other internally dedicated resources are reported as general revenues rather than as program revenues. 2. Property Taxes The City’s property taxes are levied annually, October 1, on the basis of assessed values as of January 1 of that calendar year, which are certified by the Jefferson County Appraisal District. Taxes are applicable to the fiscal year in which they are levied. They become delinquent on February 1 of the subsequent calendar year at which time the applicable property is subject to lien, and penalties and interest are assessed. 3. Proprietary Funds Operating and Nonoperating Revenues and Expenses Proprietary funds distinguish operating revenues and expenses from nonoperating items. Operating revenues and expenses generally result from providing services and producing and delivering goods in connection with a proprietary fund’s principal ongoing operations. The principal operating revenues of the enterprise funds and internal service funds are charges to customers for sales and services. Operating expenses for the enterprise funds and internal service funds include the operating cost of sales and services, administrative expenses, and depreciation on capital assets. All revenues and expenses not meeting this definition are reported as nonoperating revenues and expenses. II. DETAILED NOTES ON ALL FUNDS AND ACTIVITIES A. Cash, Cash Equivalents and Investments The Texas Public Funds Investment Act (PFIA), as prescribed in Chapter 2256 of the Texas Government Code, regulates deposits and investment transactions of the City. In accordance with applicable statutes, the City has a depository contract with an area bank (depository) providing for interest rates to be earned on deposited funds and for banking charges the City incurs for banking services received. The City may place funds with the depository in interest and non-interest bearing accounts. State law provides that collateral pledged as security for bank deposits must have a market value of not less than the amount of the deposits and must consist of: (1) obligations of the United States or its agencies and instrumentalities; (2) direct obligations of the State of Texas or its agencies; (3) other obligations, the principal and interest on which are unconditionally guaranteed or insured by the State of Texas; and/or (4) obligations of states, agencies, counties, cities, and other political subdivisions of any state having been rated as to investment quality by a nationally recognized investment rating firm and having received a rating of not less than A or its equivalent. City policy requires the collateralization level to be at least 102% of market value of principal and accrued interest. 35 The Council has adopted a written investment policy regarding the investment of City funds as required by the PFIA. The investments of the City are in compliance with the City’s investment policy. The City’s investment policy is more restrictive than the PFIA requires. It is the City’s policy to restrict its direct investments in obligations of the United States of America, its agencies and instrumentalities, fully FDIC insured certificates of deposit, fully collateralized repurchase agreements, money market mutual funds and local government investment pools. The maximum maturity allowed is three years from date of purchase. The City's cash and investments are classified as: Cash and cash equivalents, and restricted cash and cash equivalents. The cash and cash equivalents include cash on hand, deposits with financial institutions, money market mutual funds, and short-term investments in privately managed public funds investment pool accounts (TexPool, TexasClass and TexSTAR). The restricted cash and cash equivalents are assets restricted for specific use. The restricted cash and cash equivalents include cash with financial institutions, money market mutual funds, TexPool, TexSTAR, and TexasClass. However, each fund's balance of cash and investments is maintained in the books of the City. For the purposes of managing cash and investments, the funds of the discretely presented component unit are pooled with those of the City. At year end, 100% of the bank balance was covered by federal depository insurance or by collateral held by the City’s agent in the City’s name at September 30, 2024. At year end, the City’s cash and cash equivalent balances, including funds of the discretely presented component unit, were as follows: Primary Government Investment pools: TexSTAR 25,148,168$ TexPool 54,701,845 Texas CLASS 59,137,387 Total 138,987,400$ TexSTAR TexSTAR is duly chartered by the State of Texas Interlocal Cooperation Act, is administered by Hilltop Securities, Inc. and J.P. Morgan Investment Management, Inc. (JPMIM), and managed by JPMIM, who provides custody and investment management. The primary objectives of TexSTAR are, in order of priority, preservation and protection of principal, maintenance of sufficient liquidity to meet Participants’ needs, and yield. The portfolio will maintain a dollar-weighted average maturity that does not exceed 60 days and seeks to maintain a net asset value of $1.00 per share. TexSTAR may invest in securities including: obligations of the United States or its agencies and instrumentalities, including the Federal Home Loan Banks; other obligations which are unconditionally guaranteed or insured by the U.S.; fully collateralized repurchase agreements with a defined termination date and unconditionally guaranteed or insured by the U.S. or its agencies and instrumentalities; and SEC-registered no-load money-market fund which meet the requirements of the Public Funds Investment Act. The investment pool has a redemption notice period of one day and no maximum transaction amounts. The investment pools’ authorities may only impose restrictions on redemptions in the event of a general suspension of trading on major securities market, general banking moratorium or national or state emergency that affects the pools’ liquidity. TexPool TexPool is duly chartered and overseen by the State Comptroller’s Office, administered and managed by Federated Hermes, Inc. State Street Bank serves as the custodial bank. The portfolio consists of U.S. Government securities; collateralized repurchase and reverse repurchase agreements; and AAA rated money market mutual funds. The investment pool transacts at a net asset value of $1.00 per share, has a weighted average maturity of 60 days or less and weighted average life of 120 days or less, investments held are highly rated by a nationally recognized statistical rating organization, have no more than 5% of portfolio with one issuer (excluding US government securities), and can meet reasonably foreseeable redemptions. The investment pool has a redemption notice period of one day and no maximum transaction amounts. The investment pools’ authorities may only impose restrictions on redemptions in the event of a general suspension of trading on major securities market, general banking moratorium or national or state emergency that affects the pools’ liquidity. 36 Texas CLASS Texas CLASS was created in accordance with the requirements contained in section 2256.016 of the Public Funds Investment Act (PFIA). The Texas CLASS Trust Agreement is an agreement of indefinite term regarding the investment, reinvestment, and withdrawal of local government funds. The parties to the Trust Agreement are Texas local government entities that choose to participate in the Trust (the Participants), Public Trust Advisors, LLC (Public Trust) as Program Administrator, and UMB Bank, N.A. as Custodian. Texas CLASS Government is an external investment pool measured at fair value, i.e. net asset value. The investment pool’s strategy is to seek preservation of principal, liquidity and current income through investment in a diversified portfolio of short-term marketable securities. There are no unfunded commitments related to the investment pool. Texas CLASS has a redemption notice period of one day and may redeem daily. The investment pool’s authorities may only impose restrictions on redemptions in the event of a general suspension of trading on major securities market, general banking moratorium or national or state emergency that affects the pool’s liquidity. The Texas CLASS Government portfolio consists of U.S. Government securities; collateralized repurchase and reverse repurchase agreements; and AAA rated money market mutual funds. Interest Rate Risk At year-end, the City had the following cash equivalents subject to interest rate risk disclosure, under U.S. generally accepted accounting principles: Weighted Reported Average Value Maturity (days) Investment pools: TexSTAR 25,148,168$ 24 TexPool 54,701,845 26 Texas CLASS 59,137,387 101 Total 138,987,400$ The City measures interest rate risk using the weighted average maturity method for the portfolio. The City’s investment policy specifies a targeted maximum weighted average maturity allowed, based on the stated maturity date, for the portfolio is 365 days. To the extent possible, the City attempts to match investments with anticipated cash flow requirements. The settlement date is considered the date of purchase. Custodial credit risk - deposits In the case of deposits, this is the risk that in the event of a bank failure, the City's deposits may not be returned. The City's investment policy requires funds on deposit at the depository bank to be collateralized by securities, to the extent the deposits exceed FDIC coverage. Uninsured financial institution deposits and repurchase agreement investments marketable security collateral must be maintained at a minimum 102% of deposit or investment value, plus any accrued interest. As of September 30, 2024, the combined values of pledged securities and FDIC coverage exceeded bank balances for the City. Custodial credit risk - investments For an investment, this is the risk that, in the event of the failure of counterparty, the government will not be able to recover the value of its investments or collateral securities that are in the possession of an outside party. The City limits this risk by contracting with a third party custodian for securities. This bank holds the securities in the City’s name which are evidenced by safekeeping receipts of the institution. 37 Concentration of credit risk The risk is the risk of loss attributed to the magnitude of a City’s investment in a single issuer. The City’s investment policy limits investments from a specific issuer, and by investing in instruments of varying maturities. The City’s investment policy allows investments by type based on the following diversification requirements: Investment Type Maximum Investment % U.S. treasury securities 90% Agencies and instrumentalities 70% (30% in any 1 agency) Certificates of deposit 50% (25% in any 1 institution) Repurchase agreements 50% Money market mutual funds 50% (not to exceed 10% of fund assets) Authorized pools 100% (80% in any 1 pool) At September 30, 2024, the City’s entire portfolio comprised of balances in authorized investment pools meeting the maximum investment proportion of 100% outlined in the City investment policy. Percentage of Total Reported Value Portfolio Investment pools: TexSTAR 25,148,168$ 18% TexPool 54,701,845 39% Texas CLASS 59,137,387 43% Total 138,987,400$ 100% Restricted Cash and Cash Equivalents The funds below report restricted cash and cash equivalents for the following purposes: Water and Capital Restricted Purpose Sewer Fund Projects Water and wastewater improvement projects 31,193,485$ -$ Information technology ERP project - 75,968 31,193,485$ 75,968$ B. Receivables Amounts are aggregated into a single accounts receivable (net of allowances for doubtful accounts) line for various funds and aggregated columns. Below is the detail of receivables at September 30, 2024: General Nonmajor Internal Fund Funds Service Fund Receivables: Property taxes 3,381,582$ 2,115,491$ -$ Customers 518,576 - - Sales and other taxes 2,703,887 - - Other 2,810,920 341,464 332,530 Gross receivables 9,414,965 2,456,955 332,530 Less: allowance for uncollectible accounts (1,852,841) (837,701) - Net receivables 7,562,124$ 1,619,254$ 332,530$ Governmental Activities Discretely PresentedWater and Solid Waste Component Sewer Fund Fund Unit Receivables: Customers 17,669,457$ 5,180,818$ -$ Sales and other taxes - - 1,334,487 Gross receivables 17,669,457 5,180,818 1,334,487 Less: allowance for uncollectible accounts (12,091,826) (3,410,525) - Net receivables 5,577,631$ 1,770,293$ 1,334,487$ Business-type Activities 38 C. Capital Assets Capital asset activity of the primary government for the year ended September 30, 2024 was as follows: Beginning Reclassifications/Ending Balance Additions Retirements Balance Governmental activities: Capital assets not being depreciated:Land and improvements 8,877,178$ -$ -$ 8,877,178$ Construction in progress 32,463,467 18,140,096 (8,633,342) 41,970,221 Total capital assets not being depreciated 41,340,645 18,140,096 (8,633,342) 50,847,399 Capital assets being depreciated:Infrastructure 314,105,110 8,678,376 - 322,783,486 Buildings and improvements 45,882,178 - - 45,882,178 Machinery and equipment 74,814,118 3,168,229 (141,019) 77,841,328 Right to use vehicles 1,624,208 949,019 - 2,573,227 Total assets being depreciated 436,425,614 12,795,624 (141,019) 449,080,219 Less accumulated depreciation for: Infrastructure (272,601,581) (2,245,835) - (274,847,416) Buildings and improvements (28,566,228) (1,464,328) - (30,030,556) Machinery and equipment (51,985,432) (4,952,963) 141,019 (56,797,376) Right to use vehicles (251,962) (636,004) - (887,966) Total accumulated depreciation (353,405,203) (9,299,130) 141,019 (362,563,314) Total capital assets being depreciated, net 83,020,411 3,496,494 - 86,516,905 Governmental activities capital assets, net 124,361,056$ 21,636,590$ (8,633,342)$ 137,364,304$ Beginning Reclassifications/Ending Balance Additions Retirements BalanceBusiness-type activities: Capital assets, not being depreciated: Land and improvements 863,971$ -$ -$ 863,971$ Construction in progress 31,827,479 19,192,039 (8,363,264) 42,656,254 Total capital assets, not being depreciated 32,691,450 19,192,039 (8,363,264) 43,520,225 Capital assets being depreciated:Infrastructure 220,218,306 8,659,492 - 228,877,798 Buildings and improvements 43,902,960 74,011 (16) 43,976,955 Machinery and equipment 30,256,019 148,251 - 30,404,270 Total assets being depreciated 294,377,285 8,881,754 (16) 303,259,023 Less accumulated depreciation for: Infrastructure (106,444,163) (5,302,916) - (111,747,079) Buildings and improvements (34,250,790) (1,131,500) - (35,382,290) Machinery and equipment (14,375,582) (1,297,808) - (15,673,390) Total accumulated depreciation (155,070,535) (7,732,224) - (162,802,759) Total capital assets being depreciated, net 139,306,750 1,149,530 (16) 140,456,264 Business-type activities capital assets, net 171,998,200$ 20,341,569$ (8,363,280)$ 