ORD 1484 02/11/2025 General Obligation Bonds Series 2025or C/
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"City of Choice”
ORDINANCE NO. 1484
AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF CIBOLO, TEXAS
AUTHORIZING THE ISSUANCE OF "CITY OF CIBOLO, TEXAS GENERAL
OBLIGATION BONDS, SERIES 2025'; LEVYING A CONTINUING DIRECT ANNUAL
AD VALOREM TAX FOR THE PAYMENT OF THE BONDS; PRESCRIBING THE
FORM, TERMS, CONDITIONS, AND RESOLVING OTHER MATTERS INCIDENT AND
RELATED TO THE ISSUANCE, SALE, AND DELIVERY OF THE BONDS, INCLUDING
THE APPROVAL AND DISTRIBUTION OF THE OFFICIAL STATEMENT
PERTAINING THERETO; AUTHORIZING THE EXECUTION OF A PAYING
AGENT/REGISTRAR AGREEMENT AND AN OFFICL4,L BID FORM; COMPLYING
WITH THE PROVISIONS OF THE DEPOSITORY TRUST COMPANY'S LETTER OF
REPRESENTATIONS; ENACTING OTHER PROVISIONS INCIDENT AND RELATED
TO THE SUBJECT AND PURPOSE OF THIS ORDINANCE; ANDPROVIDING FOR AN
EFFECTIVE DATE
WHEREAS, the City Council (the Governing Body) of the City of Cibolo, Texas (the
Issuer or the City) hereby finds and determines that new money general obligation bonds of the
Issuer in the total principal amount of $ (plus the allocation of a portion of the [net]
reoffering premium in the amount of $ , to aggregate of the hereinafter -
described voter authorization should be issued and sold at this time, being the first installment
of general obligation bonds approved and authorized to be issued at an election held on
November 5, 2024 (the Election), the respective authorized purposes and amounts authorized
to be issued therefor, amounts previously issued, amounts being issued pursuant to this
ordinance, and amounts remaining to be issued from such voted authorizations subsequent to
the date hereof being as follows:
Date
Previously Issued
Bonds Issued
Premium Allocated
Amount
Voted
Pumose
Amount Authorized Bonds
Herein
to Bonds
Unissued
11/05/2024
Animal Shelter
$9,000,000 -
$
$
$
11/05/2024
Public Safety Facility
17.065.000 -
$
$
S
$z6 n• 65.444 -
$
s
a
* Includes the Bonds and certain [net] premium allocations.
WIIEREAS, the Governing Body intends to issue an aggregate principal of
$ in general obligation bonds the proceeds of which will be utilized for the purpose
of: (i) designing, acquiring, constructing, purchasing, renovating, improving, upgrading,
updating, enlarging, demolishing, and equipping an animal shelter, and the purchase of land,
easements, rights-of-way, and other real property interests necessary therefor or incidental
thereto, and completing related landscaping, such bonds to mature serially or otherwise;
(ii) designing, acquiring, constructing, purchasing, renovating, improving, upgrading,
updating, enlarging, demolishing, and equipping a public safety facility and the purchase of
land; easements, rights-of-way, and other real property interests necessary therefor or incidental
thereto, and completing related landscaping; and (iii) payment of the costs of issuance of the
Bonds; and
WHEREAS, the Governing Body has determined that the issuance of general obligation
bonds is in the best interest of the City and its residents; now, therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CIBOLO THAT:
SECTION 1: Authorization - Designation - Principal Amount - Purpose. General
obligation bonds of the Issuer shall be and are hereby authorized to be issued in the aggregate
principal amount of AND N01100 DOLLARS
($ ) to be designated and bear the title "CITY OF CIBOLO, TEXAS GENERAL
OBLIGATION BONDS, SERIES 2025" (the Bonds), for the purpose of (i) designing, acquiring,
constructing, purchasing, renovating, improving, upgrading, updating, enlarging, demolishing, and
equipping an animal shelter, and the purchase of land, easements, rights-of-way, and other real
property interests necessary therefor or incidental thereto, and completing related landscaping,
such bonds to mature serially or otherwise; (ii) designing, acquiring, constructing, purchasing,
renovating, improving, upgrading, updating, enlarging, demolishing, and equipping apublic safety
facility and the purchase of land, easements, rights-of-way, and other real property interests
necessary therefor or incidental thereto, and completing related landscaping; and (iii) payment of
the costs of issuance of the Bonds, pursuant to the authority conferred by the Election and in
conformity with the laws of the State of Texas, particularly Chapters 1251 and 1331, as amended,
Texas Government Code, the Home Rule Charter of the Issuer, this Ordinance adopted by the
Governing Body on February 11, 2025.
SECTION 2: Fully Registered Obligations - Authorized Denominations - Stated Maturities
- Interest Rates — Bond Date. The Bonds shall be issued as fully registered obligations, without
coupons, shall be dated February 1, 2025 (the Bond Date), shall be issued in denominations of
$5,000 or any integral multiple thereof (within a Stated Maturity), shall be lettered "R" and
numbered consecutively from One (1) upward, and principal shall become due and payable on
February 1 in each of the years and in the amounts as described below (the Stated Maturities) and
bear interest at the rates per annum, in accordance with the following schedule:
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Years of Principal Interest
Stated Maturity Amounts M Rates
The Bonds shall bear interest on the unpaid principal amounts from the Closing Date
(anticipated to occur on or about March 12, 2025), or from the most recent Interest Payment Date
(hereinafter defined) to which interest has been paid or duly provided for, to Stated Maturity or
prior redemption, while Outstanding, at the rates per annum shown in the above schedule
(calculated on the basis of a 360 -day year of twelve 30 -day months). Interest on the Bonds shall
be payable February I and August 1 in each year (each, an Interest Payment Date), commencing
February 1, 2026.
SECTION 3: Payment of Bonds - Paying Agent/Registrar. The principal of, premium, if
any, and the interest on the Bonds due and payable by reason of Stated Maturity, redemption, or
otherwise, shall be payable, without exchange or collection charges to the registered owners of the
Bonds (the Holder or Holders), appearing on the Security Register (hereinafter defined)
maintained by the Paying Agent/Registrar (hereinafter defined), in any coin or currency of the
United States of America which at the time of payment is legal tender for the payment of public
and private debts.
The selection and appointment of BOKF, NA, Dallas, Texas (the Paying Agent/Registrar)
to serve as the initial Paying Agent/Registrar for the Bonds is hereby approved and confirmed, and
the Issuer agrees and covenants to cause to be kept and maintained at the corporate trust office of
the Paying Agent/Registrar books and records (the Security Register) for the registration, payment,
and transfer of the Bonds, all as provided herein, in accordance with the terms and provisions of a
Paying Agent/Registrar Agreement, attached hereto in substantially final form as Exhibit A, and
such reasonable rules and regulations as the Paying Agent/Registrar and the Issuer may prescribe.
The Issuer covenants to maintain and provide a Paying Agent/Registrar at all times until the Bonds
are paid and discharged, and any successor Paying Agent/Registrar shall be (i) a national or state
banking institution, or (ii) an association or a corporation organized and doing business under the
laws of the United States or any state, authorized under such laws to exercise trust powers. The
Paying Agent/Registrar shall be subject to supervision or examination by federal or state authority
and shall be authorized by law to serve as a Paying Agent/Registrar.
The Issuer reserves the right to appoint a successor Paying Agent/Registrar upon
providing the previous Paying Agent/Registrar with a certified copy of a resolution or ordinance
terminating such agency. Additionally, the Issuer agrees to promptly cause a written notice of
this substitution to be sent to each Holder by United States mail, first-class postage prepaid,
which notice shall also give the address of the corporate trust office of the successor Paying
Agent/Registrar.
Principal of, premium, if any, and interest on the Bonds, due and payable by reason of
Stated Maturity, redemption, or otherwise, shall be payable only to the Holder whose name
appears on the Security Register (i) on the Record Date (hereinafter defined) for purposes of
paying interest on the Bonds, and (ii) on the date of surrender of the Bonds for purposes of
receiving payment of principal thereof and redemption premium thereon, if any, upon
redemption of the Bonds or at the Bonds' Stated Maturity. The Issuer and the Paying
Agent/Registrar, and any agent of either, shall treat the Holder as the owner of a Bond for
purposes of receiving payment and all other purposes whatsoever, and neither the Issuer nor the
Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary.
Principal of and premium, if any, on the Bonds, shall be payable only upon presentation
and surrender of the Bonds to the Paying Agent/Registrar at its corporate trust office. Interest
on the Bonds shall be paid to the Holder whose name appears in the Security Register at the
close of business on the fifteenth day of the month next preceding each Interest Payment Date
for the Bonds (the Record Date) and shall be paid (i) by check sent on or prior to the appropriate
date of payment by United States mail, first-class postage prepaid, by the Paying
Agent/Registrar, to the address of the Holder appearing in the Security Register, or (ii) by such
other method, acceptable to the Paying Agent/Registrar, requested in writing by the Holder at
the Holder's risk and expense.
If the date for the payment of the principal of, premium, if any, or interest on the Bonds
shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city
where the corporate trust office of the Paying Agent/Registrar is located are authorized by law
or executive order to close, then the date for such payment shall be the next succeeding day
which is not such a day. The payment on such date shall have the same force and effect as if
made on the original date any such payment on the Bonds was due.
In the event of a nonpayment of interest on a scheduled payment date, and for thirty (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. Notice of the Special Record Date and of the scheduled payment date of the past
due interest (the Special Payment Date - which shall be fifteen (15) days after the Special Record
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Date) shall be sent at least five (5) 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 Security
Register at the close of business on the last business day next preceding the date of mailing of such
notice.
SECTION 4: Redemption.
A. Mandatory Redemption of Bonds. The Bonds stated to mature on February 1,
20_, and February 1, 20 are referred to herein as "Term Bonds". The Term Bonds are subject
to mandatory sinking fund redemption prior to its Stated Maturities from money required to be
deposited in the Bond Fund for such purpose and shall be redeemed in part, by lot or other
customary method, at the principal amount thereof plus accrued interest to the date of redemption
in the following principal amounts on in the years as set forth below:
Term Bonds Term Bonds
Stated to Mature Stated to Mature
on February 1.20_ on February 1, 20
PrincipalPrincipal
Year Amount f$1 Year Amount ($1
*Payable at Stated Maturity.
The principal amount of a Term Bond required to be redeemed pursuant to the operation
of such mandatory redemption provisions shall be reduced, at the option of the Issuer, by the
principal amount of any Term Bond of such Stated Maturity which, at least fifty (50) days prior to
the mandatory redemption date (1) shall have been defeased or acquired by the Issuer and delivered
to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the
Paying Agent/Registrar at the request of the Issuer with money in the Bond Fund, or (3) shall have
been redeemed pursuant to the optional redemption provisions set forth below and not theretofore
credited against a mandatory redemption requirement.
B. Optional Redemption of Bonds. The Bonds having Stated Maturities on and after
February 1, 20 shall be subject to redemption prior to Stated Maturity, at the option of the Issuer,
on February 1, 20_, or on any date thereafter, in whole or in part, in principal amounts of $5,000
or any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by
the Paying Agent/Registrar) at the redemption price of par plus accrued interest to the date of
redemption.
C. Exercise of Redemption Option. At least forty-five (45) days prior to a date set for
the redemption of the Bonds (unless a shorter notification period shall be satisfactory to the Paying
Agent/Registrar), the Issuer shall notify the Paying Agent/Registrar of its decision to exercise the
right to redeem the Bonds, the principal amount of each Stated Maturity to be redeemed, and the
date set for the redemption thereof. The decision of the Issuer to exercise the right to redeem the
Bonds shall be entered in the minutes of the Governing Body of the Issuer.
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D. Selection of Bonds for Redemption: If less than all Outstanding Bonds of the same
Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar shall select
at random and by lot the Bonds to be redeemed, provided that if less than the entire principal
amount of a Bond is to be redeemed, the Paying Agent/Registrar shall treat such Bond then subject
to redemption as representing the number of Bonds Outstanding which is obtained by dividing the
principal amount of such Bond by $5,000.
E. Notice of Redemption. Not less than thirty (30) days prior to the redemption date
for the Bonds, the Paying Agent/Registrar shall cause a notice of redemption to be sent by United
States mail, first-class postage prepaid, in the name of the Issuer and at the Issuer's expense, by
the Paying Agent/Registrar to each Holder of a Bond to be redeemed in whole or in part at the
address of the Holder appearing on the Security Register at the time such notice of redemption is
mailed, and any notice of redemption so mailed shall be conclusively presumed to have been duly
given irrespective of whether received by the Holder. This notice may also be published once in a
financial publication, journal, or reporter of general circulation among securities dealers in the City
of New York, New York (including, but not limited to, The Bond Buyer and The Wall Street
Journal), or in the State of Texas (including, but not limited to, The Texas Bond Reporter).
All notices of redemption shall (i) specify the date of redemption for the Bonds, (ii) identify
the Bonds to be redeemed and, in the case of a portion of the principal amount to be redeemed, the
principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state that the Bonds,
or the portion of the principal amount thereof to be redeemed, shall become due and payable on
the redemption date specified, and the interest thereon, or on the portion of the principal amount
thereof to be redeemed, shall cease to accrue from and after the redemption date, and (v) specify
that payment of the redemption price for the Bonds, or the principal amount thereof to be
redeemed, shall be made at the corporate trust office of the Paying Agent/Registrar only upon
presentation and surrender thereof by the Holder.
If a Bond is subject by its terms to redemption and has been called for redemption and
notice of redemption thereof has been duly given as hereinabove provided, such Bond (or the
principal amount thereof to be redeemed) so called for redemption shall become due and payable,
and if money sufficient for the payment of such Bond (or of the principal amount thereof to be
redeemed) at the then applicable redemption price is held for the purpose of such payment by the
Paying Agent/Registrar, then on the redemption date designated in such notice, interest on the
Bonds (or the principal amount thereof to be redeemed) called for redemption shall cease to accrue,
and such Bonds shall not be deemed to be Outstanding
F. Transfer/Exchange of Bonds. Neither the Issuer nor the Paying Agent/Registrar
shall be required to transfer or exchange any Bonds called for redemption, in whole or in part,
during a period beginning forty-five (45) days prior to the redemption date; provided, however,
such limitation shall not be applicable to an exchange by the Holder of the unredeemed balance of
a Bond which is subject to partial redemption.
SECTION 5: Execution - Registration. The Bonds shall be executed on behalf of the Issuer
by its Mayor, or the Mayor Pro Tem of the Governing Body under the seal of the Issuer reproduced
or impressed thereon and attested by the Secretary of the Governing Body. The signature of said
officers on the Bonds may be manual, electronic or facsimile. Bonds bearing the manual or
facsimile signatures of individuals who are or were the proper officers of the Issuer on the Bond
Date shall be deemed to be duly executed on behalf of the Issuer, notwithstanding that such
individuals or either of them shall cease to hold such offices at the time of delivery of the Bonds
to the Purchasers and with respect to Bonds delivered in subsequent exchanges and transfers, all
as authorized and provided in Chapter 1201, as amended, Texas Government Code. Upon payment
for the Initial Bond, the Comptroller or the Paying Agent/Registrar (whichever entity has custody
of the Initial Bond) shall cancel the Initial Bond. Thereupon, the Paying Agent/Registrar shall
deliver to the Depository Trust Company on behalf of such Purchaser one registered definitive
Bond for each year of maturity of the Bond, in the aggregate principal amount of all the Bonds for
such Stated Maturity.
No Bond shall be entitled to any right or benefit under this Order, or be valid or obligatory
for any purpose, unless there appears on such Bond either a certificate of registration substantially
in the form provided in Section 8C, executed by the Comptroller of Public Accounts of Texas or
his duly authorized agent by manual, facsimile, or electronic signature or otherwise, or a certificate
of registration substantially in the form provided in Section 81), executed by the Paying
Agent/Registrar by manual, facsimile, or electronic signature. Either of these certificates upon
any Bond shall be conclusive evidence, and the only evidence required, that such Bond has been
duly certified or registered and delivered.
SECTION 6: Reeistration — Transfer — Exchange of Bonds — Predecessor Bonds. The
Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and
address of every owner of the Bonds or, if appropriate, the nominee thereof. Any Bond may, in
accordance with its terms and the terms hereof, be transferred or exchanged for Bonds of like kind
or of other authorized denominations upon the Security Register by the Holder, in person or by
his/her duly authorized agent, upon surrender of such Bond to the Paying Agent/Registrar for
cancellation, accompanied by a written instrument of transfer or request for exchange duly
executed by the Holder or by his/her duly authorized agent, in form satisfactory to the Paying
Agent/Registrar.
Upon surrender for transfer of any Bond (other than the Initial Bond authorized in
Section 7 hereof) at the corporate trust office of the Paying Agent/Registrar, the Paying
Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees,
one or more new Bonds executed on behalf of, and furnished by, the Issuer of authorized
denomination and having the same Stated Maturity and of a like aggregate principal amount and
interest rate as the Bond or Bonds surrendered for transfer.
At the option of the Holder, Bonds may be exchanged for other Bonds of authorized
denominations and having the same Stated Maturity, bearing the same rate of interest, and of like
aggregate principal amount as the Bonds surrendered for exchange, upon surrender of the Bonds
to be exchanged at the corporate trust office of the Paying Agent/Registrar. Whenever any Bonds
are so surrendered for exchange, the Paying Agent/Registrar shall register and deliver new Bonds
executed on behalf of, and furnished by, the Issuer to the Holder requesting the exchange.
All Bonds issued upon any transfer or exchange of Bonds shall be delivered at the corporate
trust office of the Paying Agent/Registrar, or sent by United States registered mail to the Holder
at his/her request, risk, and expense, and upon the delivery thereof, the same shall be the valid
7
obligations of the Issuer, evidencing the same obligation to pay, and entitled to the same benefits
under this Order, as the Bonds surrendered in such transfer or exchange.
All transfers or exchanges of Bonds pursuant to this Section shall be made without expense
or service charge to the Holder, except as otherwise herein provided, and except that the Paying
Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any
tax or other governmental charges required to be paid with respect to such transfer or exchange.
Bonds canceled by reason of an exchange or transfer pursuant to the provisions hereof are
hereby defined to be Predecessor Bonds, evidencing all or a portion, as the case may be, of the
same debt evidenced by the new Bond or Bonds registered and delivered in the exchange or
transfer therefor. Additionally, the term Predecessor Bonds shall include any Bond registered and
delivered pursuant to Section 16 of this Order in lieu of a mutilated, lost, destroyed, or stolen Bond
which shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen
Bond.
SECTION 7: Initial Bond. The Bonds herein authorized shall be initially issued as a single
fully registered Bond in the aggregate principal amount of $ with principal
installments to become due and payable as provided in Section 2 hereof and numbered T-1 (the
Initial Bond, and the Initial Bond shall be registered in the name of the Purchasers or the designee
thereof, as further described in Section 20 hereof. The Initial Bond shall be the Bond submitted to
the Office of the Attorney General of Texas for approval, certified and registered by the Office of
the Comptroller of Public Accounts of Texas and delivered to the Purchasers. Any time after the
delivery of the Initial Bond, the Paying Agent/Registrar, pursuant to written instructions from the
Purchasers, or the designee thereof, shall cancel the Initial Bond delivered hereunder and exchange
therefor definitive Bonds of like kind and of authorized denominations, Stated Maturities, principal
amounts and bearing applicable interest rates or stated yields, as applicable, and lettered "R" and
numbered consecutively from one (1) upward for transfer and delivery to the Holders named at the
addresses identified therefor; all pursuant to and in accordance with such written instructions from
the Purchasers, or the designee thereof, and such other information and documentation as the
Paying Agent/Registrar may reasonably require.
SECTION 8: Forms.
A. Forms Generally. The Bonds, the Registration Certificate of the Comptroller of
Public Accounts of Texas, the Registration Certificate of Paying Agent/Registrar, and the
Assignment to be printed on each of the Bonds shall be substantially in the forms set forth in this
Section with such appropriate insertions, omissions, substitutions, and other variations as are
permitted or required by this Ordinance and may have such letters, numbers, or other marks of
identification (including identifying numbers and letters of the Committee on Uniform Securities
Identification Procedures of the American Bankers Association) and such legends and
endorsements (including insurance legends, in the event the Bonds, or any Stated Maturities
thereof, are insured, and any reproduction of an opinion of Bond Counsel thereon as may,
consistent herewith, be established by the Issuer or determined by the officers executing such
Bonds as evidenced by their execution thereof. Any portion of the text of any Bond may be set
forth on the reverse thereof, with an appropriate reference thereto on the face of the Bond.
H
The definitive Bonds shall be printed, lithographed, or engraved or produced in any other
similar manner, all as determined by the officers executing the Bonds as evidenced by their
execution thereof, but the Initial Bond submitted to the Attorney General of Texas may be
typewritten or photocopied or otherwise reproduced
[The remainder of this page intentionally left blank]
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G. Form of Definitive Bond.
REGISTERED
NO.
REGISTERED
PRINCIPAL AMOUNT
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF GUADALUPE AND BEXAR
CITY OF CIBOLO, TEXAS
GENERAL OBLIGATION BONDS, SERIES 2025
Bond Date: Interest Rate: Stated Maturity:
February 1, 2025
REGISTERED OWNER:
CUSIP No.:
111•]a1��y
The City of Cibolo, Texas (the Issuer), a body corporate and municipal corporation located
primarily in the County of Guadalupe, State of Texas, for value received, acknowledges itself
indebted to and hereby promises to pay to the order of the Registered Owner named above (the
Holder), or the registered assigns thereof, the Principal Amount specified above on the Stated
Maturity date specified above (or so much as shall not have been paid upon prior redemption) and
to pay interest on the unpaid principal amount hereof from the Bond Date, or from the most recent
Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for,
to the earlier of redemption or to Stated Maturity, at the per annum rate of interest specified above
computed on the basis of a 360 -day year of twelve 30 -day months; such interest being payable on
February 1 and August 1 of each year (each, an Interest Payment Date), commencing February 1,
2026.
Principal and premium, if any, of this Bond shall be payable to the Holder hereof upon
presentation and surrender, at the corporate trust office of the Paying Agent/Registrar executing
the registration certificate appearing hereon, or its successor. Interest shall be payable to the Holder
of this Bond (or one or more Predecessor Bonds, as defined in the Ordinance hereinafter
referenced) whose name appears on the Security Register maintained by the Paying
Agent/Registrar at the close of business on the Record Date, which is the fifteenth day of the month
next preceding each Interest Payment Date. All payments of principal of, premium, if any, and
interest on this Bond shall be in any coin or currency of the United States which at the time of
payment is legal tender for the payment of public and private debts. Interest shall be paid by the
Paying Agent/Registrar by check sent on or before the appropriate date of payment by United
States mail, first-class postage prepaid, to the Holder hereof at the address appearing in the Security
Register or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at
the risk and expense of, the Holder hereof.