183,976,489$ The following is a summary of changes in capital assets for the Discretely Presented Component Unit for the year ended September 30, 2024: Beginning Reclassifications/Ending Balance Additions Retirements BalanceDiscretely presented component unit: Capital assets, not being depreciated:Land and improvements 5,611,865$ -$ -$ 5,611,865$ Construction in progress 14,997,750 1,584,160 - 16,581,910 Total capital assets, not being depreciated 20,609,615 1,584,160 - 22,193,775 Capital assets being depreciated:Infrastructure 24,725 - - 24,725 Buildings and improvements 810,098 - - 810,098 Machinery and equipment 675,552 5,190 - 680,742 Total assets being depreciated 1,510,375 5,190 - 1,515,565 Less accumulated depreciation for: Infrastructure (2,266) (21,097) - (23,363) Buildings and improvements (408,410) (36,758) - (445,168) Machinery and equipment (257,035) (94,565) - (351,600) Total accumulated depreciation (667,711) (152,420) - (820,131) Total capital assets being depreciated, net 842,664 (147,230) - 695,434 Discretely presented component unit capital assets, net 21,452,279$ 1,436,930$ -$ 22,889,209$ 39 Depreciation expense was charged to functions/programs of the primary government as follows: Governmental activities: General government 986,385$ Public safety 531,315 Public works 2,593,418 Community services 172,990 Culture and recreation 453,096 Health and welfare 187,126 Public transportation 744,820 Depreciation charged in internal service funds 3,629,980 Total 9,299,130$ Business-type activities: Water and sewer 6,508,041$ Solid waste 839,462 Pleasure island commission 384,721 Total 7,732,224$ Total Depreciation 17,031,354$ Construction Commitments The primary government has active construction projects as of September 30, 2024. Remaining commitments under related construction contracts at year end were as follows: Total In Remaining Project Description Contract Progress Commitment Streets projects 29,647,761$ 19,675,568$ 9,972,193$ Water and sewer improvements 49,679,493 40,353,552 9,325,941 City facilities, including dept. club 59,049,091 40,862,145 18,186,946 Downtown revitalization projects 1,729,951 1,456,471 273,480 Drainage projects 37,567,409 36,349,908 1,217,501 177,673,705$ 138,697,644$ 38,976,061$ The remaining commitments above will be primarily financed through completion of construction with the resources of the water and sewer fund, the capital projects funds, supplemented by the general fund and issuance of debt, as needed. D. Long-Term Liabilities Changes in long-term liabilities for the year ending September 30, 2024 are as follows: Beginning Refunded/Ending Amount Due Balance Issued Retired Balance Within One YearGovernmental activities:General obligation bonds 7,545,000$ -$ (1,180,000)$ 6,365,000$ 1,240,000$ Certificates of obligation 48,155,000 18,245,000 (4,215,000) 62,185,000 4,305,000 General obligation bonds-private placement 3,400,000 - (645,001) 2,754,999 660,000 Unamortized premiums 6,752,444 1,749,302 (541,393) 7,960,353 - Financed purchases 6,020,075 - (1,025,509) 4,994,566 1,078,963 Leases 1,414,923 949,019 (545,464) 1,818,478 614,603 Compensated absences 14,413,190 6,702,538 (11,062,057) 10,053,671 2,010,734 Long-term risk liablity 937,422 3,776,820 (4,075,410) 638,832 - Total governmental 88,638,054$ 31,422,679$ (23,289,834)$ 96,770,899$ 9,909,300$ Business-type activities: Certificates of obligation 8,520,000$ -$ (270,000)$ 8,250,000$ 265,000$ Certificates of obligation- private placement 65,550,000 - (2,225,000) 63,325,000 3,250,000 Unamortized premiums 1,972,482 - (132,129) 1,840,353 - Compensated absences 1,894,010 1,954,304 (2,061,801) 1,786,513 357,303 Landfill post-closure liability 5,219,128 319,742 - 5,538,870 - Total business-type 83,155,620$ 2,274,046$ (4,688,930)$ 80,740,736$ 3,872,303$ Discretely Presented Component Unit:Sales tax revenue refunding bonds-private placement 540,000$ -$ (540,000)$ -$ -$ Compensated absences 56,257 139,649 (125,691) 70,215 14,043 Total Discretely Presented Component Unit 596,257$ 139,649$ (665,691)$ 70,215$ 14,043$ 40 Long-term liabilities applicable to the City's governmental activities are not due and payable in the current period and, accordingly, are not reported as fund liabilities in the governmental funds. Interest on long-term debt is not accrued in governmental funds, but rather is recognized as an expenditure when due. Long-term debt at year end was comprised of the following debt issues: Original Interest Issue Maturity Rates Balance Governmental Activities General Obligation Bonds 2019 Series, Refunding 9,120,000$ 2030 3.0% - 5.0%5,500,000$ 2021 Series, Refunding 1,530,000 2041 4.0% - 5.0%865,000 Certificates of Obligation 2020A, Combination Tax & Revenue 8,900,000 2037 3.0% - 5.0%6,835,000 2021, Combination Tax & Revenue 19,685,000 2041 4.0% - 5.0%16,130,000 2022, Combination Tax & Revenue 9,565,000 2042 4.0% - 5.0%7,980,000 2023, Combination Tax & Revenue 15,955,000 2043 4.0% - 5.0%12,995,000 2024, Combination Tax & Revenue 18,245,000 2044 4.0% - 5.0%18,245,000 Private Placement Obligations 2017 Series GO Refunding 9,645,000 2028 2.75%2,754,999 Total Governmental Long-Term Obligations 71,304,999$ Original InterestIssueMaturity Rates Balance Business-type Activities Certificates of Obligation 2023, Combination Tax & Revenue 8,520,000$ 2043 4.0% - 5.0%8,250,000$ Private Placement Obligations 2015A Combination Tax & Revenue CO 2,740,000 2026 0.26% - 1.50%215,000 2015B Combination Tax & Revenue CO 4,965,000 2033 0.21% - 1.45%730,000 2020B Combination Tax & Revenue CO 56,310,000 2022 0.03% - 1.09%54,755,000 2021 Combination Tax & Revenue CO 8,395,000 2041 4.0% - 5.0%7,625,000 Total Business-Type Long-Term Obligations 71,575,000$ The City issues general obligation bonds and certificates of obligation to provide funds for the acquisition and construction of major capital facilities for both the governmental and business-type activities. General obligation bonds are direct obligation and pledge the full faith and credit of the City. The City issues sales tax revenue bonds to fund economic development activity out of the EDC. This debt is payable by economic sales tax collections. The City has bonded debt of $142,879,999 outstanding for the primary government. During the fiscal year, the city issued Combination Tax and Revenue Certificates of Obligation, Series 2024 in the amount of $18,245,000 which were recorded entirely in Governmental Activities. Proceeds from the sale of the certificates will be used for the construction of public works projects related to streets, a fire station, and a variety of other municipal projects. The certificates carry an interest rate between 4% - 5% and will mature in fiscal year 2044. 41 The annual requirements to amortize debt outstanding at year end for Governmental Activities were as follows: Governmental Activities: Year Ended September 30, Principal Interest Total Principal Interest Total 2025 1,240,000$ 275,650$ 1,515,650$ 4,305,000$ 2,026,439$ 6,331,439$ 2026 1,360,000 210,650 1,570,650 2,345,000 1,935,750 4,280,750 2027 1,420,000 141,150 1,561,150 2,465,000 1,846,125 4,311,125 2028 1,185,000 76,025 1,261,025 2,595,000 1,752,000 4,347,000 2029 565,000 35,100 600,100 2,710,000 1,655,200 4,365,200 2030-2034 595,000 11,900 606,900 15,680,000 6,750,250 22,430,250 2035-2039 - - - 18,265,000 3,797,775 22,062,775 2040-2044 - - - 13,820,000 977,775 14,797,775 Total 6,365,000$ 750,475$ 7,115,475$ 62,185,000$ 20,741,314$ 82,926,314$ Year Ended September 30, Principal Interest Total 2025 660,000$ 66,688$ 726,688$ 2026 680,000 48,263 728,263 2027 700,000 29,288 729,288 2028 714,999 9,831 724,830 Total 2,754,999$ 154,070$ 2,909,069$ General Obligation Bonds General Obligation Bonds Certificates of Obligation Private Placement Debt Internal service funds predominantly serve the governmental funds. Accordingly, long-term liabilities for them are included as part of the above totals for governmental activities. The annual requirements to amortize debt outstanding at year end for Business-Type Activities were as follows: Business-Type Activities: Year Ended September 30, Principal Interest Total Principal Interest Total 2025 265,000$ 394,025$ 659,025$ 3,250,000$ 737,588$ 3,987,588$ 2026 285,000 380,275 665,275 3,270,000 709,330 3,979,330 2027 295,000 365,775 660,775 3,295,000 682,629 3,977,629 2028 310,000 350,650 660,650 3,325,000 653,369 3,978,369 2029 325,000 334,775 659,775 3,360,000 621,684 3,981,684 2030-2034 1,905,000 1,403,875 3,308,875 17,345,000 2,556,506 19,901,506 2035-2039 2,440,000 864,750 3,304,750 18,425,000 1,475,787 19,900,787 2040-2044 2,425,000 231,300 2,656,300 11,055,000 260,081 11,315,081 Total 8,250,000$ 4,325,425$ 12,575,425$ 63,325,000$ 7,696,974$ 71,021,974$ Certificates of Obligation Private Placement Debt Certificates of Obligation Defeased Bonds The City has defeased certain outstanding bonds by placing proceeds of new bonds in irrevocable escrow accounts to provide for all future debt service payments on the old bonds. Accordingly, the escrow account assets and the defeased liabilities are not included in the City’s financial statements. At September 30, 2024, the City had no outstanding bonds considered defeased. 42 Federal Arbitrage The Tax Reform Act of 1986 instituted certain arbitrage restrictions consisting of complex regulations with respect to issuance of tax-exempt bonds after August 31, 1986. Arbitrage regulations deal with the investment of tax-exempt bond proceeds at an interest yield greater than the interest yield paid to bondholders. Generally, all interest paid to bondholders can be retroactively rendered taxable if applicable rebates are not reported and paid to the Internal Revenue Service (IRS) at least every five years for applicable bond issues. Accordingly, there is the risk that if such calculations are not performed, or not performed correctly, a substantial liability to the City could result. As of September 30, 2024, there is no arbitrage liability. Financed Purchases The City has entered into financing agreements for the acquisition of vehicles and equipment. Interest rates range from 1% to 3% and will mature between fiscal years 2027 and 2029. The annual requirements to amortize debt outstanding at year end for Governmental Activities were as follows: Year Ended September 30, Principal Interest Total 2025 1,078,963$ 132,794$ 1,211,757$ 2026 1,123,847 102,631 1,226,478 2027 1,127,722 71,513 1,199,235 2028 807,367 40,895 848,262 2029 856,667 16,123 872,790 Total 4,994,566$ 363,956$ 5,358,522$ Leases The City has entered into 61 lease agreements for the acquisition of Enterprise Fleet Management vehicles. Interest rates range from 1% to 3% and the agreements will mature between fiscal years 2027 and 2028. The annual requirements to amortize debt outstanding at year end for Governmental Activities were as follows: Year Ended September 30, Principal Interest Total 2025 614,603$ 27,368$ 641,971$ 2026 620,128 10,004 630,132 2027 531,311 2,167 533,478 2028 52,436 377 52,813 Total 1,818,478$ 39,916$ 1,858,394$ E. Interfund Receivables and Payables Interfund receivables and payables of the various funds at September 30, 2024 were as follows: Due From Due To Amount Purpose Current receivables General Fund Nonmajor Governmental 14,680,668$ Short term loan grant program Nonmajor Governmental General Fund 122,668$ Short term loan grant program General Fund Transit Fund 3,265,833 Short term loan grant program 18,069,169 Long-term interfund loan General Fund Nonmajor Proprietary Fund 1,321,706 Operating loan 19,390,875$ 43 F. Interfund Transfers Transfers between funds during the year were as follows: Transfer From Transfer To Amount Purpose General Fund Capital Projects 3,467,000$ Capital improvements General Fund Transit 673,350 Grant matching funds General Fund Nonmajor Governmental 6,405,428 Grant matching funds, capital improvements, and City portion of TIRZ taxesGeneral Fund Internal Service Fund 5,722,700 Capital equipment, user fees and general liability insurance payment Transit Internal Service Fund 159,000 General liability insurance payment Nonmajor Governmental General Fund 174,568 Civic center operation costs, reimbursement of prior year costs Nonmajor Governmental Internal Service Fund 332,300 Insurance and debt service Water and Sewer Fund General Fund 2,504,637 Administrative and collection costs Water and Sewer Fund Internal Service Fund 1,384,369 Capital equipment, user fees and general liability insurance payment Solid Waste Fund General Fund 291,667 Debt service payments Solid Waste Fund Internal Service Fund 2,148,000 Capital equipment, user fees and general liability insurance payment Solid Waste Fund Debt Service Fund 1,069 Debt service payments Solid Waste Fund Water and Sewer Fund 410,000 Billing services for garbageNonmajor Proprietary Fund Capital Projects 439,000 Capital improvementsNonmajor Proprietary Fund Debt Service Fund 2,931 Debt service payments Nonmajor Proprietary Fund Internal Service Fund 77,000 General liability insurance payment Debt Service Fund Internal Service Fund 427,331 Debt service payments Debt Service Fund Water and Sewer Fund 199,138 Debt service payments 24,819,488$ III. OTHER INFORMATION A. Employee Retirement Systems Plan Descriptions and Provisions. TMRS The City participates as one of 888 plans in the nontraditional, joint contributory, hybrid defined benefit pension plan administered by the Texas Municipal Retirement System (TMRS). TMRS is an agency created by the State of Texas and administered in accordance with the TMRS Act, Subtitle G, Title 8, Texas Government Code (the TMRS Act) as an agent multiple-employer retirement system for municipal employees in the State of Texas. The TMRS Act places the general administration and management of the System with a six- member Board of Trustees. Although the Governor, with the advice and consent of the Senate, appoints the Board, TMRS is not fiscally dependent on the State of Texas. TMRS’s defined benefit pension plan is a tax- qualified plan under Section 401(a) of the Internal Revenue Code. TMRS issues a publicly available annual comprehensive financial report (ACFR) that can be obtained at www.tmrs.com. All eligible employees of the City not covered by the FRRF are required to participate in TMRS. FRRF The Port Arthur Firemen's Relief and Retirement Fund (FRRF) is established effective October 28, 1941, under the authority of the Texas Local Fire Fighter's Retirement Act (TLFFRA). The fund is administered by a Board of Trustees. The Board is made up of three members elected from and by fund members, two representatives of the City of Port Arthur, Texas, and two citizen members. All fire fighters of the City of Port Arthur, Texas, are members of the FRRF. Detailed information about the pension plan’s fiduciary net position is available in a separately issued financial report. That report can be obtained by contacting the Port Arthur Fireman’s and Relief Fund Board of Trustees, P.O. Box 9759, Longview, Texas 75608. 