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This Bond is one of the series specified in its title issued in the aggregate principal amount
of $ (the Bonds) pursuant to an ordinance adopted by the Governing Body
of the Issuer (the Ordinance), for the purpose of (i) the purposes authorized under the Election;
and (ii) paying the costs of issuance the Bonds in conformity with the Election and laws of the
State of Texas, including Chapters 1251 and 1331, as amended, Texas Government Code. and the
Home Rule Charter of the Issuer.
The Bonds stated to mature on February 1, 20. and February 1, 20_ are referred to
herein as "Term Bonds". The Term Bonds are subject to mandatory sinking fund redemption prior
to its Stated Maturities from money required to be deposited in the Bond Fund for such purpose
and shall be redeemed in part, by lot or other customary method, at the principal amount thereof
plus accrued interest to the date of redemption in the following principal amounts on February 1
in the years as set forth below:
Term Bonds Term Bonds
Stated to Mature Stated to Mature
on February 1, 20 on February 1, 20
Principal Principal
Year Amount ($1 Year Amount ($i
*Payable at Stated Maturity.
The principal amount of a Term Bond required to be redeemed pursuant to the operation
of such mandatory redemption provisions shall be reduced, at the option of the Issuer, by the
principal amount of any Term Bond of such Stated Maturity which, at least fifty (50) days prior to
the mandatory redemption date (1) shall have been defeased or acquired by the Issuer and delivered
to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the
Paying Agent/Registrar at the request of the Issuer with money in the Bond Fund, or (3) shall have
been redeemed pursuant to the optional redemption provisions set forth below and not theretofore
credited against a mandatory redemption requirement.
As stated in the Ordinance, the Bonds stated to mature on and after February 1, 20_ shall
be subject to redemption prior to Stated Maturity, at the option of the Issuer, on February 1, 20_,
or on any date thereafter, in whole or in part, in principal amounts of $5,000 or any integral
multiple thereof (and if within a Stated Maturity selected at random and by lot by the Paying
Agent/Registrar) at the redemption price of par, together with accrued interest to the date of
redemption, and upon thirty (30) days' prior written notice being given by the Paying
Agent/Registrar and subject to the terms and provisions relating thereto contained in the
Ordinance. If this Bond is subject to prior redemption and is of a denomination in excess of $5,000,
portions of the principal sum hereof in installments of $5,000 or any integral multiple thereof may
be redeemed upon the surrender of this Bond to the Paying Agent/Registrar at its corporate trust
office there shall be issued to the Holder hereof, without charge therefor, for the then unredeemed
11
balance of the principal sum hereof, a new Bond or Bonds of like Stated Maturity and interest rate
in any authorized denominations provided by the Ordinance.
If this Bond (or any portion of the principal sum hereof) shall have been duly called for
redemption and notice of such redemption duly given, then upon such redemption date this
Bond (or the portion of the principal sum hereof to be redeemed) shall become due and payable,
and, if money for the payment of the redemption price and the interest accrued on the principal
amount to be redeemed to the date of redemption is held for the purpose of such payment by
the Paying Agent/Registrar, interest shall cease to accrue and be payable thereon from and after
the redemption date on the principal amount scheduled to be redeemed. If this Bond is called
for redemption, in whole or in part, the Issuer or the Paying Agent/Registrar shall not be
required to issue, transfer, or exchange this Bond within forty-five (45) days from the date fixed
for redemption; provided, however, such limitation of transfer shall not be applicable to an
exchange by the Holder of the unredeemed balance of a Bond that is redeemed in part.
The Bonds of this series are payable from the proceeds of an ad valorem tax levied,
within the limitations prescribed by law, upon all taxable property within the Issuer.
Reference is hereby made to the Ordinance, a copy of which is on file in the corporate
trust office of the Paying Agent/Registrar, and to all of the provisions of which the Holder by
his acceptance hereof hereby assents, for definitions of terms; the description of and the nature
and extent of the tax levied for the payment of the Bonds; the terms and conditions relating to
the transfer or exchange of this Bond; the conditions upon which the Ordinance may be
amended or supplemented with or without the consent of the Holders; the rights, duties, and
obligations of the Issuer and the Paying Agent/Registrar; the terms and provisions upon which
this Bond may be redeemed or discharged at or prior to its Stated Maturity and deemed to be
no longer Outstanding thereunder; and for the other terms and provisions thereof. Capitalized
terms used herein have the same meanings assigned to them in the Ordinance.
This Bond, subject to certain limitations contained in the Ordinance, may be transferred
only upon its presentation and surrender at the corporate trust office of the Paying
Agent/Registrar, with the Assignment hereon duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by the
Holder hereof, or his duly authorized agent, and such transfer is noted on the Security Register
by the Paying Agent/Registrar. When a transfer occurs, one or more new fully registered Bonds
of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and
of the same principal amount that remains outstanding will be issued to the designated
transferee or transferees.
The Issuer and the Paying Agent/Registrar, and any agent of either, shall treat the Holder
whose name appears on the Security Register (i) on the Record Date as the owner entitled to
payment of interest hereon, (ii) on the date of surrender of this Bond as the owner entitled to
payment of principal hereof at its Stated Maturity, or redemption, in whole or in part, and (iii) on
any date as the owner for all other purposes, and neither the Issuer nor the Paying
Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. In the event
of nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter, a
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new record date for such interest payment (a Special Record Date) will be established by the
Paying Agent/Registrar, if and when funds for the payment of such interest have been received
from the Issuer. Notice of the Special Record Date and of the scheduled payment date of the
past due interest (the Special Payment Date - which shall be fifteen (15) days after the Special
Record Date) shall be sent at least five (5) business days prior to the Special Record Date by
United States mail, first-class postage prepaid, to the address of each Holder appearing on the
Security Register at the close of business on the last business day next preceding the date of
mailing of such notice.
It is hereby certified, recited, represented, and declared that the Issuer is a duly
organized and legally existing governmental agency under and by virtue of the general laws of
the State of Texas; that the issuance of the Bonds is duly authorized by law; that all acts,
conditions, and things required to exist and be done precedent to and in the issuance of the
Bonds to render the same lawful and valid obligations of the Issuer have been properly done,
have happened, and have been performed in regular and due time, form and manner as required
by the laws of Texas and the Ordinance, and that the Bonds do not exceed any constitutional or
statutory limitations; and that due provision has been made for the payment of the principal of,
premium if any, and interest on the Bonds by the levy of a tax as aforestated. In case any
provision in this Bond or application thereof shall be invalid, illegal, or unenforceable, the
validity, legality, and enforceability of the remaining provisions and applications of this Bond
shall not in any way be affected or impaired thereby. The terms and provisions of this Bond
and the Ordinance shall be construed in accordance with and shall be governed by the laws of
the State of Texas.
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IN WITNESS WHEREOF, the Issuer has caused this Bond to be duly executed under
its official seal.
ATTEST:
City Secretary
(CITY SEAL)
CITY OF CIBOLO, TEXAS
Mayor
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C. *Form of Registration Certificate of Comptroller of Public Accounts to appear on
Initial Bond only.
REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER
OF PUBLIC ACCOUNTS
REGISTER NO.
THE STATE OF TEXAS
I HEREBY CERTIFY that this Bond has been examined, certified as to validity and
approved by the Attorney General of the State of Texas, and duly registered by the Comptroller
of Public Accounts of the State of Texas.
WITNESS my signature and seal of office
Comptroller of Public Accounts
of the State of Texas
(SEAL)
*NOTE TO PRINTER: Do Not Print on Definitive Bonds.
D. *Form of Registration Certificate of Paving Agent/Registrar to appear on Definitive
Bonds only.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Bond has been duly issued under the provisions of the within -mentioned
Ordinance; the Bond or Bonds of the above -entitled and designated series originally delivered
having been approved by the Attorney General of the State of Texas and registered by the
Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar.
Registered this
date:
BOKF, NA, Dallas, Texas, as Paying
Agent/Registrar
By:
Authorized Signature
*NOTE TO PRINTER: Print on Definitive Bonds.
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E. Form of Assignment.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto
(Print or typewrite name, address, and zip code of transferee):
(Social Security or other identifying
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Bond on the books kept for registration thereof,
with full power of substitution in the premises.
DATED:
NOTICE: The signature on this assignment must
correspond with the name of the registered owner as it
appears on the face of the within Bond in every particular.
Signature guaranteed:
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F. Form of Initial Bond. The Initial Bond shall be in the form set forth in subsection
B of this Section, except as follows:
Heading and the first two paragraphs shall be amended to read as follows:
REGISTERED PRINCIPAL AMOUNT
NO. T-1 $
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF GUADALUPE AND BEXAR
CITY OF CIBOLO, TEXAS
GENERAL OBLIGATION BOND, SERIES 2025
Bond Date: Interest Rate: Stated Maturity: CUSIP NO:
February 1, 2025 "As Shown Below" "As Shown Below"
The City of Cibolo, Texas (the Issuer), a body corporate and municipal corporation
located primarily in the County of Guadalupe, State of Texas, for value received, acknowledges
itself indebted to and hereby promises to pay to the order of the Registered Owner named above
(the Holder), or the registered assigns thereof, the Principal Amount specified above on the first
day of February in each of the years and in the Principal Amounts and bearing interest at the
per annum rates in accordance with the following schedule:
Year of Stated Maturity Principal Amount ($1 Interest Rate (%)
(Information to be inserted from schedule in Section 2 hereof).
(or so much thereof as shall not have been paid upon prior redemption) and to pay interest on
the unpaid Principal Amount hereof from the Bond Date or from the most recent Interest
Payment Date (hereinafter defried) to which interest has been paid or duly provided for, to
Stated Maturity or prior redemption, while Outstanding, at the per annum rates of interest
specified above, computed on the basis of a 360 -day year of twelve 30 -day months; such
interest being payable semiannually on February 1 and August 1 of each year (each, an Interest
Payment Date), commencing February 1, 2026.
Principal, and premium, if any, of this Bond shall be payable at its Stated Maturity or
prior redemption, while Outstanding, to the Holder hereof, upon its presentation and surrender,
at the corporate trust office of BOY -F, NA, Dallas, Texas (the Paying Agent/Registrar). Interest
shall be payable to the Holder of this Bond whose name appears on the Security Register
maintained by the Paying Agent/Registrar at the close of business on the Record Date, which
is the fifteenth day of the month next preceding each Interest Payment Date. All payments of
principal of, premium, if any, and interest on this Bond shall be in any coin or currency of the
United States which at the time of payment is legal tender for the payment of public and private
debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the
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appropriate date of payment by United States mail, first-class postage prepaid, to the Holder
hereof at the address appearing in the Security Register or by such other method, acceptable to
the Paying Agent/Registrar, requested by and at the risk and expense of the Holder hereof.
G. Insurance Legend. If bond insurance is obtained by the Purchasers, the Definitive Bonds
and the Initial Bond shall bear an appropriate legend as provided by the insurer.
SECTION 9: Definitions. For all purposes of this Ordinance (as defined below), except
as otherwise expressly provided or unless the context otherwise requires: (i) the terms defined in
this Section have the meanings assigned to them in this Section, certain terms used in Section 36
of this Ordinance have the meanings assigned to them in such Sections, and all such terms, include
the plural as well as the singular; (ii) all references in this Ordinance to designated "Sections" and
other subdivisions are to the designated Sections and other subdivisions of this Ordinance as
originally adopted; and (iii) the words "herein," "hereof," and "hereunder," and other words of
similar import refer to this Ordinance as a whole and not to any particular Section or other
subdivision.
A. The term Authorized Oficial shall mean each of the Mayor, Mayor Pro -Tem, City
Manager, City Secretary, or the Director of Finance (or any successor to any of the aforementioned
persons, or any person serving, or in an interim basis, or in an acting position in the indicated
capacity).
B. The term Bond Fund shall mean the special fund created and established by the
provisions of Section 10 of this Ordinance.
C. The term Bonds shall mean the $ "CITY OF CIBOLO, TEXAS
GENERAL OBLIGATION BONDS, SERIES 2025" authorized by this Ordinance.
D. The term Closing Date shall mean the date of physical delivery of the Initial Bond
in exchange for the payment of the agreed purchase price for the Bonds.
E. The term Debt Service Requirements shall mean, as of any particular date of
computation, with respect to any obligations and with respect to any period, the aggregate of the
amounts to be paid or set aside by the Issuer as of such date or in such period for the payment of
the principal of, premium, if any, and interest (to the extent not capitalized) on such obligations;
assuming, in the case of obligations without a fixed numerical rate, that such obligations bear
interest at the maximum rate permitted by the terms thereof and further assuming in the case of
obligations required to be redeemed or prepaid as to principal prior to Stated Maturity, the principal
amounts thereof will be redeemed prior to Stated Maturity in accordance with the mandatory
redemption provisions applicable thereto.
F. The term Depository shall mean an official depository bank of the Issuer.
G. The term Government Securities shall mean (i) direct noncallable obligations of the
United States, including obligations that are unconditionally guaranteed by, the United States;
(ii) noncallable obligations of an agency or instrumentality of the United States, including
obligations that are unconditionally guaranteed or insured by the agency or instrumentality and
that, on the date the Governing Body of the Issuer adopts or approves the proceedings authorizing
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the issuance of refunding bonds, are rated as to investment quality by a nationally recognized
investment rating firm not less than "AAA" or its equivalent; (iii) noncallable obligations of a state
or an agency or a county, municipality, or other political subdivision of a state that have been
refunded and that, on the date the Governing Body of the Issuer adopts or approves the proceedings
authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally
recognized investment rating firm not less than "AAA" or its equivalent, and (iv) any additional
securities and obligations hereafter authorized by the laws of Texas as eligible for use to
accomplish the discharge of obligations such as the Bonds
H. The term Holder or Holders shall mean the registered owner or owners of the
Bonds appearing on the Security Register maintained by the Paying Agent/Registrar.
I. The term Interest Payment Date shall mean the date interest is payable on the
Bonds, being semiannually on February 1 and August 1 of each year, commencing February 1,
2025, while any of the Bonds remain Outstanding.
J. ' The term Ordinance shall mean this ordinance adopted by the Governing Body of
the Issuer on the date hereof.
K. The term Outstanding shall mean, as of the date of determination, all Bonds issued
and delivered under this Ordinance, except those Bonds canceled by the Paying Agent/Registrar
or delivered to the Paying Agent/Registrar for cancellation; those Bonds for which payment has
been duly provided by the Issuer in accordance with the provisions of Section 18 of this Ordinance;
and those Bonds that have been mutilated, destroyed, lost, or stolen and replacement Bonds have
been registered and delivered in lieu thereof as provided in Section 16 of this Ordinance.
L. The term Purchasers shall mean the initial purchasers of the Bonds named in
Section 20 of this Ordinance.
M. The term Stated Maturity shall mean the annual principal payments of the Bonds
payable on February 1 of each year as set forth in Section 2 of this Ordinance.
SECTION 10: Bond Fund - Investments. For the purpose of paying the principal of,
premium, if any, and interest on the Bonds, at the earlier of redemption or Stated Maturity, there
shall be and is hereby created a special Fund to be designated "CITY OF CIBOLO, TEXAS
GENERAL OBLIGATION BONDS, SERIES 2025, INTEREST AND SINKING FUND" (the
Bond Fund), which Fund shall be kept and maintained at the Issuer's depository bank, and money
deposited in such Fund shall be used for no other purpose and shall be maintained as provided in
Section 17. Authorized Official of the Issuer is hereby authorized and directed to make
withdrawals from the Bond Fund sufficient to pay the principal of and interest on the Bonds as the
same become due and payable, or the purchase price thereof, and shall cause to be transferred to
the Paying Agent/Registrar from money on deposit in the Bond Fund an amount sufficient to pay
the purchase price or the amount of principal, premium, if any, and/or interest stated to mature on
the Bonds, such transfer of funds to the Paying Agent/Registrar to be made in such manner as will
cause immediately available funds to be deposited with the Paying Agent/Registrar on or before
the fifteenth day next preceding each interest and principal payment date for the Bonds.
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Pending the transfer of funds to the Paying Agent/Registrar, money in any fund created
and established pursuant to the provisions of this Ordinance may, at the option of the Issuer, be
placed in time deposits, certificates of deposit, guaranteed investment contracts, or similar
contractual agreements as permitted by the provisions of the Public Funds Investment Act, as
amended, Chapter 2256, Texas Government Code, secured (to the extent not insured by the Federal
Deposit Insurance Corporation) by obligations of the type hereinafter described, or be invested, as
authorized by any law, including investments held in book -entry form, in securities including, but
not limited to, direct obligations of the United States, obligations guaranteed or insured by the
United States, which, in the opinion of the Attorney General of the United States, are backed by
its full faith and credit or represent its general obligations, or invested in indirect obligations of the
United States, including, but not limited to, evidences of indebtedness issued, insured or
guaranteed by such governmental agencies as the Federal Land Banks, Federal Intermediate Credit
Banks, Banks for Cooperatives, Federal Home Loan Banks, Government National Mortgage
Association, Federal Home Loan Mortgage Corporation, Small Business Administration, or
Federal Housing Administration; provided that all such deposits and investments shall be made in
such a manner that the money required to be expended from the Bond Fund will be available at
the proper time or times. All interest and income derived from deposits and investments in any
funds created pursuant to the provisions of this Order shall be credited to, and any losses debited
to, such fund. All such investments shall be sold promptly when necessary to prevent any default
in connection with the Bonds.
SECTION 11: Levy of Taxes - Surplus Bond Proceeds. To provide for the payment of the
Bonds, there is hereby levied, and there shall be annually assessed and collected in due time, form,
and manner, a tax on all taxable property in the Issuer, without legal limit as to rate or amount,
sufficient to pay the principal of, premium, if any, and interest on the Bonds, as the same becomes
due and payable, and such tax hereby levied on each one hundred dollars valuation of taxable
property in the Issuer for the payment of the Bonds shall be at a rate from year to year as will be
ample and sufficient to provide funds each year to pay the principal of, premium, if any, and
interest on the Bonds, while any Bond remains Outstanding, full allowance being made for
delinquencies and costs of collection. The taxes levied, assessed, and collected for and on account
of the Bonds shall be accounted for separate and apart from all other funds of the Issuer and shall
be deposited into the Bond Fund, and such tax hereby levied, and to be assessed and collected
annually, is hereby pledged to the payment of the Bonds.
Accrued interest on the Bonds received from the Purchasers , if any, and any surplus
proceeds, including investment income therefrom, from the sale of the Bonds (which includes
unspent investment income from Bond proceeds) not expended for authorized purposes shall be
deposited into the Bond Fund, and such amounts so deposited shall reduce the sum otherwise
required to be deposited in the Bond Fund from ad valorem taxes.
SECTION 12: Security of Funds. All money on deposit in the Fund for which this
Ordinance makes provision (except any portion thereof as may be at any time properly invested as
provided herein) shall be secured in the manner and to the fullest extent required by the laws of
Texas for the security of public funds, and money on deposit in such Fund shall be used only for
the purposes permitted by this Ordinance.
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SECTION 13: Remedies in Event of Default. In addition to all the rights and remedies
provided by the laws of Texas, the Issuer covenants and agrees particularly that in the event the
Issuer: (i) defaults in the payments to be made to the Bond Fund; or (ii) defaults in the observance
or performance of any other of the covenants, conditions, or obligations set forth in this Ordinance,
the Holders of any of the Bonds shall be entitled to seek a writ of mandamus issued by a court of
proper jurisdiction compelling and requiring the Governing Body of the Issuer and other officers
of the Issuer to observe and perform any covenant, condition, or obligation prescribed in this
Ordinance.
SECTION 14: Notices to Holders - Waiver. Wherever this Ordinance provides for notice
to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and sent by United States mail, first-class postage prepaid, to the address
of each Holder as it appears in the Security Register.
In any case where notice to Holders is given by mail, neither the failure to mail such notice
to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of
such notice with respect to all other Holders. Where this Ordinance provides for notice in any
manner, such notice may be waived in writing by the Holder entitled to receive such notice, either
before or after the event with respect to which such notice is given, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying
Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.
SECTION 15: Cancellation. All Bonds surrendered for payment, redemption, transfer,
exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly canceled
by it and, if surrendered to the Issuer, shall be delivered to the Paying Agent/Registrar and, if not
already canceled, shall be promptly canceled by the Paying Agent/Registrar. The Issuer may at
any time deliver to the Paying Agent/Registrar for cancellation any Bonds previously certified or
registered and delivered which the Issuer may have acquired in any manner whatsoever, and all
Bonds so delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled Bonds
held by the Paying Agent/Registrar shall be destroyed as directed by the Issuer.
SECTION 16: Mutilated - Destroyed - Lost and Stolen Bonds. If (1) any mutilated Bond
is surrendered to the Paying Agent/Registrar, or the Issuer and the Paying Agent/Registrar receive
evidence to their satisfaction of the destruction, loss, or theft of any Bond; and (2) there is delivered
to the Issuer and the Paying Agent/Registrar such security or indemnity as may be required to save
each of them harmless, then, in the absence of notice to the Issuer or the Paying Agent/Registrar
that such Bond has been acquired by a bona fide purchaser, the Issuer shall execute and, upon its
request, the Paying Agent/Registrar shall register and deliver, in exchange for or in lieu of any
such mutilated, destroyed, lost, or stolen Bond, a new Bond of the same Stated Maturity, interest
rate, and of like tenor and principal amount, bearing a number not contemporaneously outstanding.
In case any such mutilated, destroyed, lost, or stolen Bond has become or is about to
become due and payable, the Issuer in its discretion may, instead of issuing a new Bond, pay such
Bond. Upon the issuance of any new Bond, or payment in lieu thereof, under this Section, the
Issuer may require payment by the Holder of a sum sufficient to cover any tax or other
governmental charge imposed in relation thereto and any other expenses or charges (including
21
attorney's fees and the fees and expenses of the Paying Agent/Registrar) connected therewith.
Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen
Bond shall constitute a replacement of the prior obligation of the Issuer, whether or not the
mutilated, destroyed, lost, or stolen Bond shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Bonds.