44 The following table summarizes the participants in each plan: Texas Port Arthur Municipal Firemen's Retirement Retirement System and Relief (TMRS)Fund (FRRF) Inactive employees or beneficiaries currently receiving benefits 560 95 Inactive employees entitled to but not yet receiving benefits 226 0 Active employees 567 106 Total 1353 201 Benefits Provided. TMRS TMRS provides retirement, disability, and death benefits. Benefit provisions are adopted by the governing body of the city, within the options available in the state statutes governing TMRS. At retirement, the benefit is calculated as if the sum of the employee’s contributions, with interest, and the city financed monetary credits with interest were used to purchase an annuity. Members may choose to receive their retirement benefit in one of seven actuarially equivalent payments options. Members may also choose to receive apportion of their benefit as a Partial Lump Sum Distribution in an amount equal to 12, 24, or 36 monthly payments, which cannot exceed 75% of the member’s deposits and interest. On the date the plan began, the City granted monetary credits for service rendered before the plan began of theoretical amount equal to two times what would have been contributed by the employee, with interest, prior to establishment of the plan. Monetary credits for service since the plan began are 200% of the employee's accumulated contributions. A summary of plan provisions for the City are as follows: 2024 2023 Employee deposit rate 5.00%5.00% Matching ratio (city to employee)2 to 1 2 to 1 Years required for vesting 10 10 Service requirement eligibility (expressed as age/years of service)60/10, 0/20 60/10, 0/20 Updated service credit 100% repeating, transfers100% repeating, transfers Annuity increase (to retirees)70% of CPI repeating 70% of CPI repeating FRRF The FRRF provides retirement, death, disability, and termination benefits. A member is eligible for service retirement upon completion of 20 years of service and attainment of age 50. A member who retires under the service retirement provisions of the fund will receive a monthly benefit equal to the sum of 2.70% of the member's average monthly salary multiplied by the number of years of service not in excess of 20 years, and $125.00 per month for each year of service in excess of 20. Service retirement benefits are payable for the member's lifetime. In the event the member's death precedes that of his spouse, two-thirds of the member's pension will be continued to the spouse for her lifetime. In lieu of the monthly service retirement benefit described above, a member who has both attained age 53 and completed 20 years of service may elect to receive his benefits under the DROP program (described below). Early Retirement Benefits A member is eligible for early retirement upon completion of 20 years of service. The member who retires under the early retirement provisions of the fund will receive a monthly benefit equal to the product of (a) and (b), where: a) Equals the service retirement benefit that the member has accrued as of his early retirement date, and; 45 b) Equals the factor from the table, below, based on the member’s age at date of early retirement. Early Reduction Retirement Age Factors Percentage 38 36.92% 39 40.01% 40 43.38% 41 47.04% 42 51.04% 43 55.39% 44 60.15% 45 65.36% 46 71.06% 47 77.30% 48 84.16% 49 91.70% Early retirement benefits are payable for the member’s lifetime. In the event the member’s death precedes that of his spouse, two-thirds of the member’s pension will be continued to the member’s spouse for such spouse’s lifetime. Disability Benefits An active member who becomes disabled as defined in the plan will receive a monthly disability benefit. However, if the member is eligible for a service retirement benefit, he will receive the service retirement benefit to which heist entitled instead of a disability benefit. Disability benefits are payable in the same form as service retirement benefits. However, disability benefits stop if a member recovers to the point he no longer meets the definition of disability under the fund. Amount of Disability Benefit The benefit payable to members who retire with non-job related injuries or illnesses, who have less than one year of service will equal the minimum disability benefit required under the Texas Local Fire Fighters' Retirement Act. The amount of disability benefit payable to all other members who retire under the disability provisions of the fund will equal the greatest of (a), (b), or (c) below, based on the member's average monthly salary on the date he terminated service due to disability: a) Equals 54 percent of his average monthly salary; b) Equals the member's early retirement benefit, provided the member is otherwise entitled to such benefit; and c) Equals the member’s normal service retirement benefit, provided the member is otherwise entitled to such benefit. A member's disability benefit will commence 60 days following the date on which his regular salary, including vacation, sick leave, and any extended sick leave benefits have lapsed. Upon commencement of disability benefits, a member will receive a lump sum payment equal to the two disability checks that were missed during the 60- day waiting period. Death Benefits If a member dies while in active service, the member's spouse will receive an immediate monthly benefit, payable for as long as she is living and does not remarry. In order for a member's spouse to be eligible for the fund's death benefit, such spouse must have been married to the member prior to the earlier of the member's date of retirement or his date of termination of service and must be married to the member at the time of the member's death. Amount of the Spouse's Death Benefit The amount of monthly benefit payable to the deceased member's spouse will equal the sum of (a) two thirds of the standard retirement benefit, based on the member's average monthly salary as of the date of his death, plus (b) two thirds of any additional service benefit to which the deceased member was entitled as of the date of his death. 46 Amount of the Spouse's Death Benefit upon Remarriage The benefit payable upon remarriage to the widow of a deceased member depends on the number of years of service the member had completed as of his date of death. If the member had not completed 10 years of service as of his date of death, no further payments will be made to the member's spouse if she remarries. If the member had completed at least 10 years of service but had not completed 20 years of service as of his date of death and the member’s widow remarries prior to the date that the member would have reached his normal retirement date, the monthly widow's benefit will stop. A monthly benefit equal to two-thirds of the member's vested termination benefit as of his date of death will resume on the date the member would have reached his normal retirement date. If the member had completed at least 20 years of service as of his date of death but not reached normal retirement date, the benefit payable to his widow after her remarriage will equal two-thirds of the early retirement benefit to which the member was entitled at his date of death. If the member had reached his normal retirement date as of the date of his death, the benefit payable to his widow will continue unchanged if his widow remarries. Orphan's Benefit In addition to the above spouse's benefit, each unmarried child of the member will receive a monthly benefit of $227. Orphan benefits continue until the child reaches age 18. However, benefits are continued until age 22 for a child who is a full-time student. Orphan benefits are continued for life to disabled children. Maximum Family Benefit The total of all benefits paid as a result of the death of an active fund member may not exceed the disability or retirement benefit such member had earned as of the date of his death. The total of all benefits paid as a result of the death of a retired member may not exceed the retirement benefit the member was receiving as of the date of his death. Benefits are reduced pro rata, if necessary, in order to satisfy these limitations. Termination Benefits Members with at Least Ten Years of Service A fund member who terminates employment after completing at least 10 years of service, but prior to the date he becomes eligible for service retirement, will be entitled to receive a monthly benefit starting on the date he would have both attained age 50 and completed 20 years of service had he remained in active service with the fire department. Such member's monthly benefit will equal the monthly service retirement benefit he had accrued on the date he separated from service with the fire department. A fund member who terminates employment prior to completing ten years of service will be entitled to the return of the excess of his contributions to the fund over the amount of any benefits he has received from the fund. Such refund will not include any interest on the member's contributions. Cash out Benefit A fund member who retires or whose service is terminated may elect, at the time of his retirement, to receive the return of the excess of the sum of (a) his contributions to the fund plus (b) the contributions made by the City of Port Arthur on his behalf on or before May 10, 1992, over the amount of any benefits he has received from the fund. Such refund will be in lieu of the retirement, disability, or termination benefit that the member would otherwise be entitled to receive under the fund. Such refund will not include any interest on the member's or the City’s contributions. The Deferred Retirement Option Plan (DROP) A member is eligible to elect the DROP benefit if he retires after both completing 20 years of service and attaining age 53. The monthly retirement benefit of a member who elects the DROP will be calculated as if the member had retired on the later of (i) the date he was first eligible to elect the DROP or (ii) the date which is 36 months prior this actual retirement date. This date is referred to as the member's DROP eligibility date. 47 Amount of Monthly Retirement Income to DROP Participants The amount of monthly retirement income that is payable to a member who retires after electing the DROP will equal the monthly service retirement benefit that the member had earned under the fund as of his DROP eligibility date. The benefit formula used, however, will be the service retirement formula in effect on the member's date of retirement. Upon retirement, the member will receive—in addition to his monthly retirement benefit—a DROP payment equal to the sum of: a) the amount of monthly contributions that the member has made to the fund since his DROP eligibility date, plus b) the total of the monthly retirement benefits the member would have received between the time he entered the DROP and the time he retired under the plan. The spouse of an active member who dies while eligible for the DROP benefit may elect to receive the DROP benefit to which the deceased member was entitled and two-thirds of the reduced monthly retirement benefit which the deceased member would have received had such member retired under the DROP on his date of death. Contributions. TMRS The contribution rates for employees in TMRS are either 5%, 6%, or 7% of employee gross earnings, and the City matching percentages are either 100%, 150%, or 200%, both as adopted by the governing body of the City. Under the State law governing TMRS, the contribution rate for each City is determined annually by the consulting actuary, using the Entry Age Normal (EAN) actuarial cost method. The actuarially determined rate is the estimated amount necessary to finance the cost of benefits earned by employees during the year, with an additional amount to finance any unfunded accrued liability. Employees for the City were required to contribute 5% of their annual gross earnings during the fiscal year. The required contribution rate for the City was 14.32% in calendar year 2023 and 15.12% in calendar year 2024. The City’s contributions to TMRS for the year ended September 30, 2024, were $6,916,990.00, and were equal to the required contributions. FRRF Firefighters contribute to the fund at a rate of 13.5% of pay. The City made contributions of 13.96% and 14.32% in calendar years 2022 and 2023 respectively. Long-Term Expected Rate of Return. TMRS The long-term expected rate of return on pension plan investments is 6.75%. The pension plan’s policy in regard tithe allocation of invested assets is established and may be amended by the TMRS Board of Trustees. Plan assets are managed on a total return basis with an emphasis on both capital appreciation as well as the production of income, in order to satisfy the short-term and long-term funding needs of TMRS. 48 The long-term expected rate of return on pension plan investments was determined using a building block method in which best estimate ranges of expected future real rates of return (expected returns, net of pension plan investment expense and inflation) are developed for each major asset class. These ranges are combined to produce the long-term expected rate of return by weighting the expected future real rates of return by the target asset allocation percentage and by adding expected inflation. In determining their best estimate of a recommended investment return assumption under the various alternative asset allocation portfolios, GRS focused on the area between (1) arithmetic mean (aggressive) without an adjustment for time (conservative) and (2) the geometric mean (conservative) with an adjustment for time (aggressive). The target allocation and best estimates of arithmetic real rates of return for each major asset class are summarized in the following table: TMRS Asset Class Target Allocation Long-Term Expected Real Rate of Return (Arithmetic) Global equity 35.00%6.70% Core fixed income 6.00%4.70% Non-core fixed income 20.00%8.00% Real return 12.00%8.00% Real estate 12.00%7.60% Absolute return 5.00%6.40% Private equity 10.00%11.60% Total 100.0% FRRF Asset Class Target Allocation Long-Term Expected Real Rate of Return (Arithmetic) Equities Large cap domestic 15.90%6.04% Mid cap domestic 13.80%6.08% Small cap domestic 13.90%6.06% International developed 12.00%6.48% Emerging markets 4.00%7.24% Real estate 5.00%4.06% Fixed income 33.80%2.13% Cash 1.60%0.00% Total 100.0% Weighted average 4.76% Discount Rate. TMRS The discount rate used to measure the Total Pension Liability for TMRS was 6.75%. The projection of cash flows used to determine the discount rate assumed that employee and employer contributions will be made at the rates specified in the statute. Based on that assumption, the pension plan’s Fiduciary Net Position was projected to be available to make all projected future benefit payments of current plan members. Therefore, the long-term expected rate of return on pension plan investments was applied to all periods of projected benefit payments to determine the Total Pension Liability. 