The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights
and remedies with respect to the replacement and payment of mutilated, destroyed, lost, or. stolen
Bonds.
The provisions of this Section are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement and payment of mutilated, destroyed,
lost or stolen Bonds.
SECTION 17: Covenants Regarding Tax Exemption of Interest on the Bonds.
A. Covenants. The City covenants to take any action necessary to assure, or refrain
from any action which would adversely affect, the treatment of the Bonds as obligations described
in Section 103 of the Internal Revenue Code of 1986, as amended (the Code), the interest on which
is not includable in the "gross income" of the holder for purposes of federal income taxation. In
furtherance thereof, the City covenants as follows:
(1) to take any action to assure that no more than 10% of the proceeds of the
Bonds or the projects financed or refinanced therewith (less amounts deposited to a reserve
fund, if any) are used for any "private business use," as defined in Section 141(b)(6) of the
Code or, if more than 10% of the proceeds of the Bonds or the projects financed or
refinanced therewith are so used, such amounts, whether or not received by the City, with
respect to such private business use, do not, under the terms of this Ordinance or any
underlying arrangement, directly or indirectly, secure or provide for the payment of more
than 10% of the debt service on the Bonds, in contravention of Section 141(b)(2) of the
Code;
(2) to take any action to assure that in the event that the "private business use"
described in subsection (1) hereof exceeds 5 percent (5%) of the proceeds of the Bonds or
the projects financed or refinanced therewith (less amounts deposited into a reserve fund,
if and, if any) then the amount in excess of 5 percent (5%) is used for a "private business
use" which is "related" and not "disproportionate," within the meaning of Section
141(b)(3) of the Code, to the Code, to the governmental use;
(3) to take any action to assure that no amount which is greater than the lesser
of $5,000,000, or 5 percent (5%) of the proceeds of the Bonds (less amounts deposited into
a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than
state or local governmental units, in contravention of Section 141(c) of the Code;
(4) to refrain from taking any action which would otherwise result in the Bonds
being treated as "private activity bonds" within the meaning of Section 141(b) of the Code;
(5) to refrain from taking any action that would result in the Bonds being
"federally guaranteed" within the meaning of Section 149(b) of the Code;
22
(6) to refrain from using any portion of the proceeds of the Bonds, directly or
indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire
investment property (as defined in Section 148(b)(2) of the Code) which produces a
materially higher yield over the term of the Bonds, other than investment property acquired
with -
(a) proceeds of the Bonds invested for a reasonable temporary period of
three years or less or, in the case of a refunding bond, for a period of ninety (90)
days or less until such proceeds are needed for the purpose for which the bonds are
issued,
(b) amounts invested in a bona fide debt service fund, within the
meaning of Section 1.148-1(b) of the Treasury Regulations, and
(c) amounts deposited in any reasonably required reserve or
replacement fund to the extent such amounts do not exceed 10% of the proceeds of
the Bonds;
(7) to otherwise restrict the use of the proceeds of the Bonds or amounts treated
as proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise
contravene the requirements of Section 148 of the. Code (relating to arbitrage);
(8) to refrain from using the proceeds of the Bonds or proceeds of any prior
bonds to pay debt service on another issue more than 90 days after the date of issue of the
Bonds in contravention of the requirements of Section 149(d) of the Code (relating to
advance refundings); and
(9) to pay to the United States of America at least once during each five-year
period (beginning on the date of delivery of the Bonds) an amount that is at least equal to
90% of the "Excess Earnings," within the meaning of Section 148(f) of the Code, and to
pay to the United States, not later than 60 days after the Bonds have been paid in full, 100%
of the amount then required to be paid as a result of Excess Earnings under Section 148(f)
of the Code.
B. Rebate Fund. In order to facilitate compliance with the above covenant (9), a
"Rebate Fund is hereby established by the City for the sole benefit of the United States, and such
fund shall not be subject to the claim of any other person, including without limitation the
bondholders. The Rebate Fund is established for the additional purpose of compliance with
Section 148 of the Code.
C. Proceeds. The City understands that the term "proceeds" includes "disposition
proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred
proceeds (if any) and proceeds of the refunded bonds expended prior to the date of issuance of the
Bonds. It is the understanding of the City that the covenants contained herein are intended to
assure compliance with the Code and any regulations or rulings promulgated by the U.S.
Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter
promulgated which modify or expand provisions of the Code, as applicable to the Bonds, the City
23
will not be required to comply with any covenant contained herein to the extent that such failure
to comply, in the opinion of nationally recognized bond counsel, will not adversely affect the
exemption from federal income taxation of interest on the Bonds under Section 103 of the Code.
In the event that regulations or rulings are hereafter promulgated which impose additional
requirements which are applicable to the Bonds, the City agrees to comply with the additional
requirements to the extent necessary, in the opinion of nationally recognized bond counsel, to
preserve the exemption from federal income taxation of interest on the Bonds under Section 103
of the Code. In furtherance of such intention, the City hereby authorizes and directs any
Authorized Official to execute any documents, certificates or reports required by the Code and to
make such elections, on behalf of the City, which may be permitted by the Code as are consistent
with the purpose for the issuance of the Bonds.
D. Allocation Of, and Limitation On. Exnenditures for the Project. The City covenants
to account for the expenditure of sale proceeds and investment earnings to be used for the purposes
described in Section I of this Ordinance on its books and records in accordance with the
requirements of the Code. The City recognizes that in order for the proceeds to be considered used
for the reimbursement of costs, the proceeds must be allocated to expenditures within 18 months
of the later of the date that (1) the expenditure is made, or (2) the project is completed; but in no
event later than three years after the date on which the original expenditure is paid. The foregoing
notwithstanding, the Issuer recognizes that in order for proceeds to be expended under the Code,
the sale proceeds or investment earnings must be expended no more than 60 days after the earlier
of (1) the fifth anniversary of the delivery of the Bonds, or (2) the date the Bonds are retired. The
City agrees to obtain the advice of nationally-recognized bond counsel if such expenditure fails to
comply with the foregoing to assure that such expenditure will not adversely affect the tax-exempt
status of the Bonds. For purposes hereof, the City shall not be obligated to comply with this
covenant if it obtains an opinion that such failure to comply will not adversely affect the
excludability for federal income tax purposes from gross income of the interest.
E. Disposition of Project. The City covenants that the property constituting the
projects financed or refinanced with the proceeds of the Bonds will not be sold or otherwise
disposed in a transaction resulting in the receipt by the City of cash or other compensation, unless
the City obtains an opinion of nationally-recognized bond counsel that such sale or other
disposition will not adversely affect the tax-exempt status of the Bonds. For purposes of the
foregoing, the portion of the property comprising personal property and disposed in the ordinary
course shall not be treated as a transaction resulting in the receipt of cash or other compensation.
For purposes hereof, the City shall not be obligated to comply with this covenant if it obtains an
opinion that such failure to comply will not adversely affect the excludability for federal income
tax purposes from gross income of the interest.
F. Written Procedures. Unless superseded by another action of the City, to ensure
compliance with the covenants contained herein regarding private business use, remedial actions,
arbitrage and rebate, the City Council hereby adopts and establishes the instructions attached
hereto as Exhibit C as the City's written procedures.
SECTION 18: Satisfaction of Obligation of Issuer. If the Issuer shall pay or cause to be
paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest
on the Bonds, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes
24
levied and all covenants, agreements, and other obligations of the Issuer to the Holders shall
thereupon cease, terminate, and be discharged and satisfied.
Bonds, or any principal amount(s) thereof, shall be deemed to have been paid within the
meaning and with the effect expressed above in this Section when (i) money sufficient to pay
in full such Bonds or the principal amount(s) thereof on or prior to Stated Maturity, together
with all interest due thereon, shall have been irrevocably deposited with and held in trust by the
Paying Agent/Registrar, or an authorized escrow agent, and/or (ii) Government Obligations
shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized
escrow agent, which Government Obligations mature as to principal and interest in such
amounts and at such times as will insure the availability, without reinvestment, of sufficient
money, together with any money deposited therewith, if any, to pay when due the principal of
and interest on such Bonds, or the principal amount(s) thereof, at the Stated Maturity thereof.
In the event of a defeasance of the Bonds, the Issuer shall deliver a certificate from its financial
advisor, the Paying Agent/Registrar, an independent accounting firm, or another qualified third
party concerning the deposit of cash and/or Government Obligations to pay, when due, the
principal of, redemption premium (if any), and interest due on any defeased Bonds. As and to
the extent applicable, if at all, the Issuer covenants that no deposit of money or Government
Obligations will be made under this Section and no use made of any such deposit which would
cause the Bonds to be treated as arbitrage bonds within the meaning of Section 148 of the Code
(as defined in Section 17 hereof).
Any money so deposited with the Paying Agent/Registrar, and all income from
Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow
agent, pursuant to this Section which is not required for the payment of the Bonds, or any
principal amount(s) thereof, or interest thereon with respect to which such money has been so
deposited shall be remitted to the Issuer or deposited as directed by the Issuer. Furthermore,
any money held by the Paying Agent/Registrar for the payment of the principal of and interest
on the Bonds and remaining unclaimed for a period of three (3) years after the Stated Maturity
or applicable redemption date of the Bonds, such money was deposited and is held in trust to
pay shall upon the request of the Issuer be remitted to the Issuer against a written receipt
therefor, subject to the unclaimed property laws of Texas.
Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided
that any determination not to redeem defeased Bonds that is made in conjunction with the payment
arrangements specified in clause (i) or (ii) above shall not be irrevocable, provided that: (1) in the
proceedings providing for such defeasance, the Issuer expressly reserves the right to call the
defeased Bonds for redemption; (2) gives notice of the reservation of that right to the owners of
the defeased Bonds immediately following the defeasance; (3) directs that notice of the
reservation be included in any redemption notices that it authorizes; and (4) at the time of the
redemption, satisfies the conditions of clause (i) or (ii) above with respect to such defeased debt
as though it was being defeased at the time of the exercise of the option to redeem the defeased
Bonds, after taking the redemption into account in determining the sufficiency of the provisions
made for the payment of the defeased Bonds.
SECTION 19: Ordinance a Contract — Amendments — Outstanding Bonds. The Issuer
acknowledges that the covenants and obligations of the Issuer herein contained are a material
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inducement to the purchase of the Bonds. This Ordinance shall constitute a contract with the
Holders from time to time, be binding on the Issuer, and its successors and assigns, and it shall not
be amended or repealed by the Issuer so long as any Bond remains Outstanding except as permitted
in this Section. The Issuer may, without the consent of or notice to any Holders, from time to time
and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders,
including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In
addition, the Issuer may, with the written consent of Holders holding a majority in aggregate
principal amount of the Bonds then Outstanding affected thereby, amend, add to, or rescind any of
the provisions of this Ordinance; provided, however, that, without the consent of all Holders of
Outstanding Bonds, no such amendment, addition, or rescission shall: (1) extend the time or times
of payment of the principal of, premium, if any, and interest on the Bonds, reduce the principal
amount thereof, the redemption price therefor, or the rate of interest thereon, or in any other way
modify the terms of payment of the principal of, premium, if any, or interest on the Bonds; (2) give
any preference to any Bond over any other Bond; or (3) reduce the aggregate principal amount of
Bonds required for consent to any such amendment, addition, or rescission.