49 Actuarial Assumptions. The City’s Net Pension Liability (NPL) was measured as of December 31, 2023, and the Total Pension Liability (TPL) used to calculate the Net Pension Liability was determined by an actuarial valuation as of that date. TMRS FRRF Actuarial cost method Entry age normal Entry age normal Amortization method Level percentage of payroll, closed Level percentage of payroll, open Remaining amortization period 22 years (longest amortization ladder) Asset valuation method 10 year smoothed market; 12% soft corridor Inflation 2.50%2.75% Salary increases 3.50% to 11.85% including inflation 2.75%plus promotion,step and longevity increases that vary by service Investment rate of return 6.75%7.25%,net of investment-related expenses, including inflation Retirement age Experience-based table of rates that are specific to the City's plan of benefits.Last updated for the 2023 valuation pursuant to an experience study of the period 2022. Experience-based table of rates that are specific to the FRRF. Mortality Post-retirement:2019 Municipal Retirees of Texas Mortality Tables.Male rates are multiplied by 103%and female rates aremultipliedby105%.The rates are projected on a fully generational basis by the most recent Scale MP-2021 (with immediate convergence).Pre-retirement: PUB(1)mortality tables,with 110%of the Public Safety table used for males and the 100%of the General Employee table used for females.The rates are projected on a fully generational basis by the most recent Scale MP-2021 (with immediate convergence). PubS-2010 (public safety)total dataset tables for employees and for retirees (sex distinct),projected for mortalityimprovementgenerationallyusingthe projection scale MP-2019 Other information There were no benefit changes during the year. There were no benefit changes during the year. Changes in the Net Pension Liability. Total Total Pension Plan Fiduciary Net Pension Total Pension Plan Fiduciary Net Pension Liability Net Position Liability Liability Net Position Liability Net Pension (a)(b)(a)-(b) (a)(b)(a)-(b) Liability Balance at 12/31/2022 243,258,510$ 201,167,623$ 42,090,887$ 74,756,101$ 48,657,512$ 26,098,589$ 68,189,476$ Changes for the year: Service cost 5,581,508 - 5,581,508 1,544,222 - 1,544,222 7,125,730 Interest 16,137,230 - 16,137,230 5,379,013 - 5,379,013 21,516,243 Difference between expected and actual experience (1,157,838) - (1,157,838) (1,499,979) - (1,499,979) (2,657,817) Change in assumptions (1,942,005) - (1,942,005) - 1,535,519 (1,535,519) (3,477,524) Contributions - employer - 6,299,637 (6,299,637) - 1,554,821 (1,554,821) (7,854,458) Contributions - employee - 2,272,601 (2,272,601) - - - (2,272,601) Net investment income - 23,246,381 (23,246,381) - 7,198,471 (7,198,471) (30,444,852) Benefit payments, including refunds - of employee contributions (13,958,393) (13,958,393) - (4,214,092) (4,214,092) - - Administrative expense - (148,120) 148,120 - (108,480) 108,480 256,600 Other changes - (1,035) 1,035 73,942 - 73,942 74,977 Net changes 4,660,502 17,711,071 (13,050,569) 1,283,106 5,966,239 (4,683,133) (17,733,702) Balance at 12/31/2023 247,919,012$ 218,878,694$ 29,040,318$ 76,039,207$ 54,623,751$ 21,415,456$ 50,455,774$ Increase (Decease)Increase (Decease) TMRS FRRF 50 Sensitivity of the Net Pension Liability. The following presents the net pension liability of the City, calculated using the current single rate assumption for each plan as well as what the City’s net pension liability would be if it were calculated using a discount rate that is 1-percentage-point lower or 1-percentage-point higher than the current rate: 1% Decrease in 1% Increase in Discount Rate Discount Rate Discount Rate TMRS 59,302,701$ 28,790,571$ 3,784,921$ FRRF 30,102,433$ 21,415,456$ 14,110,604$ Pension Plan Fiduciary Net Position. Detailed information about the TMRS pension plan’s fiduciary net position is available in a separately-issued TMRS financial report. That report may be obtained on the Internet at www.tmrs.com. Detailed information about the FRRF pension plan fiduciary net position is available in a separately issued financial reports that can be obtained by contacting the Plan administrator at PO Box 1089, Port Arthur, TX 77641, www.portarthurfirepension.com or (409) 983-8734. Pension Expense and Deferred Outflows/Inflows of Resources Related to Pensions. For the year ended September 30, 2024, the City recognized pension expense of $5,439,371 for TMRS and $2,404,936 for FRRF. At September 30, 2024, the City reported deferred outflows and inflows of resources related to pensions from the following sources: Deferred Outflows Deferred Inflows Deferred Outflows Deferred Inflows of Resources of Resources of Resources of Resources Differences between expected and actual economic experience 2,582,493$ 864,453$ 22,402$ 7,499$ Changes in actuarial assumptions - 1,449,919 - 12,577 Difference between projected and actual investment earnings 5,548,740 - 48,133 - Contributions subsequent to the measurement date 4,929,753 - 42,764 - Total 13,060,986$ 2,314,372$ 113,299$ 20,076$ TMRS TMRS Primary Government Component Unit Deferred Outflows Deferred Inflows of Resources of Resources Differences between expected and actual economic experience 4,327,431$ -$ Changes in actuarial assumptions 1,780,692 599,001 Difference between projected and actual investment earnings 393,416 2,148,652 Contributions subsequent to the measurement date 1,247,982 - Total 7,749,521$ 2,747,653$ FRRF 51 Deferred Outflows Deferred Inflows of Resources of Resources Differences between expected and actual economic experience 6,932,326$ 871,952$ Changes in actuarial assumptions 1,780,692 2,061,497 Difference between projected and actual investment earnings 5,990,289 2,148,652 Contributions subsequent to the measurement date 6,220,499 - Total 20,923,806$ 5,082,101$ Totals $6,220,499 is reported as deferred outflows of resources related to pensions resulting from contributions subsequent to the measurement date will be recognized as a reduction of the net pension liability for the fiscal year ending September 30, 2025. Other amounts reported as deferred outflows and inflows of resources related to pensions will be recognized in pension expense as follows: TMRS For the Year Ended September 30, Primary Government TMRS Component Unit FRRF 2025 2,159,901$ 18,736$ 1,419,096$ 2026 1,968,084 17,072 1,690,222 2027 3,643,700 31,608 1,825,984 2028 (1,954,824) (16,957) (1,017,158) 2029 - - 37,356 Thereafter - - (201,614) B. Other Post-Employment Benefits TMRS Supplemental Death Benefits Fund Plan Description. The City voluntarily participates in a single-employer other postemployment benefit (OPEB) plan administered by TMRS. The Plan is a group-term life insurance plan known as the Supplemental Death Benefits Fund (SDBF). The Plan is established and administered in accordance with the TMRS Act identically to the City’s pension plan. SDBF includes coverage for both active and retired members, and assets are commingled for the payment of such benefits. Therefore, the Plan does not qualify as an OPEB Trust in accordance with paragraph 4 of GASB Statement No. 75. Benefits Provided. The SDBF provides group-term life insurance to City employees who are active members in TMRS, including or not including retirees. The City Council opted into this program via an ordinance, and may terminate coverage under, and discontinue participation in, the SDBF by adopting an ordinance before November 1 of any year to be effective the following January 1. Payments from this fund are similar to group-term life insurance benefits, and are paid to the designated beneficiaries upon the receipt of an approved application for payment. The death benefit for active employees provides a lump-sum payment approximately equal to the employee’s annual salary (calculated based on the employee’s actual earnings for the 12-month period preceding the month of death). The death benefit for retirees is considered an other employment benefit and is a fixed amount of $7,500. Membership in the plan at December 31, 2023, the valuation and measurement date, consisted of: Inactive employees or beneficiaries currently receiving benefits 405 Inactive employees entitled to but not yet receiving benefits 26 Active employees 567 Total 998 52 Contributions. The City contributes to the SDBF at a contractually required rate as determined by an annual actuarial valuation, which was 0.45% for 2024 and 0.46% for 2023, of which 0.19% and 0.21%, respectively, represented the retiree-only portion for each year, as a percentage of annual covered payroll. The rate is equal to the cost of providing one-year term life insurance. The funding policy for the SDBF program is to assure that adequate resources are available to meet all death benefit payments for the upcoming year; the intent is not to prefund retiree term life insurance during employees’ entire careers. The City’s contributions to the SDBF for the year ended September 30, 2024 were $90,681 representing contributions for both active and retiree coverage, which equaled the required contributions each year. Total OPEB Liability. The Total OPEB Liability in the December 31, 2023 actuarial valuation was determined using the following actuarial assumptions and inputs: Measurement year ended December 31,2023 Inflation rate 2.50% Discount rate 3.77% Retirees' share of benefit-related costs $0 Administrative expenses All administrative expenses are paid through the Pension Trust and accounted for under reporting requirements under GASB Statement No. 68. Mortality Rates - Service Retirees 2019 Municipal Retirees of Texas Mortality Tables. Male rates are multiplied by 103%and female rates are multiplied by 105%.The rates are projected on a fully generational basis by the most recent Scale MP- 2021 (with immediate convergence). Mortality Rates - Disabled Retirees 2019 Municipal Retirees of Texas Mortality Tables with a 4 year set forward for males and a 3 year set- forward for females.In addition,a 3.5%and 3% minimum mortality rate will be applied to reflect the impairment for younger members who become disabled for males and females,respectively.The rates are projected on a fully generational basis by the most recent Scale MP-2021 (with immediate convergence)to account for future mortality improvements subject to the floor. Changes in assumptions reflect the annual change in the municipal bond rate. The actuarial assumptions used in the December 31, 2023 valuation were based on the results of an actuarial experience study for the period ending December 31, 2023. Discount Rate. The SDBF program is treated as an unfunded OPEB plan because the SDBF trust covers both actives and retirees and the assets are not segregated for these groups. As such, a single discount rate of 3.77% was used to measure the total OPEB liability. Because the plan is essentially a “pay-as-you-go” plan, the single discount rate is equal to the prevailing municipal bond rate. The source of the municipal bond rate was fixed-income municipal bonds with 20 years to maturity that include only federally tax- exempt municipal bonds as reported in Fidelity Index’s “20-year Municipal GO AA Index” as of December 31, 2023. Discount Rate Sensitivity Analysis. The following schedule shows the impact of the total OPEB liability if the discount rate used was 1% less than and 1% greater than the discount rate that was used (3.77%) in measuring the total OPEB liability. 1% Decrease in 1% Increase in Discount Rate Discount Rate Discount Rate (2.77%)(3.77%)(4.77%) Total SDB OPEB Liability 2,772,484$ 2,364,422$ 2,040,273$ 53 Changes in the Total OPEB Liability. Total City’s Total OPEB Liability (TOL), based on the above actuarial factors, as of December 31, 2023, the measurement and actuarial valuation date, was calculated as follows: Total OPEB Liability Balance at 12/31/2022 2,194,404$ Changes for the year: Service cost 59,088 Interest 88,137 Difference between expected and actual experience (3,600) Changes of assumptions or other inputs 121,842 Benefit payments, including refunds of employee contributions (95,449) Net changes 170,018 Balance at 12/31/2023 2,364,422$ Changes in assumptions and other inputs reflect a change in the discount rate from 4.05% to 3.77%. OPEB Expense and Deferred Inflows and Outflows of Resources Related to OPEB. For the year ended September 30, 2024, the City recognized OPEB expense of $70,678. Also, as of September 30, 2024, the City reported deferred outflows and inflows of resources related to the TMRS OPEB from the following sources: Deferred Outflows Deferred Inflows of Resources of Resources Differences between expected and actual economic experience 71,980$ 113,393$ Changes in actuarial assumptions 255,950 620,248 Contributions subsequent to the measurement date 64,402 - Total 392,332$ 733,641$ $64,402 reported as deferred outflows of resources related to OPEB resulting from contributions subsequent to the measurement date will be recognized as a reduction of the Total OPEB liability for the year ending September 30, 2025. Other amounts reported as deferred outflows and inflows of resources related to the TMRS OPEB will be recognized in OPEB expense in future periods as follows: For the Year Ended September 30, 2025 (92,873)$ 2026 (132,998) 2027 (144,842) 2028 (42,318) 2029 7,320 Retiree Health Other Post-Employment Benefit Plan Program Description . In addition to pension benefits, the City makes available healthcare benefits to all employees who retire from the City and who are eligible to receive benefits from a City sponsored retirement program (Texas Municipal Retirement System or the Port Arthur Firemen’s Relief and Retirement Fund) through a single-employer defined benefit healthcare plan. This Program provides lifetime health insurance for eligible retirees, their spouses and dependents through the City's group health insurance plan, which covers both active and retired participants. Benefit provisions are established by management. 