SECTION 20: Sale of Bonds at a Competitive Sale — Authorization of Bid Form and
Notice of Sale — Official Statement Approval — Use of Proceeds. The Bonds authorized by this
Order are hereby sold by the City to as the authorized
representative of a group of underwriters at a competitive sale (the Purchasers, having all the
rights, benefits, and obligations of a Holder), in accordance with the provisions of an Official Bid
Form (the Oficial Bid Form), dated , 2025, attached hereto as Exhibit B and
incorporated herein by reference as a part of this Ordinance for all purposes. It is hereby officially
found, determined, and declared that the Purchasers are the lowest bidder for the Bonds and as a
result of invitations for competitive bids in compliance with applicable law. The pricing and terms
of the sale of the Bonds are hereby found and determined to be the most advantageous reasonably
obtainable by the Issuer. The Initial Bond shall be registered in the name of . Any
Authorized Official is hereby authorized and directed to execute the Bid Form for and on behalf
of the Issuer and as the act and deed of this Governing Body, and in regard to the approval and
execution of the Bid Form, the Governing Body hereby finds, determines and declares that the
representations, warranties, and agreements of the Issuer contained in the Bid Form are true and
correct in all material respects and shall be honored and performed by the Issuer. Delivery of the
Bonds to the Purchasers shall occur as soon as practicable after the adoption of this Ordinance,
upon payment therefor in accordance with the terms of the Bid Form.
Furthermore, the Issuer hereby ratifies, confirms, and approves in all respects (i) the
Issuer's prior determination that the Preliminary Official Statement was, as of its date, "deemed
final" in accordance with the Rule (hereinafter defined), and (ii) the use and distribution of the
Preliminary Official Statement by the Purchasers in connection with the public offering and sale
of the Bonds. The final Official Statement, being a modification and amendment of the Preliminary
Official Statement to reflect the terms of sale, (together with such changes approved by an
Authorized Official), shall be and is hereby in all respects approved, and the Purchasers are hereby
authorized to use and distribute the final Official Statement, dated 2025, in the
reoffering, sale and delivery of the Bonds to the public. The Mayor and City Secretary of the Issuer
are further authorized and directed to manually, facsimile, or electronically execute and deliver for
and on behalf of the Issuer copies of the Official Statement in final form as may be required by the
Purchasers, and such final Official Statement in the form and content manually, facsimile, or
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electronically executed by said officials shall be deemed to be approved by the Governing Body
and constitute the Official Statement authorized for distribution and use by the Purchasers. The
proper officials of the Issuer are hereby authorized to execute and deliver a certificate pertaining
to such Official Statement as prescribed therein, dated as of the date of payment for and delivery
of the Bonds.
Proceeds from the sale of the Bonds shall be applied as follows:
A. Accrued interest in the amount of $ shall be deposited into the Bond
IVMeI
B. The Issuer received a [net] reoffering premium from the sale of the Bonds of
$ , which is hereby allocated by the Issuer in the following manner: (1) $
to pay the Purchasers' compensation; (2) $ shall be deposited into the special construction
account or accounts created for the projects to be constructed with the Bond proceeds;
(3) $ shall be used to pay certain costs of issuance; and (4) $ shall be
deposited into the Bond Fund as capitalized interest; and
C. The balance of the proceeds derived from the sale of the Bonds (including the
portion of the net reoffering premium in the amount of $ , as described in paragraph A
above and principal amount of $ derived from the sale of the Bonds) (after paying
other costs of issuance and the other deposits referred to in Paragraph B above) shall be deposited
into the special construction account or accounts created for the projects to be constructed with the
Bond proceeds. This special construction account shall be established and maintained at the
Issuer's depository bank and shall be invested in accordance with the provisions of Section 10 of
this Order. Interest earned on the proceeds of the Bonds pending completion of the projects
financed with such proceeds shall be accounted for, maintained, deposited, and expended as
permitted by the provisions of Chapter 1201, as amended, Texas Government Code, or as required
by any other applicable law. Thereafter, such amounts shall be expended in accordance with
Section 11.
SECTION 21: Control and Custody of Bonds. The Mayor of the Governing Body shall be
and is hereby authorized to take and have charge of all necessary orders and records pending
investigation by the Attorney General of Texas, including the printing and supply of definitive
Bonds and shall take and have charge and control of the Initial Bond pending approval by the
Attorney General, the registration thereof by the Comptroller of Public Accounts, and the delivery
thereof to the Purchasers.
Furthermore, each Authorized Official, is hereby authorized and directed to furnish and
execute such documents relating to the Issuer and its financial affairs as may be necessary for the
issuance of the Bonds, the approval of the Attorney General and their registration by the
Comptroller of Public Accounts and, together with the Issuer's Financial Advisor, Bond Counsel,
and the Paying Agent/Registrar, make the necessary arrangements for the delivery of the Initial
Bond to the Purchasers and the initial exchange thereof for definitive Bonds.
SECTION 22: Printed Opinion. The Purchasers' obligation to accept delivery of the Bonds
is subject to its being fiunished a final opinion of McCall, Parkhurst & Horton L.L.P., San Antonio,
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Texas, as Bond Counsel, approving certain legal matters as to the Bonds, the opinion to be dated
and delivered as of the date of initial delivery and payment for such Bonds. Printing of a true and
correct copy of the opinion on the reverse side of each of the Bonds, is hereby approved and
authorized.
SECTION 23: CUSIP Numbers. CUSIP numbers may be printed on the Bonds. It is
expressly provided, however, that the presence or absence of CUSIP numbers on the Bonds shall
be of no significance or effect as regards the legality thereof, and neither the Issuer nor Bond
Counsel are to be held responsible for CUSIP numbers incorrectly printed on the Bonds.
SECTION 24: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is
intended or shall be construed to confer upon any person other than the Issuer, the Paying
Agent/Registrar, Bond Counsel, Financial Advisors, Purchasers, and the Holders any right,
remedy, or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof,
this Ordinance and all its provisions being intended to be and being for the sole and exclusive
benefit of the Issuer, the Paying Agent/Registrar, Bond Counsel, Financial Advisor, Purchasers,
and the Holders.
SECTION 25: Inconsistent Provisions. All ordinances, orders, or resolutions, or parts
thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby
repealed to the extent of such conflict and the provisions of this Ordinance shall be and remain
controlling as to the matters herein.
SECTION 26: Governing Law. This Ordinance shall be construed and enforced in
accordance with the laws of the State of Texas and the United States of America.
SECTION 27: Effect of Headings. The Section headings herein are for convenience only
and shall not affect the construction hereof.
SECTION 28: Severability. If any provision of this Ordinance or the application thereof
to any person or circumstance shall be held to be invalid, the remainder of this Ordinance and the
application of such provision to other persons and circumstances shall nevertheless be valid, and
the Governing Body hereby declares that this Ordinance would have been enacted without such
invalid provision.
SECTION 29: Public Meeting. It is officially found, determined, and declared that the
meeting at which this Ordinance is adopted was open to the public and public notice of the time,
place, and subject matter of the public business to be considered at such meeting, including this
Ordinance, was given, all as required by Chapter 551, as amended, Texas Government Code.
SECTION 30: Authorization of Paying Agent/Registrar Agreement. The Governing Body
of the Issuer hereby finds and determines that it is in the best interest of the Issuer to authorize the
execution of a Paying Agent/Registrar Agreement pertaining to the registration, exchange,
transferability, and payment of the Bonds. A copy of the Paying Agent/Registrar Agreement is
attached hereto, in substantially final form, as Exhibit A and is incorporated herein by reference
as fully as if recopied in its entirety in this Ordinance.
FT
SECTION 31: Incorporation of Preamble Recitals. The recitals contained in the preamble
to this Ordinance are hereby found to be true, and such recitals are hereby made a part of this
Ordinance for all purposes and are adopted as a part of the judgment and findings of the Governing
Body of the Issuer.
SECTION 32: Book -Entry -Only System.
The Bonds shall initially be registered so as to participate in a securities depository system
(the DTC System) with the Depository Trust Company, New York, New York, or any successor
entity thereto (the DTC), as set forth herein. Each Stated Maturity of the Bonds shall be issued
(following cancellation of the Initial Bond described in Section 7) in the form of a separate single
definitive Bond. Upon issuance, the ownership of each such Bond shall be registered in the name
of Cede & Co., as the nominee of DTC, and all of the Outstanding Bonds shall be registered in the
name of Cede & Co., as the nominee of DTC. The Issuer and the Paying Agent/Registrar are
authorized to execute, deliver, and take the actions set forth in such letters to or agreements with
DTC as shall be necessary to effectuate the DTC System, including the Letter of Representations
attached hereto as Exhibit F (the Representation Letter).
With respect to the Bonds registered in the name of Cede & Co., as nominee of DTC, the
Issuer and the Paying Agent/Registrar shall have no responsibility or obligation to any broker-
dealer, bank, or other financial institution for which DTC holds the Bonds from time to time as
securities depository (a Depository Participant) or to any person on behalf of whom such a
Depository Participant holds an interest in the Bonds (an Indirect Participant). Without limiting
the immediately preceding sentence, the Issuer and the Paying Agent/Registrar shall have no
responsibility or obligation with respect to: (i) the accuracy of the records of DTC, Cede & Co.,
or any Depository Participant with respect to any ownership interest in the Bonds; (ii) the delivery
to any Depository Participant or any other person, other than a registered owner of the Bonds, as
shown on the Security Register, of any notice with respect to the Bonds, including any notice of
redemption; or (iii) the delivery to any Depository Participant or any Indirect Participant or any
other Person, other than a Holder of a Bond, of any amount with respect to principal of, premium,
if any, or interest on the Bonds. While in the DTC System, no person other than Cede & Co., or
any successor thereto, as nominee for DTC, shall receive a bond certificate evidencing the
obligation of the Issuer to make payments of principal, premium, if any, and interest pursuant to
this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect
that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the
provisions in this Ordinance with respect to interest checks or drafts being mailed to the Holder,
the word "Cede & Co." in this Ordinance shall refer to such new nominee of DTC.
In the event that: (i) the Issuer determines that DTC is incapable of discharging its
responsibilities described herein and in the Representation Letter; (ii) the Representation Letter
shall be terminated for any reason; or (iii) DTC or the Issuer determines that it is in the best
interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the
Issuer shall notify the Paying Agent/Registrar, DTC, and DTC Participants of the availability
within a reasonable period of time through DTC of bond certificates, and the Bonds shall no
longer be restricted to being registered in the name of Cede & Co., as nominee of DTC. At that
time, the Issuer may determine that the Bonds shall be registered in the name of and deposited
with a successor depository operating a securities depository system, as may be acceptable to
3]
the Issuer, or such depository's agent or designee, and if the Issuer and the Paying
Agent/Registrar do not select such alternate securities depository system then the Bonds may
be registered in whatever name or names the Holders of Bonds transferring or exchanging the
Bonds shall designate, in accordance with the provisions hereof.
Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond
is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal
of, premium, if any, and interest on such Bond and all notices with respect to such Bond shall be
made and given, respectively, in the manner provided in the Representation Letter.
SECTION 33: Construction of Terms. If appropriate in the context of this Ordinance,
words of the singular number shall be considered to include the plural, words of the plural number
shall be considered to include the singular, and words of the masculine, feminine or neuter gender
shall be considered to include the other genders.