54 Employees retiring on or before December 31, 2010 are allowed to remain in the health insurance plan at approximately 30% of the expected under age 65 cost or approximately 75% of the expected over age 65 and over costs. These costs (a.k.a. retiree contribution rates) are calculated separately for retirees not eligible for Medicare (under age 65) and retirees eligible for Medicare (age 65 and over). Employees retiring on or after January 1, 2011 contribute a tiered percentage of the retiree contribution rates based upon their years of City service at retirement. The percentage ranges from 50% for retirees with at least 30 years of City service to 100% for retirees with less than 20 years of City service. Employees hired on or after November 1, 2010 are required to contribute 100% of the retiree contribution rates upon retirement. The City’s group health insurance plan does not issue a stand-alone financial report. Funding Policy. The gross premium rates effective November 1, 2014 were $956 per month for retirees under the age of 65 and $491 per month for those 65 and older. Current retirees age 65 and older contribute $188 per month effective November 1, 2014 or approximately 75% of the expected cost. Current retirees under the age of 65 contribute $238 per month effective November 1, 2014 or approximately 30% of their expected cost. Those who retire on or after January 1, 2011 contribute a percentage ranging approximately from 50% to 100% of their expected costs. Effective November 1, 2014, the expected cost was $260 per month for retirees age 65 and over and ranged from $439 to $875 per month for retirees under age 65. Retirees hired on or after November 1, 2010 contribute $875 per month. Costs for retiree spouses and dependents are also similarly subsidized, in part, by the City. For fiscal year 2014, the City financed this program on a pay-as-you-go basis. As of September 30, 2024 the City had 224 retirees participating in this plan. General funds have been used in prior years to liquidate the net other postemployment benefit obligation. Actuarial valuations on an ongoing plan involve estimates of the value of reported amounts and assumptions about the probability of occurrence of events far into the future. Examples include assumptions about future employment, mortality, and the healthcare cost trend. Amounts determined regarding the funded status of the plan and the annual required contributions of the employer are subject to continual revision as actual results are compared with past expectations and new estimates are made about the future. The schedule of funding progress, presented as required supplementary information following the notes to the financial statements, presents multiyear trend information that shows whether the actuarial value of plan assets is increasing or decreasing over time relative to the actuarial accrued liabilities for benefits. Actuarial Methods and Assumptions. Projections of benefits for financial reporting purposes are based on the substantive plan (the plan as understood by the employer and plan members) and include the types of benefits provided at the time of each valuation and the historical pattern of sharing of benefit costs between the employer and plan members to that point. The actuarial methods and assumptions used include techniques that are designed to reduce short-term volatility in actuarial accrued liabilities and the actuarial value of assets, consistent with the long-term perspective of the calculations. At December 31, 2023, the following employees were covered by the benefit terms: Inactive employees or beneficiaries currently receiving benefits 116 Active employees 224 Total 340 Net OPEB Liability. The net OPEB liability of $8,799,569 was measured as of December 31, 2023, and the Total OPEB liability used to calculate net OPEB liability was determined by an actuarial valuation as of December 31, 2023. 55 Actuarial assumptions and methods. The net OPEB liability in the December 31, 2023 actuarial valuation was determined using the following actuarial assumptions and other inputs, applied to all periods included in the measurement, unless otherwise specified: Valuation date December 31, 2023 Actuarial cost method Individual entry age normal Discount rate 6.50% as of December 31, 2023 Inflation 2.50% Salary increases TMRS: 3.60% to 11.85%, including inflation FRRF: 2.75% to 7.89%, including inflation Demographic assumptions TMRS:Based on the experience study covering the four-year period ending December 31,2022 as conducted for the Texas Municipal Retirement System (TMRS) FRRF:Based on the December 31,2023 pension actuarial valuation report. Mortality TMRS:For healthy retirees,the gender-distinct 2019 Municipal Retirees of Texas mortality tables are used.The rates are projected on a fully generational basis using the ultimate mortality improvement rates in the MP tables published through 2019 to account for future mortality improvements. FRRF:The PubS-2010 for employees and retirees, projected for mortality improvement generationally using the projection scale MP-2019, with separate Healthcare trend rates Pre-65:Initial rates of 7.10%declining to ultimate rates of 4.25% after 14 years. Post-65:Initial rates of 5.00%declining to ultimate rates of 4.25% after 8 years. Participation rates In addition to the rates below,90%of members retiring after the age of 65 (regardless of service) are assumed to participate in the City's Medicare Advantage plan.For members retiring with coverage prior to age 65,10%are assumed to discontinue coverage at age 65. Years of Participation Spousal Service Assumption Coverage <20 0%0% 20 - 24 30%0% 25 -29 45%10% 30+60%35% Single Discount Rate. Projected benefit payments are required to be discounted to their actuarial present values using a Single Discount Rate that reflects (1) a long-term expected rate of return on OPEB plan investments (to the extent that the plan’s fiduciary net position is projected to be sufficient to pay benefits), and (2) tax-exempt municipal bond rate based on an index of 20-year general obligation bonds with an average AA credit rating as of the measurement date (to the extent that the contributions for use with the long-term expected rate of return are not met). For the purpose of this valuation, the expected rate of return on OPEB plan investments is 6.50%; the municipal bond rate is 2.00% (based on the daily rate closest to but not later than the measurement date of the Fidelity “20-Year Municipal GO AA Index”); and the resulting Single Discount Rate is 6.50%. 56 Changes in the Net OPEB Liability. Total OPEB Plan Fiduciary Net OPEB Liability Net Position Liability (a)(b)(a)-(b) Balance at 12/31/2022 12,072,055$ 4,050,487$ 8,021,568$ Changes for the year: Service cost 184,084 - 184,084 Interest 794,925 - 794,925 Difference between expected and actual experience (534,847) - (534,847) Change in assumptions 761,651 - 761,651 Contributions - employer - (131,023) 131,023 Net investment income - 583,565 (583,565) Benefit payments 131,023 131,023 - Administrative expense - (24,730) 24,730 Net changes 1,336,836 558,835 778,001 Balance at 12/31/2023 13,408,891$ 4,609,322$ 8,799,569$ Increase (Decease) Sensitivity of the net OPEB liability to changes in discount rates. The following presents the plan’s net OPEB liability, calculated using a discount rate of 6.50%, as well as what the plan’s net OPEB liability would be if it were calculated using a discount rate that is one percent lower or one percent higher: 1% Decrease in 1% Increase in Discount Rate Discount Rate Discount Rate (5.50%)(6.50%)(7.50%) Total OPEB liability - retiree health 10,116,934$ 8,799,569$ 7,660,727$ Sensitivity of the net OPEB liability to changes in the healthcare cost trend rates. The following presents the plan’s net OPEB liability, calculated using the assumed trend rates as well as what the plan’s net OPEB liability would be if it were calculated using a trend rate that is one percent lower or one percent higher: Current Healthcare Cost 1% Decrease Trend Rate Assumption 1% Increase Total OPEB liability - retiree health 7,636,373$ 8,799,569$ 10,166,354$ OPEB Expense and Deferred Outflows of Resources and Deferred Inflows of Resources Related to OPEB. For the year ended September 30, 2024, the City recognized OPEB expense of $450,931. At September 30, 2024, the City reported deferred outflows of resources and deferred inflows of resources related to OPEB from the following sources: Deferred Outflows Deferred Inflows of Resources of Resources Differences between expected and actual economic experience 589,018$ 1,636,941$ Changes in actuarial assumptions 722,398 - Difference between projected and actual investment earnings 210,215 - Contributions subsequent to the measurement date 2,100,188 - Total 3,621,819$ 1,636,941$ The $2,100,188 reported as deferred outflows of resources related to OPEB resulting from City contributions subsequent to the measurement date will be recognized as a reduction of the OPEB liability in the year ending September 30, 2025. 57 Amounts currently reported as deferred outflows of resources and deferred inflows of resources related to OPEB, excluding contributions subsequent to the measurement date, will be recognized in OPEB expense as follows: For the Year Ended September 30, 2025 (205,799)$ 2026 (63,263) 2027 184,415 2028 (30,663) C. Risk Management The City is exposed to various risks of loss related to torts; theft of, damage to and destruction of assets; errors and omissions; and natural disasters for which the City maintains a limited risk management program. Claims in excess of the self-insured retention amounts are covered through third-party limited- coverage insurance policies. The City also maintains a limited risk management program for workers’ compensation. Premiums are paid into the Employee Benefit Fund and the General Liability Fund by all other funds and are available to pay claims, claim reserves and administrative costs, and insurance premiums. These inter-fund premiums are recorded as revenue in the Employee Benefit Fund and the General Liability Fund as they are Internal Service Funds. Liabilities are reported when it is probable that a loss has occurred and the amount of the loss can be reasonably estimated. General Workers' Liability Compensation Total Estimated liability at 9/30/2023 313,653$ 623,769$ 937,422$ Fiscal year 2024 claims incurred 3,400,001 376,819 3,776,820 Fiscal year 2024 claims paid (3,484,425) (590,985) (4,075,410) Estimated liability at 9/30/2024 229,229$ 409,603$ 638,832$ Liabilities include an amount for claims that have been incurred but not reported (IBNRs). The result of the process to estimate the claims liability is not an exact amount as it depends on many complex factors, such as inflation, changes in legal doctrines, and damage awards. Accordingly claims are reevaluated periodically to consider the effects of inflation, recent claims trends (including frequency and amount of pay-outs), and other economic and social factors. The estimate of claims liability also includes amounts for incremental claim adjustment expenses related to specific claims and other claim adjustment expenses regardless of whether allocated to specific claims. Estimated recoveries, for example from salvage or subrogation, are another component of the claims liability estimate. An excess coverage insurance policy covers claims in excess of $300,000. Settlements have not exceeded coverages for each of the past three fiscal years. D. Contingent Liabilities The City is defendant in various lawsuits arising in the ordinary course of its municipal and enterprise activities. In the opinion of City management, the outcome of all pending litigation will not materially affect the financial position of the City. Amounts received or receivable from grantor agencies are subject to audit and adjustment by grantor agencies, principally the federal government. Any disallowed claims, including amounts already collected, may constitute a liability of the applicable funds. The amount, if any, of expenditures which may be disallowed by the grantor cannot be determined at this time although the City expects such amounts, if any, to be immaterial. 58 E. Tax Abatements The City enters into economic development agreements to provide financial incentives for the purposes of stimulating the local economic development and business and commercial activity in the City. These agreements are authorized under Chapter 380 of the Texas Local Government Code. The City has entered into one (1) Chapter 380 agreement that calls for rebates of all increases in property taxes on the improvement of the assessed values for 8 years. Also, The City has entered into two (2) Chapter 380 agreements that call for reimbursement of 100% of the City sales tax over a ten year period. The City abated a total of $8,061 under these agreements during fiscal year 2024. The City enters into industrial agreements to collect payments in lieu of taxes with companies located outside the city limits in our Extra Territorial Jurisdiction or ETJ. These agreements are made under the authority of Section 42.044 of the Texas Local Government Code. The agreements range from 2 - 14 years whereby they make payments based on a range of the appraised value. In return, the companies provide economic benefits for the City’s ETJ per the terms of the agreement. For fiscal year 2024, the City abated property taxes of $4.99 million. F. Landfill Closure and Post-closure Care Costs State and federal laws and regulations require that the City place a final cover on its landfill when closed and perform certain maintenance and monitoring functions at the landfill site for thirty years after closure. In addition to operating expenses related to current activities of the landfill, an expense provision and related liability are being recognized based on the future closure and post-closure care costs that will be incurred near or after the date the landfill no longer accepts waste. The recognition of these landfill closure and post- closure care costs is based on the amount of the landfill used during the year. The estimated liability for landfill closure and post-closure care cost has a balance of $5,538,870 as of September 30, 2024, which is based on 36.58% usage (filled) of the landfill. It is estimated that an additional $9,634,600 will be recognized as closure and post-closure care expenses between the date of the balance sheet and the date the landfill is expected to be filled to capacity (2035). The estimated total cost of the landfill closure and post-closure care is $15,191,326 based on the amount that would be paid if all equipment, facilities, and services required to close, monitor, and maintain the landfill were acquired as of September 30, 2024. However, the actual cost of closure and post-closure care may be higher due to inflation, changes in technology, or changes in landfill laws and regulations. The City was required by state and federal laws and regulations to meet financial assurance regulations by April 9, 1997, with updates annually. The City met these requirements and is in full compliance with the financial assurance requirement. G. Deficit Fund Balance/Net Position The Transit System, FEMA, and Hazard Mitigation Grant special revenue funds had deficit fund balances of $3,257,604, $523,573, and $15,459,625 respectively. The City will eliminate these deficits through federal grant receipts in the next fiscal year. If there are not sufficient grant receipts to reimburse expenses incurred in these funds, then the General Fund will be responsible for them. The Solid Waste proprietary fund had a deficit net position of $5,483,565. The City will focus on addressing the current deficit through income adjustments and best management practices which will help improve overall operations and performance outcomes. There are plans to increase revenues through changes to the existing rate structure for residential and commercial garbage/debris collection, as well as changes to the fee structure method at the Landfill from charging customers on a scale rate versus a volume rate. Increased revenues along with conservative spending will eliminate the deficit net position over time. 59 H. Accounting Changes and Error Corrections In accordance with GASB 100, accounting changes and error corrections for the year are reported as follows: Error Corrections. For Fiscal Year 2024, the City reported one error correction: 1) Leases previously not adopted and recognized per the GASB 87 guidance in prior periods were corrected as part of an adjustment to beginning net position in the Equipment Replacement Internal Service Fund. A beginning lease liability balance of $1,414,923 for fiscal year 2024 was recognized as part of this error correction. Changes within the Financial Reporting Entity. For Fiscal Year 2024, the City reported changes in its financial reporting entity: 2) The Transit System fund was previously reported as a major governmental fund and is now reported as a non-major fund. The change is classification is required based on quantitative factors. 