SECTION 34: Unavailability of Authorized Publication. If, because of the temporary or
permanent suspension of any newspaper, journal, or other publication, or, for any reason,
publication of notice cannot be made meeting any requirements herein established, any notice
required to be published by the provisions of this Ordinance shall be given in such other manner
and at such time or times as in the judgment of the Issuer or of the Paying Agent/Registrar shall
most effectively approximate such required publication and the giving of such notice in such
manner shall for all purposes of this Ordinance be deemed to be in compliance with the
requirements for publication thereof.
SECTION 35: No Recourse Against Issuer Officials. No recourse shall be had for the
payment of, premium, if any, or interest on any Bond or for any claim based thereon or on this
Ordinance against any official of the Issuer or any person executing any Bond.
SECTION 36: Continuing Disclosure Undertaking.
A. Definitions.
EMMA means the MSRB's Electronic Municipal Market Access system, accessible by
the general public, without charge, on the internet through the uniform resource locator (URL)
http://www.emma.msrb.org.
Financial Obligation means a (a) debt obligation; (b) derivative instrument entered into
in connection with, or pledged as security or a source of payment for, an existing or planned
debt obligation; or (c) guarantee of a debt obligation or any such derivative instrument;
provided that "financial obligation" shall not include municipal securities (as defined in the
Securities Exchange Act of 1934, as amended) as to which a final official statement (as defined
in the Rule) has been provided to the MSRB consistent with the Rule.
MSRB means the Municipal Securities Rulemaking Board.
Rule means SEC Rule 15c2-12, as amended from time to time.
SEC means the United States Securities and Exchange Commission.
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Undertaking means the Issuer's continuing disclosure undertaking, described in
subsections B through F below, hereunder accepted and entered into by the Issuer for the
purpose of compliance with the Rule.
B. Annual Reports.
The City shall file annually with the MSRB, within six months after the end of each fiscal
year ending in or after 2025, financial information and operating data with respect to the City of
the general type included in the final Official Statement authorized by Section 26 of this Ordinance
being the information described in Exhibit D hereto and if not provided as part of such financial
information and operating data, audited financial statements of the City, when and if available.
Any financial statements so to be provided shall be (i) prepared in accordance with the accounting
principles described in Exhibit D hereto, or such other accounting principles as the City may be
required to employ from time to time pursuant to state law or regulation, and (ii) audited, if the
City commissions an audit of such financial statements and the audit is completed within the period
during which they must be provided. If the audit of such financial statements is not complete
within such period, then the City shall provide unaudited financial statements within such period
and audited financial statements for the applicable fiscal year to the MSRB, when and if the audit
report on such statements becomes available. Under current Texas law, including, but not limited
to, Chapter 115, as amended, Texas Local Government Code, the City must have its records and
accounts audited annually and shall have an annual financial statement prepared based on the audit.
The annual financial statement, including the auditor's opinion on the statement, shall be filed in
the office of the Director of Finance within 365 days after the last day of the City's fiscal year.
Additionally, upon the filing of this financial statement and the annual audit, these documents are
subject to the Texas Open Records Act, as amended, Texas Government Code, Chapter 552.
If the City changes its fiscal year, it will file notice of such change (and of the date of the
new fiscal year end) with the MSRB prior to the next date by which the City otherwise would be
required to provide financial information and operating data pursuant to this Section.
C. Notice of Certain Events.
The Issuer shall file notice of any of the following events with respect to the Bonds to the
MSRB in a timely manner and not more than 10 business days after occurrence of the event:
Principal and interest payment delinquencies;
2. Non-payment related defaults, if material;
Unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled draws on credit enhancements reflecting financial difficulties;
Substitution of credit or liquidity providers, or their failure to perform;
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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 Bonds, or other material events affecting the tax status of the Bonds;
Modifications to rights of Holders of the Bonds, if material;
8. Bond calls, if material, and tender offers;
Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds, if
material;
11. Rating changes;
12. Bankruptcy, insolvency, receivership, or similar event of the Issuer, which shall
occur as described below;
13. The consummation of a merger, consolidation, or acquisition involving the Issuer
or the sale of all or substantially all of its assets, other than in the ordinary course
of business, the entry into of a definitive agreement to undertake such an action
or the termination of a definitive agreement relating to any such actions, other
than pursuant to its terms, if material;
14. Appointment of a successor or additional paying agent/registrar or the change of
name of a paying agent/registrar, if material;
15. Incurrence of a Financial Obligation of the Issuer, if material, or agreement to
covenants, events of default, remedies, priority rights, or other similar terms of a
Financial Obligation of the Issuer, any of which affect security holders, if
material; and
16. Default, event of acceleration, termination event, modification of terms, or other
similar events under the terms of a Financial Obligation of the Issuer, any of
which reflect financial difficulties.
For these purposes, (a) any event described in the immediately preceding paragraph (12)
is considered to occur when any of the following occur: the appointment of a receiver, fiscal
agent, or similar officer for the Issuer in a proceeding under the United States Bankruptcy Code
or in any other proceeding under state or federal law in which a court or governmental authority
has assumed jurisdiction over substantially all of the assets or business of the Issuer, or if such
jurisdiction has been assumed by leaving the existing governing body and officials or officers
in 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
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or business of the Issuer, and (b) the Issuer intends the words used in the immediately preceding
paragraphs (15) and (16) and the definition of Financial Obligation in this Section have the same
meanings as when they are used in the Rule, as evidenced by SEC Release No. 34-83885, dated
August 20, 2018.
The Issuer shall notify the MSRB, in a timely manner, of any failure by the Issuer to
provide financial information or operating data in accordance with this Section by the time
required by this Section.
D. Limitations, Disclaimers, and Amendments. The Issuer shall be obligated to
observe and perform the covenants specified in this Section for so long as, but only for so long
as, the Issuer remains an "obligated person" with respect to the Bonds within the meaning of the
Rule, except that the Issuer in any event will give notice of any deposit that causes the Bonds to
be no longer Outstanding.
The provisions of this Section are for the sole benefit of the Holders and beneficial
owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or
any legal or equitable right, remedy, or claim hereunder to any other person. The Issuer
undertakes to provide only the financial information, operating data, financial statements, and
notices which it has expressly agreed to provide pursuant to this Section and does not hereby
undertake to provide any other information that may be relevant or material to a complete
presentation of the Issuer's financial results, condition, or prospects or hereby undertake to
update any information provided in accordance with this Section or otherwise, except as
expressly provided herein. The Issuer does not make any representation or warranty concerning
such information or its usefulness to a decision to invest in or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE
HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN
CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM
ANY BREACH BY THE ISSUER, WHETHER NEGLIGENT OR WITH OR WITHOUT
FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT
EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT,
FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION
FOR MANDAMUS OR SPECIFIC PERFORMANCE.
No default by the Issuer in observing or performing its obligations under this Section
shall constitute a breach of or default under this Ordinance for purposes of any other provision
of this Ordinance.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the Issuer under federal and State securities laws.
The provisions of this Section may be amended by the Issuer from time to time to adapt
to changed circumstances that arise from a change in legal requirements, a change in law, or a
change in the identity, nature, status, or type of operations of the Issuer, but only if (1) the
provisions of this Section, as so amended, would have permitted an underwriter to purchase or
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sell Bonds in the primary offering of the Bonds 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 (2) either (a) the Holders of a majority in aggregate principal
amount (or any greater amount required by any other provision of this Ordinance that authorizes
such an amendment) of the Outstanding Bonds consent to such amendment or (b) a person that
is unaffiliated with the Issuer (such as nationally recognized bond counsel) determines that such
amendment will not materially impair the interests of the Holders and beneficial owners of the
Bonds. The Issuer may also repeal or amend the provisions of this Section if the SEC amends
or repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment
that such provisions of the Rule are invalid, and the Issuer also may amend the provisions of
this Section in its discretion in any other manner or circumstance, but in either case only if and
to the extent that the provisions of this sentence would not have prevented an underwriter from
lawfully purchasing or selling Bonds in the primary offering of the Bonds, giving effect to
(a) such provisions as so amended, and (b) any amendments or interpretations of the Rule. If
the Issuer so amends the provisions of this Section, it shall include with any amended financial
information or operating data next provided in accordance with subsection B of this Section an
explanation, in narrative form, of the reasons for the amendment and of the impact of any
change in the type of financial information or operating data so provided.
E. Information Format — Incorporation by Reference.
The Issuer information required under this Section shall be filed with the MSRB through
EMMA in such format and accompanied by such identifying information as may be specified from
time to time thereby. Under the current rules of the MSRB, continuing disclosure documents
submitted to EMMA must be in word -searchable portable document format (PDF) files that permit
the document to be saved, viewed, printed, and retransmitted by electronic means and the series of
obligations to which such continuing disclosure documents relate must be identified by CUSIP
number or numbers.
Financial information and operating data to be provided pursuant to this Section may
be set forth in full in one or more documents or may be included by specific reference to any
document (including an official statement or other offering document) available to the public
through EMMA or filed with the SEC.
F. General Policies and Procedures Concerning Compliance with the Rule.
Because the issuance of the Bonds is subject to the provisions of the Rule and because the
potential "underwriters" in the sale of the Bonds may be subject to MSRB rules and regulations
with respect to such sale (including certain due diligence and suitability requirements, among
others), the Issuer hereby adopts the General Policies and Procedures Concerning Compliance with
the Rule (the Policies and Procedures), attached hereto as Exhibit E, with which the Issuer shall
follow to assure compliance with the Undertaking. The Issuer has developed these Policies and
Procedures for the purpose of meeting its requirements of the Undertaking and, in connection
therewith, has sought the guidance from its internal staff charged with administering the Issuer's
financial affairs, its municipal or financial advisors, its legal counsel (including its Bond Counsel),
and its independent accountants (to the extent determined to be necessary or advisable). The
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Policies and Procedures can be amended at the sole discretion of the Issuer and any such
amendment will not be deemed to be an amendment to the Undertaking. Each Authorized Official
is hereby authorized to amend the Policies and Procedures as a result of a change in law, a future
issuance of indebtedness subject to the Rule, or another purpose determined by the Authorized
Official to be necessary or desirable for or with respect to future compliance with the Undertaking.
SECTION 37: Further Procedures. The officers and employees of the Issuer are hereby
authorized, empowered and directed from time to time and at any time to do and perform all such
acts and things and to execute, acknowledge and deliver in the name and under the corporate seal
and on behalf of the Issuer all such instruments, whether or not herein mentioned, as may be
necessary or desirable in order to carry out the terms and provisions of this Ordinance, the initial
sale and delivery of the Bonds, the Paying Agent/Registrar Agreement, the Official Bid Form, and
the Official Statement. In addition, prior to the initial delivery of the Bonds, any Authorized
Official and Bond Counsel are hereby authorized and directed to approve any technical changes
or corrections to this Ordinance or to any of the instruments authorized and approved by this
Ordinance necessary in order to: (i) correct any ambiguity or mistake or properly or more
completely document the transactions contemplated and approved by this Ordinance and as
described in the Official Statement, (ii) obtain a rating from any of the national bond rating
agencies, or (iii) obtain the approval of the Bonds by the Texas Attorney General's office. In case
any officer of the Issuer whose signature shall appear on any certificate shall cease to be such
officer before the delivery of such certificate, such signature shall nevertheless be valid and
sufficient for all purposes the same as if such officer had remained in office until such delivery.