3) The Debt Service fund and the Hazard Mitigation special revenue fund were previously reported as non-major governmental funds and are now reported as major funds. The change is classification is required based on quantitative factors. 4) The CDBG Disaster Recovery Program was previously a non-major governmental fund and combined with the Hazard Mitigation special revenue fund for qualitative reasons as expenditures for both grant programs are part of the same capital projects. The effect of the restatements of net position and fund balance due to the changes described above is shown below: Government-Wide Governmental Activities CDBG Disaster Recovery Fund Debt Service Fund Transit System Fund Hazard Mitigation Fund Nonmajor Governmental Beginning Fund Balance or Net Position, as previously reported 127,476,309$ -$ -$ (2,845,715)$ -$ 15,059,080$ Change from major to nonmajor fund - - - 2,845,715 - (2,845,715) Change from nonmajor to major fund - (765,760) 18,173,066 (3,897,934) (13,509,372) Error correction (1)(1,414,923) - - - - - Beginning Fund Balance or Net Position, as restated 126,061,386$ (765,760)$ 18,173,066$ -$ (3,897,934)$ (1,296,007)$ Reporting Units Affected by Restatements of Beginning Balances Governmental Funds I. New Accounting Standards Significant new accounting standards issued by the Governmental Accounting Standards Board (GASB) not yet implemented by the City include the following: GASB Statement No. 101, Compensated Absences – The objective of this Statement is to better meet the information needs of financial statement users by updating the recognition and measurement guidance for compensated absences. That objective is achieved by aligning the recognition and measurement guidance under a unified model and by amending certain previously required disclosures. This Statement will become effective for reporting periods beginning after December 15, 2023, and the impact has not yet been determined. GASB Statement No. 102, Certain Risk Disclosures – The objective of this Statement is to provide users of government financial statements with information about risks related to a government’s vulnerabilities due to certain concentrations or constraints that is essential to their analyses for making decisions or assessing accountability. This Statement will become effective for reporting periods beginning after June 15, 2024, and the impact has not yet been determined. 60 GASB Statement No. 103, Financial Reporting Model Improvements – The objective of this Statement is to improve key components of the financial reporting model to enhance its effectiveness in providing information that is essential for decision making and assessing a government’s accountability. This Statement also addresses certain application issues. This Statement will become effective for reporting periods beginning after June 15, 2025, and the impact has not yet been determined. GASB Statement No. 104, Disclosure of Certain Capital Assets – The objective of this Statement is to provide users of government financial statements with essential information about certain types of capital assets. This Statement requires certain types of capital assets to be presented separately in the note disclosures, including right-to-use assets related to leases, Subscription-Based Information Technology Arrangements, and public-private or public-public partnerships. Other intangible assets are also required to be presented separately by major class. Additional disclosures have also been required for capital assets held for sale. This Statement will become effective for reporting periods beginning after June 15, 2025, and the impact has not yet been determined. THIS PAGE LEFT BLANK INTENTIONALLY REQUIRED SUPPLEMENTARY INFORMATION Variance With Final Budget Positive Original Final Actual (Negative) REVENUES Property taxes 16,326,500$ 16,326,500$ 16,119,284$ (207,216)$ Industrial district payments 30,000,000 30,000,000 30,604,396 604,396 Franchise fees 10,680,000 10,680,000 11,461,218 781,218 Sales taxes 15,063,000 15,063,000 15,895,046 832,046 Licenses and permits 837,950 837,950 629,889 (208,061) Charges for services 541,850 541,850 1,300,972 759,122 Fines and forfeitures 516,100 516,100 90 (516,010) Intergovernmental 19,313 (59,695) 124,011 183,706 Investment earnings 2,237,600 2,237,600 1,344,304 (893,296) Miscellaneous 317,000 389,000 1,787,824 1,398,824 Total Revenues 76,539,313 76,532,305 79,267,034 2,734,729 EXPENDITURES General government: Administration 2,531,854 2,726,854 2,352,396 374,458 City attorney 1,600,699 1,600,699 1,511,005 89,694 City secretary 1,677,437 1,677,437 1,694,550 (17,113) Development services 7,412,246 7,412,247 6,498,635 913,612 Finance 2,997,907 3,117,907 2,787,561 330,346 Human resources 938,747 938,747 733,967 204,780 Information technology 2,637,812 2,637,812 2,083,668 554,144 Total General Government 19,796,702 20,111,703 17,661,782 2,449,921 Culture and recreation: Library 1,460,854 1,460,854 1,389,429 71,425 Parks and recreation 3,755,365 3,770,365 3,097,213 673,152 Civic center 1,486,677 1,424,722 1,130,218 294,504 Total Culture and Recreation 6,702,896 6,655,941 5,616,860 1,039,081 Public safety: Fire 15,847,587 16,165,627 16,572,102 (406,475) Police 21,146,069 21,157,599 20,043,631 1,113,968 Total Public Safety 36,993,656 37,323,226 36,615,733 707,493 Health and welfare:Health and welfare 1,879,486 1,900,759 1,957,266 (56,507) Total Health and Welfare 1,879,486 1,900,759 1,957,266 (56,507) Public works:Public works 9,611,372 9,632,877 8,202,615 1,430,262 Total Public Works 9,611,372 9,632,877 8,202,615 1,430,262 Capital outlay 1,879,486 1,900,759 1,474,601 426,158 Total Expenditures 76,863,598 77,525,265 71,528,857 5,996,408 Excess of revenues over expenditures (324,285) (992,960) 7,738,177 8,731,137 OTHER FINANCING SOURCES (USES) Proceeds from sale of capital assets 106,000 106,000 791,050 685,050 Insurance proceeds - 13,152 163,427 150,275 Transfers in 2,916,304 2,916,304 2,970,872 54,568 Transfers out (10,497,750) (10,439,709) (16,268,478) (5,828,769) Total Other Financing Sources (Uses)(7,475,446) (7,404,253) (12,343,129) (4,938,876) NET CHANGE IN FUND BALANCE (7,799,731) (8,397,213) (4,604,952) 3,792,261 FUND BALANCE - BEGINNING 30,267,641 30,267,641 30,267,641 - FUND BALANCE - ENDING 22,467,910$ 21,870,428$ 25,662,689$ 3,792,261$ Budgeted Amounts CITY OF PORT ARTHUR, TEXAS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE BUDGET AND ACTUAL GENERAL FUND FOR THE YEAR ENDED SEPTEMBER 30, 2024 61 62 CITY OF PORT ARTHUR, TEXAS NOTES TO BUDGETARY SCHEDULES SEPTEMBER 30, 2024 Budgetary Information - Annual budgets are adopted on a basis consistent with generally accepted accounting principles (GAAP) for the following governmental fund types of the primary government: the General Fund, the Transit System Fund, the Debt Service Fund, the Library Special Fund, the Golf Course Fund, Municipal Court Technology Fund, the Police Special Fund, the Disaster Recovery Housing Fund, the Hotel Occupancy Tax Fund, Street Maintenance Fund, Gaming Fund, and Tax Increment Reinvestments Zone. The Capital Projects Fund is budgeted on a project basis, rather than an annual basis. The remaining governmental type funds are not budgeted. Budgets for the Enterprise Funds and the Internal Service Funds are adopted on a basis not consistent with GAAP because the budget presents capital outlays as expenditures and there is no provision for depreciation expense. All operating funds of Port Arthur Section 4A Economic Development Corporation have annual budgets adopted on a basis consistent with GAAP. On or before August 31 of each year the City Manager presents the City Council with a proposed budget for the ensuing fiscal year. The Council holds public hearings and a final budget must be prepared and adopted by September 30. Budgets are appropriated by fund and department. The legal level of control is the department level. The City Council made no significant supplemental budgetary appropriations during the 2024 fiscal year. The City’s department heads may make transfers of appropriations within department line items with the City Manager’s approval. Transfers between departments require the approval of the City Council. Measurement Date December 31,2023 2022 2021 2020 Total pension liability Service cost 5,581,508$ 5,241,604$ 4,949,812$ 5,075,984$ Interest on total pension liability 16,137,230 15,375,920 14,683,422 14,111,349 Difference between expected and actual experience (1,157,838) 3,566,144 2,491,207 476,840 Change of assumptions (1,942,005) - - - Benefit payments/refunds of contributions (13,958,393) (12,191,524) (11,830,682) (10,421,203) Net Change in Total Pension Liability 4,660,502 11,992,144 10,293,759 9,242,970 Total Pension Liability, Beginning 243,258,510 231,266,366 220,972,607 211,729,637 Total Pension Liability, Ending (a)247,919,012$ 243,258,510$ 231,266,366$ 220,972,607$ Plan fiduciary net position Contributions - employer 6,299,637$ 5,836,292$ 5,619,988$ 5,709,509$ Contributions - employee 2,272,601 2,137,685 2,018,683 2,077,684 Net investment income 23,246,381 (16,151,353) 26,027,846 14,278,074 Benefit payments/refunds of contributions (13,958,393) (12,191,524) (11,830,682) (10,421,203) Administrative expenses (148,120) (139,920) (120,514) (92,460) Other (1,037) 166,968 826 (3,608) Net Change in Fiduciary Position 17,711,069 (20,341,852) 21,716,147 11,547,996 Fiduciary Net Position, Beginning 201,167,625 221,509,477 199,793,330 188,245,334 Fiduciary Net Position, Ending (b)218,878,694 201,167,625 221,509,477 199,793,330 Net pension liability = (a)-(b)29,040,318$ 42,090,885$ 9,756,889$ 21,179,277$ Fiduciary Net Position as a Percentage of Total Pension Liability 88.29%82.70%95.78%90.42% Covered Payroll 45,452,023$ 42,753,707$ 40,373,669$ 41,538,329$ Net Pension Liability as a Percentage of Covered Payroll 63.89%98.45%24.17%50.99% CITY OF PORT ARTHUR, TEXAS FOR THE YEAR ENDED SEPTEMBER 30, 2024 TEXAS MUNICIPAL RETIREMENT SYSTEM SCHEDULE OF CHANGES IN NET PENSION LIABILITY AND RELATED RATIOS 63 2019 2018 2017 2016 2015 2014 4,475,825$ 4,203,779$ 4,140,755$ 3,832,803$ 3,639,841$ 3,333,511$ 13,508,310 12,975,268 12,496,121 12,094,723 12,183,981 11,730,055 638,239 392,483 465,297 490,657 (1,521,771) (893,480) 246,869 - - - 185,596 - (10,049,617) (9,571,648) (10,498,757) (10,752,313) (8,167,518) (7,509,671) 8,819,626 7,999,882 6,603,416 5,665,870 6,320,129 6,660,415 202,910,011 194,910,129 188,306,713 182,640,843 176,320,714 169,660,299 211,729,637$ 202,910,011$ 194,910,129$ 188,306,713$ 182,640,843$ 176,320,714$ 5,151,463$ 4,923,938$ 4,715,154$ 4,376,189$ 4,505,501$ 4,490,591$ 1,866,483 1,750,116 1,729,867 1,607,719 1,586,679 1,526,337 25,619,140 (5,210,673) 21,687,979 10,216,426 226,017 8,373,560 (10,049,617) (9,571,648) (10,498,757) (10,752,313) (8,167,518) (7,509,671) (144,841) (100,745) (112,412) (121,605) (144,466) (87,430) (4,352) (5,264) (5,697) - - (7,188) 22,438,276 (8,214,276) 17,516,134 5,326,416 (1,993,787) 6,786,199 165,807,058 174,021,334 156,505,200 151,178,784 153,172,571 146,386,372 188,245,334 165,807,058 174,021,334 156,505,200 151,178,784 153,172,571 23,484,303$ 37,102,953$ 20,888,795$ 31,801,513$ 31,462,059$ 23,148,143$ 88.91%81.71%89.28%83.11%82.77%86.87% 37,329,653$ 35,002,325$ 34,592,775$ 32,154,219$ 31,733,576$ 30,517,749$ 62.91%106.00%60.38%98.90%99.14%75.85% 64 Measurement Date December 31,2023 2022 2021 2020 Total pension liability Service cost 1,544,222$ 1,502,892$ 1,358,902$ 1,319,322$ Interest on total pension liability 5,379,013 5,190,339 5,025,963 4,927,332 Difference between expected and actual experience (1,499,979) - 418,613 - Change of assumptions - - 1,797,510 - Benefit payments/refunds of contributions (4,140,150) (4,050,255) (4,438,973) (5,347,971) Net Change in Total Pension Liability 1,283,106 2,642,976 4,162,015 898,683 Total Pension Liability, Beginning 74,756,101 72,113,125 67,951,110 67,052,427 Total Pension Liability, Ending (a)76,039,207$ 74,756,101$ 72,113,125$ 67,951,110$ Plan fiduciary net position Contributions - employer 1,535,519$ 1,430,034$ 1,427,262$ 1,598,510$ Contributions - employee 1,554,821 1,418,115 1,353,092 1,542,522 Net investment income 7,198,471 (9,922,915) 6,056,575 6,054,747 Benefit payments/refunds of contributions (4,214,092) (4,050,255) (4,594,351) (5,347,971) Administrative expenses (108,480) (59,160) (103,775) (56,747) Net Change in Fiduciary Position 5,966,239 (11,184,181) 4,138,803 3,791,061 Fiduciary Net Position, Beginning 48,657,512 59,841,693 55,702,890 51,911,829 Fiduciary Net Position, Ending (b)54,623,751 48,657,512 59,841,693 55,702,890 Net pension liability = (a)-(b)21,415,456$ 26,098,589$ 12,271,432$ 12,248,220$ Fiduciary Net Position as a Percentage of Total Pension Liability 71.84%65.09%82.98%81.97% Covered Payroll 10,722,898$ 10,243,797$ 10,002,400$ 11,426,089$ Net Pension Liability as a Percentage of Covered Payroll 199.72%254.77%122.68%107.20% CITY OF PORT ARTHUR, TEXAS FOR THE YEAR ENDED SEPTEMBER 30, 2024 FIREMAN'S RETIREMENT AND RELIEF FUND SCHEDULE OF CHANGES IN NET PENSION LIABILITY AND RELATED RATIOS 65 2019 2018 2017 2016 2015 2014 1,604,333$ 1,550,080$ 1,328,109$ 1,277,028$ 1,227,912$ 1,135,274$ 5,040,983 4,880,344 4,726,407 4,570,090 4,538,278 4,361,915 (1,819,353) - 608,357 - (1,688,498) - (1,329,486) - 3,106,451 - 319,715 - (4,105,648) (4,579,981) (3,420,300) (4,468,162) (3,629,578) (3,141,024) (609,171) 1,850,443 6,349,024 1,378,956 767,829 2,356,165 67,661,598 65,811,155 59,462,131 58,083,175 57,315,346 54,959,181 67,052,427$ 67,661,598$ 65,811,155$ 59,462,131$ 58,083,175$ 57,315,346$ 1,337,739$ 1,312,042$ 1,305,185$ 1,144,440$ 1,191,115$ 1,196,979$ 1,285,373 1,216,925 1,220,809 1,129,526 1,071,786 1,040,193 8,708,854 (3,027,141) 6,708,286 2,891,821 (189,839) 3,101,018 (4,105,648) (4,579,981) (3,420,300) (4,468,162) (3,629,578) (3,141,024) (81,634) (45,303) (59,039) (31,893) (59,741) (45,014) 7,144,684 (5,123,458) 5,754,941 665,732 (1,616,257) 2,152,152 44,767,145 49,890,603 44,135,662 43,469,930 45,086,187 42,934,035 51,911,829 44,767,145 49,890,603 44,135,662 43,469,930 45,086,187 15,140,598$ 22,894,453$ 15,920,552$ 15,326,469$ 14,613,245$ 12,229,159$ 77.42%66.16%75.81%74.22%74.84%78.66% 9,521,281$ 9,194,408$ 9,410,130$ 8,257,143$ 8,243,010$ 8,006,548$ 159.02%249.00%169.19%185.61%177.28%152.74% 66 Fiscal Year Ended September 30,2024 2023 2022 2021 Actuarially determined contribution 6,764,458$ 6,223,880$ 5,723,340$ 5,573,847$ Contributions in relation to the actuarially determined contribution 6,764,458 6,223,880 5,723,340 5,573,847 Contribution deficiency (excess)- - - - Covered payroll 46,409,378 45,089,411 41,709,619 40,183,472 Contributions as a percentage of covered payroll 14.58%13.80%13.72%13.87% Valuation Date: Methods and Assumptions Used to Determine Contribution Rates: Actuarial cost method Entry age normal Amortization method Level percentage of payroll, closed Remaining amortization period 22 years (longest amortization ladder)Asset valuation method 10 years smoothed market; 12% soft corridor Inflation 2.50% Salary increases 3.50% to 11.85% including inflation Investment rate of return 6.75% Retirement age Mortality Other information There were no benefit changes during the year. TEXAS MUNICIPAL RETIREMENT SYSTEM SCHEDULE OF EMPLOYER CONTRIBUTIONS CITY OF PORT ARTHUR, TEXAS Experience-based table of rates that are specific to the City's plan of benefits. Last updated for the 2023 valuation pursuant to an experience study of the period 2019-2022. Post-retirement:2019 Municpal Retirees of Texas Mortality Tables. The rates are projected on a fully generational basis with scale UMP. Pre-retirement: PUB(10) mortality tables, with the Public Safety table used for males and the General Employee table used for females. The rates are projected on a fully generational basis with scale UMP. NOTES TO SCHEDULE OF CONTRIBUTIONS Actuarially determined contribution rates are calculated as of December 31st and become effective on January 1st, 13 months and a day later. FOR THE YEAR ENDED SEPTEMBER 30, 2024 67 2020 2019 2018 2017 2016 2015 5,411,236$ 5,213,199$ 4,823,114$ 4,643,439$ 4,599,064$ 4,481,542$ 5,411,236 5,213,199 4,823,114 4,643,439 4,599,064 4,481,542 - - - - - - 39,343,928 36,971,985 34,558,338 34,078,521 33,419,760 31,264,119 13.75%14.10%13.96%13.63%13.76%14.33% NOTES TO SCHEDULE OF CONTRIBUTIONS 68 Fiscal Year Ended September 30,2024 2023 2022 2021 Actuarially determined contribution 1,679,632$ 1,500,959$ 1,416,371$ 1,441,868$ Contributions in relation to the actuarially determined contribution 1,679,632 1,500,959 1,416,371 1,441,868 Contribution deficiency (excess)- - - - Covered payroll 10,722,898 10,243,797 10,002,400 10,175,424 Contributions as a percentage of covered payroll 15.66%14.65%14.16%14.17% Valuation Date: Methods and Assumptions Used to Determine Contribution Rates: Actuarial cost method Amortization method Remaining amortization period Asset valuation method Inflation Salary increases Investment rate of return Retirement age Mortality Other information There were no benefit changes during the year. 5 year smoothed market; 20% fair value corridor 2.75% plus promotion, step and longevity increases that vary by service 7.25%, net of investment-related expenses, including inflation Experience-based table of rates that are specific to the FRRF PubS-2010 (public safety) total dataset tables for employees and for retirees (sex distinct), projected for mortality improvement generationally using the projection scale MP- 2019 CITY OF PORT ARTHUR, TEXAS 19 years 2.75% FOR THE YEAR ENDED SEPTEMBER 30, 2024 FIREMAN'S RETIREMENT AND RELIEF FUND SCHEDULE OF EMPLOYER CONTRIBUTIONS Actuarially determined contribution rates are calculated as of December 31st and become effective on January 1st, 13 months and a day later. NOTES TO SCHEDULE OF CONTRIBUTIONS Entry age normal Level percentage of payroll, closed 69 2020 2019 2018 2017 2016 2015 1,510,658$ 1,326,889$ 1,301,784$ 1,283,320$ 1,159,491$ 1,144,180$ 1,510,658 1,326,889 1,301,784 1,283,320 1,159,491 1,144,180 - - - - - - 10,752,013 9,444,050 9,392,383 9,248,611 8,273,696 7,847,599 14.05%14.05%13.86%13.88%14.01%14.58% 70 Measurement Date December 31,2023 2022 2021 2020 Total OPEB liability Service cost 59,088$ 123,986$ 109,009$ 87,230$ Interest on total OPEB liability 88,137 54,955 59,389 71,411 Differences in actuarial experience (3,600) 114,321 (157,546) (108,570) Change of assumptions 121,842 (985,097) 77,777 366,622 Benefit payments (95,449) (76,957) (80,747) (29,077) Net change in total OPEB liability 170,018 (768,792) 7,882 387,616 Total OPEB liability, beginning 2,194,404 2,963,196 2,955,314 2,567,698 Total OPEB liability, ending (a)2,364,422$ 2,194,404$ 2,963,196$ 2,955,314$ Covered-employee payroll 45,452,023$ 42,753,707$ 40,373,669$ 41,538,329$ Total OPEB liability as a percentage of covered-employee payroll 5.20%5.13%7.34%7.11% Valuation Date: Methods and Assumptions Used to Determine Contribution Rates: Inflation Salary increases Discount rate Administrative expenses Mortality rates - service retirees Mortality rates - disabled retirees Other information 3.50% to 11.85% including inflation 2.50% FOR THE YEAR ENDED SEPTEMBER 30, 2024 Note: 10 years of data is required to be provided in this schedule. As of year-end, all years are not available. Additional years will be added in the future as the information becomes available. Actuarially determined contribution rates are calculated as of December 31st and become effective on January 1st, 13 months and a day later. NOTES TO SCHEDULE CITY OF PORT ARTHUR, TEXAS SCHEDULE OF CHANGES IN TOTAL OTHER POST-EMPLOYMENT BENEFIT LIABILITY AND RELATED RATIOS SUPPLEMENTAL DEATH BENEFITS FUND 3.77% 2019 Municipal Retirees of Texas Mortality Tables. The rates are projected on a fully generational basis with scale UMP. All administrative expenses are paid through the Pension Trust and accounted for under reporting requirements under GASB Statement No. 68. The actuarial assumptions used in the December 31, 2023 valuation were based on the results of an actuarial experience study for the period December 31, 2019 to December 31, 2022. 2019 Municipal Retirees of Texas Mortality Tables with a 4 year setforward for males and a 3 year set-forward for females.In addition, a 3.5% and 3%minimum mortality rate will be applied to reflect the impairment for younger members who become disabled for males and females, respectively. The rates are projected on a fully generational basis by Scale UMP to account for future mortality improvements subject to the floor. 71 2019 2018 2017 59,727$ 59,504$ 51,889$ 84,031 75,670 76,133 (176,781) 15,111 - 378,674 (144,444) 167,992 (26,131) (28,002) (27,674) 319,520 (22,161) 268,340 2,248,178 2,270,339 2,001,999 2,567,698$ 2,248,178$ 2,270,339$ 37,329,653$ 35,002,325$ 34,592,775$ 6.88%6.42%6.56% 3.50% to 11.85% including inflation 72 Measurement Date December 31,2023 2022 2021 2020 Total OPEB liability Service cost 184,084$ 129,127$ 144,667$ 246,403$ Interest on total OPEB liability 794,925 719,313 964,959 928,396 Change of benefit terms - - - - Difference in actuarial experience (534,847) 1,218,662 (3,572,789) 304,837 Change of assumptions 761,651 - 6,072 - Benefit payments 131,023 (1,993,671) (634,940) (1,097,600) Net change in total OPEB liability 1,336,836 73,431 (3,092,031) 382,036 Total OPEB liability, beginning 12,072,055 11,998,624 15,090,655 14,708,619 Total OPEB liability, ending (a)13,408,891$ 12,072,055$ 11,998,624$ 15,090,655$ Plan fiduciary net position Contributions - employer (131,023)$ 1,993,671$ 634,940$ 1,097,600$ Net investment income 583,565 (707,946) 539,641 442,495 Administrative expenses (24,730) (25,127) (26,859) (22,174) Benefit payments 131,023 (1,993,671) (634,940) (1,097,600) Other - - - - Net change in total OPEB liability 558,835 (733,073) 512,782 420,321 Fiduciary Net Position, Beginning 4,050,487 4,783,560 4,270,778 3,850,457 Fiduciary Net Position, Ending (b)4,609,322 4,050,487 4,783,560 4,270,778 Net OPEB liability = (a)-(b)8,799,569$ 8,021,568$ 7,215,064$ 10,819,877$ Covered payroll 18,492,312$ 17,391,509$ 17,171,791$ 20,800,061$ Fiduciary net position as a percentage of total OPEB liability 34.38%33.55%39.87%28.30% Net OPEB liability as a percentage of covered payroll 47.59%46.12%42.02%52.02% SCHEDULE OF CHANGES IN CITY RETIREE HEALTH OTHER POST-EMPLOYMENT BENEFIT CITY OF PORT ARTHUR, TEXAS Note:10 years of data is required to be provided in this schedule.As of year-end,all years are not available. Additional years will be added in the future as the information becomes available. FOR THE YEAR ENDED SEPTEMBER 30, 2024 LIABILITY AND RELATED RATIOS 73 2019 2018 2017 178,983$ 151,894$ 151,894$ 585,138 494,056 503,247 4,275,922 - - 792,683 1,737,800 - 528,643 - - (1,130,775) (861,283) (731,801) 5,230,594 1,522,467 (76,660) 9,478,025 7,955,558 8,032,218 14,708,619$ 9,478,025$ 7,955,558$ 1,130,775$ 861,283$ 1,331,801$ 632,494 (164,971) 404,639 (20,837) (19,989) (18,594) (1,130,775) (861,283) (731,801) - (600,000) - 611,657 (784,960) 986,045 3,238,800 4,023,760 3,037,715 3,850,457 3,238,800 4,023,760 10,858,162$ 6,239,225$ 3,931,798$ 26,822,207$ 23,151,876$ 23,182,377$ 26.18%34.17%50.58% 40.48%26.95%16.96% 74 Valuation Date:December 31, 2021 Methods and Assumptions Used to Determine Contribution Rates: Actuarial cost method Method Individual Entry Age Normal Discount rate 6.50% as of December 31, 2022 Inflation 2.50% Salary increases TMRS: 3.50% to 11.50%, including inflation FRRF: 2.75% to 7.89%, including inflation Demographic assumptions Mortality Participation rates Years of Years of Participation Participation Spousal Service Service Assumption Assumption Coverage < 20 < 20 0%0%0% 20 - 24 20 - 24 30%30%0% 25 - 29 25 - 29 45%45%10% 30 +30 +60%60%355 Health care trend rates TMRS: For healthy retirees,the gender-distinct 2019 Municipal Retirees of Texas mortality tables are used. The rates are projected on a fully generational basis using the ultimate mortality improvement rates in the MP tables published through 2019 to account for future mortality improvements. FRRF:The PubS-2010 for employees and retirees, projected for mortality improvement generationally using the projection scale MP-2019, with separate rates for males and females. In addition to the rates below,90%of members retiring after the age of 65 (regardless of service) are assumed to participate in the City's Medicare Advantage plan. For members retiring with coverage prior to age 65, 10%are assumed to discontinue coverage at age 65. Pre-65: Initial rates of 7.00% declining to ultimate rates of 4.15% after 13 years. Post-65: Initial rates of 5.50% declining to ultimate rates of 4.15% after 12 years. CITY OF PORT ARTHUR, TEXAS SCHEDULE OF CHANGES IN CITY RETIREE HEALTH OTHER POST-EMPLOYMENT BENEFIT LIABILITY AND RELATED RATIOS FOR THE YEAR ENDED SEPTEMBER 30, 2024 NOTES TO SCHEDULE TMRS: Based on the experience study covering the four-year period ending December 31, 2018 as conducted for the Texas Municipal Retirement System (TMRS) FRRF: Based on the December 31, 2021 pension actuarial valuation report. 75 SUPPLEMENTARY INFORMATION Combining Statements and Individual Fund Schedules - Nonmajor Governmental Funds Health Grants Fund – Accounts for grants received from the State of Texas to provide health care services. Library Special Fund -Accounts for donations received by the City's public library. These revenues are set aside for the library's use. Library Grant Fund - Accounts for various State and local grants received by the Public Library. Golf Course Fund - Accounts for funds derived from the operation of the Babe Zaharias public golf course. These funds are designated for improvements to this golf course, and for operations at the Palms on Pleasure Island Course. Municipal Court Technology Fund - Accounts for funds received from a portion of municipal court fines dedicated, by State law, to technology acquisition for the court. CDBG Fund - Accounts for revenues received from the Federal Community Development Block Grant program. CDBG – GLO Fund - Accounts for funds received to cover infrastructure projects for Hurricane Ike disaster recovery. HOME Grant Fund - Accounts for grants received from the federal government, passed through the State of Texas, under the HOME program. TCEQ SEP Fund - Accounts for funds received from industry for Supplemental Environmental Projects (SEP) through the Texas Commission of Environmental Quality (TCEQ). Brown Field Grant Fund - Accounts for funds received for Brown Field inventories, planning, environmental assessments, and community outreach. Job Training Fund - Accounts for funds received from the National Institute of Environmental Health, Katrina and Rita Brown Field Minority Worker Training Program. Revolving Loan Fund - Accounts for the proceeds from repayments of loans made from Community Development Block Grant Funds and City Revolving Loan Fund contributions. These funds are restricted for additional loans to stimulate job development by the small business sector of the City’s economy. FEMA Fund - Accounts for disaster recovery grants received from the Federal Emergency Management Administration (FEMA) for City incurred costs relating to Hurricanes Ike and Harvey. Literacy Support Fund - Accounts for donations received by the Port Arthur Literacy Support Program. Police Special Fund - Accounts for assets seized by the City's police department as the result of drug enforcement arrests. These assets are forfeited to the City to be used to fund specific types of expenditures for the police department. Law Enforcement Grants Fund - Accounts for federal funds received under the Local Law Enforcement Block Grant. (THIS PAGE LEFT BLANK INTENTIONALLY) APPENDIX C FORM OF BOND COUNSEL'S OPINION (THIS PAGE LEFT BLANK INTENTIONALLY) 811 Main Street, Suite 2500 | Houston TX 77002 | T 713-821-7000 | F 713-821-7001 Holland & Knight LLP | www.hklaw.com Anchorage | Atlanta | Austin | Boston | Charlotte | Chicago | Dallas | Denver | Fort Lauderdale | Houston | Jacksonville | Lakeland Los Angeles | Miami | New York | Orlando | Philadelphia | Portland | San Francisco | Stamford | Tallahassee | Tampa | Tysons Washington, D.C. | West Palm Beach #524972217_v1 August 27, 2025 Ladies and Gentlemen: WE HAVE ACTED as bond counsel for the CITY OF PORT ARTHUR, TEXAS (the “City”), in connection with an issue of Certificates described as follows: City of Port Arthur, Texas Combination Tax and Revenue Certificates of Obligation, Series 