SECTION 38: Perfection of Security Interest. Chapter 1208, Texas Government Code,
applies to the issuance of the Bonds and the associated pledge thereof, and such pledge is therefore
valid, effective, and perfected. If Texas law is amended at any time while the Bonds are
outstanding and unpaid such that the pledge thereof granted by the Issuer is to be subject to the
filing requirements of Chapter 9, Texas Business & Commerce Code, as amended, then in order
to preserve to the registered owners of the Bonds the perfection of the security interest in this
pledge, the Issuer agrees to take such measures as it determines are reasonable and necessary under
Texas law to comply with the applicable provisions of Chapter 9, Texas Business & Commerce
Code and enable a filing to perfect the security interest in this pledge to occur.
SECTION 39: Issuer's Consent to Provide Information and Documentation to the Texas
MAC. The Municipal Advisory Council of Texas (the Texas MAC), a non-profit membership
corporation organized exclusively for non-profit purposes described in Section 501(c)(6) of the
Code and which serves as a comprehensive financial information repository regarding municipal
debt issuers in Texas, requires provision of written documentation regarding the issuance of
municipal debt by the issuers thereof. In support of the purpose of the Texas MAC and in
compliance with applicable law, the Issuer hereby consents to and authorizes any Authorized
Official, Bond Counsel to the Issuer, and/or the Financial Advisor to the Issuer to provide to the
Texas MAC information and documentation requested by the Texas MAC relating to the Bonds;
provided, however, that no such information and documentation shall be provided prior to the
Closing Date. This consent and authorization relates only to information and documentation that
is a part of the public record concerning the issuance of the Bonds.
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SECTION 40: Effective Date. Pursuant to the provisions of Section 1201.028, as
amended, Texas Government Code, this Ordinance shall be effective immediately upon adoption,
notwithstanding any provision in the City's Home Rule Charter to the contrary concerning a
multiple reading requirement for the adoption of ordinances.
36
PASSED, APPROVED AND ADOPTED on the I I' day of February, 2025.
ATTEST:
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City Clerk
CITY OF CIBOLO, TEXAS
Mayor
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Exhibit A Paying Agent/Registrar Agreement
Exhibit B Official Bid Form
Exhibit C Written Procedures Relating to Continuing Compliance with Federal Tax
Covenants
Exhibit D Description of Annual Financial Information
Exhibit E General Policies and Procedures Concerning Compliance with the Rule
Exhibit F DTC Letter of Representations
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Paying Agent/Registrar Agreement
See Tab No. _
A-1
EXHIBIT B
Official Bid Form
See Tab No. _
ml
1 *14111;i0_1[y
Written Procedures Relating to
Continuing Compliance with Federal Tax Covenants
A. Arbitrage. With respect to the investment and expenditure of the proceeds of the
Certificates, the Issuer's Director of Finance (the Responsible Person), will:
(i) instruct the appropriate person or persons that the construction, renovation or
acquisition of the facilities must proceed with due diligence and that binding
contracts for the expenditure of at least 5% of the proceeds of the Certificates will
be entered into within six (6) months of the date of delivery of the Certificates (the
Issue Date);
(ii) monitor that at least 85% of the proceeds of the Certificates to be used for the
construction, renovation or acquisition of any facilities are expended within three
(3) years of the Issue Date;
(iii) restrict the yield of the investments to the yield on the Certificates after three (3)
years of the Issue Date;
(iv) monitor all amounts deposited into a sinking fund or funds (e.g., the Interest and
Sinking Fund), to assure that the maximum amount invested at a yield higher than
the yield on the Certificates does not exceed an amount equal to the debt service on
the Certificates in the succeeding 12 month period plus a carryover amount equal
to one -twelfth of the principal and interest payable on the Certificates for the
immediately preceding 12 -month period;
(v) ensure that no more than 50% of the proceeds of the Certificates are invested in an
investment with a guaranteed yield for 4 years or more;
(vi) maintain any official action of the Issuer (such as a reimbursement resolution)
stating its intent to reimburse with the proceeds of the Certificates any amount
expended prior to the Issue Date for the acquisition, renovation or construction of
the facilities;
(vii) ensure that the applicable information return (e.g., IRS Form 8038-G, 8038 -GC, or
any successor forms) is timely filed with the IRS; and
(viii) assure that, unless excepted from rebate and yield restriction under Section 148(f)
of the Code, excess investment earnings are computed and paid to the U.S.
government at such time and in such manner as directed by the IRS (A) at least
every 5 years after the Issue Date and (B) within 30 days after the date the
Certificates are retired.
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B. Private Business Use. With respect to the use of the facilities financed or refinanced
with the proceeds of the Certificates the Responsible Person will:
(i) monitor the date on which the facilities are substantially complete and available to
be used for the purpose intended;
(ii) monitor whether, at any time the Certificates are outstanding, any person, other than
the Issuer, the employees of the Issuer, the agents of the Issuer or members of the
general public has any contractual right (such as a lease, purchase, management or
other service agreement) with respect to any portion of the facilities;
(iii) monitor whether, at any time the Certificates are outstanding, any person, other than
the Issuer, the employees of the Issuer, the agents of the Issuer or members of the
general public has a right to use the output of the facilities (e.g., water, gas,
electricity);
(iv) monitor whether, at any time the Certificates are outstanding, any person, other than
the Issuer, the employees of the Issuer, the agents of the Issuer or members of the
general public has a right to use the facilities to conduct or to direct the conduct of
research;
(v) determine whether, at any time the Certificates are outstanding, any person, other
than the Issuer, has a naming right for the facilities or any other contractual right
granting an intangible benefit;
(vi) determine whether, at any time the Certificates are outstanding, the facilities are
sold or otherwise disposed of; and
(vii) take such action as is necessary to remediate any failure to maintain compliance
with the covenants contained in the Ordinance related to the public use of the
facilities.
C. Record Retention. The Responsible Person will maintain or cause to be maintained
all records relating to the investment and expenditure of the proceeds of the Certificates and the
use of the facilities financed or refinanced thereby for a period ending three (3) years after the
complete extinguishment of the Certificates. If any portion of the Certificates is refunded with the
proceeds of another series of tax-exempt obligations, such records shall be maintained until the
three (3) years after the refunding obligations are completely extinguished. Such records can be
maintained in paper or electronic format.
D. Responsible Person. The Responsible Person shall receive appropriate training
regarding the Issuer's accounting system, contract intake system, facilities management and other
systems necessary to track the investment and expenditure of the proceeds and the use of the
facilities financed or refinanced with the proceeds of the Certificates. The foregoing
notwithstanding, the Responsible Person is authorized and instructed to retain such experienced
advisors and agents as may be necessary to carry out the purposes of these instructions.
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EXIIIBIT D
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 36 of this Ordinance.
A. Annual Financial Statements and Operating Data
The financial information and operating data with respect to the Issuer to be provided
annually in accordance with such Section are as specified (and included in the Appendix or
under the headings of the Official Statement referred to) below:
1. The City's audited financial statements for the most recently concluded fiscal
year or to the extent these audited financial statements are not available, the unaudited financial
statements of the City for the most recently concluded fiscal year.
2. The quantitative financial information and operating data with respect to the City
of the general type included in Appendix A of the Official Statement, which is customarily
prepared by the City and publicly available.
B. Accounting Principles
The accounting principles referred to in such Section are generally accepted accounting
principles for governmental units as prescribed by the Government Accounting Standards
Board from time to time.
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EXHIBIT E
GENERAL POLICIES AND PROCEDURES
CONCERNING COMPLIANCE WITH THE RULE
I. Capitalized terms used in this Exhibit have the meanings ascribed thereto in Section 36 of the
Ordinance. Bonds refer to the Bonds that are the subject of the Ordinance to which this Exhibit
is attached.
II. As a capital markets participant, the Issuer is aware of its continuing disclosure requirements and
obligations existing under the Rule prior to February 27, 2019, the effective date of the most
recent amendment to the Rule (the Effective Date), and has implemented and maintained internal
policies, processes, and procedures to ensure compliance therewith. Adherence to these internal
policies, processes, and procedures has enabled underwriters in non-exempt negotiated sales and
initial purchasers in non-exempt competitive sales to comply with their obligations arising under
various MSRB rules and regulations concerning due diligence and findings of suitability, among
other matters, regarding the Issuer's compliance with the Rule.
III. The Issuer is aware that the Rule was amended as of the Effective Date (the Rule Amendment)
and has accommodated this amendment by adding subparagraphs (15) and (16) to Section 36C
of the Ordinance, which provisions are a part of the Undertaking.
IV. The Issuer is aware that "participating underwriters" (as such term is defined in the Rule) of the
Bonds must make inquiry and reasonably believe that the Issuer is likely to comply with the
Undertaking and that the standards for determining compliance have increased over time as a
result of, among others, the United States Securities and Exchange Commission's Municipalities
Continuing Disclosure Cooperation Initiative and regulatory commentary relating to the
effectiveness of the Rule Amendment.
V. The Issuer now establishes the following general policies and procedures (the Policies and
Procedures) for satisfying its obligations pursuant to the Undertaking, which policies and
procedures have been developed based on the Issuer's informal policies, procedures, and
processes utilized prior to the Effective Date for compliance with the Issuer's obligations under
the Rule, the advice from and discussions with the Issuer's internal senior staff (including staff
charged with administering the Issuer's financial affairs), its co -municipal or financial advisors,
its legal counsel (including Bond Counsel), and its independent accountants, to the extent
determined to be necessary or advisable (collectively, the Compliance Team):
(1) The Director of Finance of the City (the Compliance Officer) shall be responsible
for satisfying the Issuer's obligations pursuant to the Undertaking through
adherence to these Policies and Procedures;
(2) the Compliance Officer shall establish reminder or "tickler" systems to identify and
timely report to the MSRB, in the format thereby prescribed from time to time, the
Issuer's information of the type described in Section 36B of the Ordinance;
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(3) the Compliance Officer shall promptly determine the occurrence of any of the
events described in Section 36C of the Ordinance;
(4) the Compliance Officer shall work with external consultants of the Issuer, as and
to the extent necessary, to timely prepare and file with the MSRB the annual
information of the Issuer and notice of the occurrence of any of the events
referenced in Clauses 2 and 3 above, respectively, the foregoing being required to
satisfy the terms of the Undertaking;
(5) the Compliance Officer shall establish a system for identifying and monitoring any
Financial Obligations, whether now existing or hereafter entered into by the Issuer,
and (upon identification) determining if such Financial Obligation has the potential
to materially impact the security or source of repayment of the Bonds;
(6) upon identification of any Financial Obligation meeting the materiality standard
identified in Clause 5 above, the Compliance Officer shall establish a process for
identifying and monitoring any Issuer agreement to covenants, events of default,
remedies, priority rights, or other similar terms under such Financial Obligation;
(7) the Compliance Officer shall establish a process for identifying the occurrence of
any default, event of acceleration, termination event, modification of terms, or other
similar events under the terms of any Financial Obligation, the occurrence of any
of which reflect financial difficulties of the Issuer; and
(8) the Compliance Officer shall annually review these Policies and Procedures with
the remainder of the Compliance Team, make any modifications on an internal
document retained by the Compliance Officer and available to any "participating
underwriter" (as defined in the Rule), if requested, and on the basis of this annual
review (to the extent determined to be necessary or desirable), seek additional
training for herself or himself, as well as other members of the Issuer's internal staff
identified by the Compliance Officer to assist with the Issuer's satisfaction of the
terms and provisions of the Undertaking.
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DTC Letter of Representations
See Tab No. _
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