2025 (the “Certificates”), in the principal amount of $17,675, issuable in fully registered form only, in denominations, dated the date, bearing interest, maturing in the years and amounts, and transferable and exchangeable as set out in the Certificates and in the Ordinance (“Ordinance”) adopted on July 28, 2025 by the City Council of City of Port Arthur, Texas authorizing their issuance. WE HAVE ACTED as bond counsel for the sole purpose of rendering an opinion with respect to the legality and validity of the Certificates under the Constitution and laws of the State of Texas and with respect to the status of the interest on the Certificates under federal income tax law. In such capacity we have examined relevant provisions of the Constitution and laws of the State of Texas; a transcript of certain certified proceedings pertaining to the issuance of the Certificates; certain certifications and representations concerning the use of proceeds of the Certificates, the use of other funds of the City, and other material facts within the knowledge and control of the City, upon which we rely; and certain other customary documents and instruments authorizing and relating to the issuance of the Certificates, including executed Certificates. We have also examined such applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), court decisions, Treasury Regulations, and published rulings of the Internal Revenue Service (the “Service”) as we have deemed relevant. We have not been requested to examine, and have not investigated or verified, any original proceedings, records, data, or other material, but have relied upon the transcript of certified proceedings. We have not assumed any responsibility with respect to the financial condition or capabilities of the City or the disclosure thereof in connection with the sale of the Certificates. Capitalized terms used herein, unless otherwise defined, have the meaning set forth in the Ordinance. BASED ON SUCH EXAMINATION, it is our opinion that: the transcript of certified proceedings evidences complete legal authority for the issuance of the Certificates in full compliance with the Constitution and laws of the State of Texas presently in effect; the Certificates are valid and legally binding Certificates of the City in accordance with the terms and conditions thereof, except to the extent that the enforcement of the rights and remedies of the owners thereof may be limited by laws relating to bankruptcy, insolvency, reorganization, or moratorium or other similar laws affecting the rights of creditors, or the exercise of judicial discretion in accordance with general principles of equity; the Certificates have been authorized in accordance with law; the Certificates and any additional Certificates hereafter issued on a parity therewith are payable from and are secured solely by a pledge of the proceeds of an annual ad valorem tax levied, within the limits prescribed by law, against all taxable property within the boundaries of the City. IT IS FURTHER OUR OPINION that, under existing law: The interest on the Certificates (which is defined to include any original issue discount properly allocable to the holder thereof) is excludable from gross income for federal 2 #524972217_v1 income tax purposes. Moreover, such interest will not be treated as an item of tax preference in computing the federal alternative minimum tax imposed on individuals; however, interest on the Certificates is included in the “adjusted financial statement income” of certain corporations on which the federal alternative minimum tax is imposed under the Code. The opinions expressed in the preceding paragraph are conditioned upon compliance by the City with its covenants relating to certain arbitrage rebate and other tax requirements contained in Section 103 and Part IV of Subchapter B of Chapter 1 of Subtitle A of the Code (including, without limitation, its covenants not to use any proceeds of the Certificates in a manner that would cause the Certificates to be classified as private activity Certificates under Sections 141(a) and 141(d) of the Code and to comply with the requirements contained in Section 148 of the Code), to the extent necessary to preserve the exclusion of interest on the Certificates from gross income for federal income tax purposes. Failure of the City to comply with such requirements could cause the interest on the Certificates to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Certificates. Other provisions of the Code may give rise to adverse federal income tax consequences to particular bondholders. The scope of this opinion is limited to matters addressed above and no opinion is expressed hereby regarding other federal income tax consequences that may arise due to ownership of the Certificates. We express no opinion regarding any state tax consequences of acquiring, carrying, owning or disposing of the Certificates. Owners of the Certificates should consult their tax advisors regarding any state tax consequences of owning the Certificates. In providing such opinions, we have relied on representations of the City, the City’s Financial Advisor and the Underwriter with respect to matters solely within the knowledge of the City, the City’s Financial Advisor, and the Underwriter, respectively, which we have not independently verified. In addition, we have assumed for purposes of this opinion continuing compliance with the covenants in the Ordinance pertaining to those sections of the Code that affect the exclusion from gross income of interest on the Certificates for federal income tax purposes. We have further relied upon the Report regarding the mathematical accuracy of certain computations. In the event that such representations or the Report are determined to be inaccurate or incomplete or the City fails to comply with the foregoing covenants in the Ordinance, interest on the Certificates could become includable in gross income from the date of the original delivery of the Certificates, regardless of the date on which the event causing such inclusion occurs. The opinions set forth above are based on existing law, which is subject to change. Such opinions are further based on our knowledge of facts as of the date hereof. We assume no duty to update or supplement these opinions to reflect any facts or circumstances that may hereafter come to our attention or to reflect any changes in any law that may hereafter occur or become effective. Moreover, our opinions are not a guarantee of result and are not binding on the Service; rather, such opinions represent our legal judgment based upon our review of existing law and in reliance upon the representations and covenants referenced above that we deem relevant to such opinions. Yours very truly, APPENDIX D SPECIMAN MUNICIPAL BOND INSURANCE POLICY (THIS PAGE LEFT BLANK INTENTIONALLY) MUNICIPAL BOND INSURANCE POLICY ISSUER: [NAME OF ISSUER] MEMBER: [NAME OF MEMBER] Policy No: _____ BONDS: $__________ in aggregate principal amount of [NAME OF TRANSACTION] [and maturing on] Effective Date: _________ Risk Premium: $__________ Member Surplus Contribution: $ _________ Total Insurance Payment: $_________ BUILD AMERICA MUTUAL ASSURANCE COMPANY (“BAM”), for consideration received, hereby UNCONDITIONALLY AND IRREVOCABLY agrees to pay to the trustee (the “Trustee”) or paying agent (the “Paying Agent”) for the Bonds named above (as set forth in the documentation providing for the issuance and securing of the Bonds), for the benefit of the Owners or, at the election of BAM, directly to each Owner, subject only to the terms of this Policy (which includes each endorsement hereto), that portion of the principal of and interest on the Bonds that shall become Due for Payment but shall be unpaid by reason of Nonpayment by the Issuer. On the later of the day on which such principal and interest becomes Due for Payment or the first Business Day following the Business Day on which BAM shall have received Notice of Nonpayment, BAM will disburse (but without duplication in the case of duplicate claims for the same Nonpayment) to or for the benefit of each Owner of the Bonds, the face amount of principal of and interest on the Bonds that is then Due for Payment but is then unpaid by reason of Nonpayment by the Issuer, but only upon receipt by BAM, in a form reasonably satisfactory to it, of (a) evidence of the Owner’s right to receive payment of such principal or interest then Due for Payment and (b) evidence, including any appropriate instruments of assignment, that all of the Owner’s rights with respect to payment of such principal or interest that is Due for Payment shall thereupon vest in BAM. A Notice of Nonpayment will be deemed received on a given Business Day if it is received prior to 1:00 p.m. (New York time) on such Business Day; otherwise, it will be deemed received on the next Business Day. If any Notice of Nonpayment received by BAM is incomplete, it shall be deemed not to have been received by BAM for purposes of the preceding sentence, and BAM shall promptly so advise the Trustee, Paying Agent or Owner, as appropriate, any of whom may submit an amended Notice of Nonpayment. Upon disbursement under this Policy in respect of a Bond and to the extent of such payment, BAM shall become the owner of such Bond, any appurtenant coupon to such Bond and right to receipt of payment of principal of or interest on such Bond and shall be fully subrogated to the rights of the Owner, including the Owner’s right to receive payments under such Bond. Payment by BAM either to the Trustee or Paying Agent for the benefit of the Owners, or directly to the Owners, on account of any Nonpayment shall discharge the obligation of BAM under this Policy with respect to said Nonpayment. Except to the extent expressly modified by an endorsement hereto, the following terms shall have the meanings specified for all purposes of this Policy. “Business Day” means any day other than (a) a Saturday or Sunday or (b) a day on which banking institutions in the State of New York or the Insurer’s Fiscal Agent (as defined herein) are authorized or required by law or executive order to remain closed. “Due for Payment” means (a) when referring to the principal of a Bond, payable on the stated maturity date thereof or the date on which the same shall have been duly called for mandatory sinking fund redemption and does not refer to any earlier date on which payment is due by reason of call for redemption (other than by mandatory sinking fund redemption), acceleration or other advancement of maturity (unless BAM shall elect, in its sole discretion, to pay such principal due upon such acceleration together with any accrued interest to the date of acceleration) and (b) when referring to interest on a Bond, payable on the stated date for payment of interest. “Nonpayment” means, in respect of a Bond, the failure of the Issuer to have provided sufficient funds to the Trustee or, if there is no Trustee, to the Paying Agent for payment in full of all principal and interest that is Due for Payment on such Bond. “Nonpayment” shall also include, in respect of a Bond, any payment made to an Owner by or on behalf of the Issuer of principal or interest that is Due for Payment, which payment has been recovered from such Owner pursuant to the United States Bankruptcy Code in accordance with a final, nonappealable order of a court having competent jurisdiction. “Notice” means delivery to BAM of a notice of claim and certificate, by certified mail, email or telecopy as set forth on the attached Schedule or other acceptable electronic delivery, in a form satisfactory to BAM, from and signed by an Owner, the Trustee or the Paying Agent, which notice shall specify (a) the person or entity making the claim, (b) the Policy Number, (c) the claimed amount, (d) payment instructions and (e) the date such claimed amount becomes or became Due for Payment. “Owner” means, in respect of a Bond, the person or entity who, at the time of Nonpayment, is entitled under the terms of such Bond to payment thereof, except that “Owner” shall not include the Issuer, the Member or any other person or entity whose direct or indirect obligation constitutes the underlying security for the Bonds. 2 BAM may appoint a fiscal agent (the “Insurer’s Fiscal Agent”) for purposes of this Policy by giving written notice to the Trustee, the Paying Agent, the Member and the Issuer specifying the name and notice address of the Insurer’s Fiscal Agent. From and after the date of receipt of such notice by the Trustee, the Paying Agent, the Member or the Issuer (a) copies of all notices required to be delivered to BAM pursuant to this Policy shall be simultaneously delivered to the Insurer’s Fiscal Agent and to BAM and shall not be deemed received until received by both and (b) all payments required to be made by BAM under this Policy may be made directly by BAM or by the Insurer’s Fiscal Agent on behalf of BAM. The Insurer’s Fiscal Agent is the agent of BAM only, and the Insurer’s Fiscal Agent shall in no event be liable to the Trustee, Paying Agent or any Owner for any act of the Insurer’s Fiscal Agent or any failure of BAM to deposit or cause to be deposited sufficient funds to make payments due under this Policy. To the fullest extent permitted by applicable law, BAM agrees not to assert, and hereby waives, only for the benefit of each Owner, all rights (whether by counterclaim, setoff or otherwise) and defenses (including, without limitation, the defense of fraud), whether acquired by subrogation, assignment or otherwise, to the extent that such rights and defenses may be available to BAM to avoid payment of its obligations under this Policy in accordance with the express provisions of this Policy. This Policy may not be canceled or revoked. This Policy sets forth in full the undertaking of BAM and shall not be modified, altered or affected by any other agreement or instrument, including any modification or amendment thereto. Except to the extent expressly modified by an endorsement hereto, any premium paid in respect of this Policy is nonrefundable for any reason whatsoever, including payment, or provision being made for payment, of the Bonds prior to maturity. THIS POLICY IS NOT COVERED BY THE PROPERTY/CASUALTY INSURANCE SECURITY FUND SPECIFIED IN ARTICLE 76 OF THE NEW YORK INSURANCE LAW. THIS POLICY IS ISSUED WITHOUT CONTINGENT MUTUAL LIABILITY FOR ASSESSMENT. In witness whereof, BUILD AMERICA MUTUAL ASSURANCE COMPANY has caused this Policy to be executed on its behalf by its Authorized Officer. BUILD AMERICA MUTUAL ASSURANCE COMPANY By: _______________________________________ Authorized Officer 3 Notices (Unless Otherwise Specified by BAM) Email: claims@buildamerica.com Address: 1 World Financial Center, 27th floor 200 Liberty Street New York, New York 10281 Telecopy: 212-962-1524 (attention: Claims) (THIS PAGE LEFT BLANK INTENTIONALLY) Municipal Advisory Services Provided By