ORD 1131 06/23/2015 FINAL
ORDINANCE NO. 1131
AN ORDINANCE AUTHORIZING THE ISSUANCE OF "CITY OF
CIBOLO, TEXAS GENERAL OBLIGATION AND REFUNDING BONDS,
SERIES 2015"; LEVYING A CONTINUING DIRECT ANNUAL AD
VALOREM TAX,WITHIN THE LIMITATIONS PRESCRIBED BY LAW,
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 AN OFFICIAL STATEMENT PERTAINING
THERETO; AUTHORIZING THE EXECUTION OF AN ESCROW AND
TRUST AGREEMENT, A PAYING AGENT/REGISTRAIg AGREEMENT
AND A PURCHASE CONTRACT; COMPLYING WITH THE
PROVISIONS OF THE DEPOSITORY TRUST COMPANY'S LETTER OF
REPRESENTATIONS; AND PROVIDING FOR AN EFFECTIVE DATE
WHEREAS, the City Council (the City Council) of the City of Cibolo, Texas (the City)
hereby finds and determines that general obligation and refunding bonds of the City in the total
principal amount of$9,115,000 (plus the allocation of a portion of the reoffering premium in the
amount of$230,000 to the "new money"portion of such series of bonds) (the Bonds) should be
issued and sold at this time, the proceeds of which will be utilized to provide funds for (i)
making permanent public improvements and for public purposes as hereinafter described; (ii)
refunding a portion of the City's currently outstanding obligations as identified in Schedule I
attached hereto for debt service savings; and(iii) paying the costs of issuing the Bonds; and
WHEREAS, the City Council hereby finds and determines that the Bonds, being the first
installment of general obligation bonds approved and authorized to be issued at an election held
on November 4, 2014, 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:
Bonds Premium
Date Amount Previously Issued allocated to Amount
Voted Purpose Authorized Issued Bonds Herein Voted Authority Unissued
11/04/14 Streets,Bridges,and $7,000,000.00 $0.00 $ $ $
Sidewalks(FM 1103)
11/04/14 Public Safety Facility $4,000,000.00 $0.00 $ $ $
Improvements
11/04/14 Streets,Bridges,and $2,500,000.00 $0.00 $ $ $
Sidewalks(Haeckerville Road)
WHEREAS, the City has heretofore issued, sold, and delivered, and there are currently
outstanding obligations in the aggregate original principal amount of $5,510,000, being the
41387643.7
obligations set forth on Schedule I hereto which is incorporated by reference for all purpbses;:t6G.
this ordinance(the Refunded Obligations); and
WHEREAS, a portion of the proceeds of the Bonds in the principal amount of
$5,345,000 will be utilized to provide for the (i) refunding of the Refunded Obligations and (ii)
payment of the costs of issuance of the general obligation refunding bonds; and
WHEREAS,pursuant to the provisions of Chapter 1207, as amended, Texas Government
Code (the Act), the City Council is authorized to issue refunding bonds and deposit the proceeds
of sale under an escrow agreement to provide for the payment of the Refunded Obligations, and
such deposit,when made in accordance with the Act, shall constitute the making of firm banking
and financial arrangements for the discharge and final payment of the Refunded Obligations; and
WHEREAS, the Act permits that the deposit of the proceeds from the sale of the '
refiindirig bonds be-deposited -directly Wfff"diiy-Md grated escrow -agent which is riot the-
depository bank of the City; and
WHEREAS, when firm banking arrangements have been made for the payment of
nrinninal of an rd interPst to the stated maturit�r or rerdernption slate of the RefiLndderl Obligations,
r__n. r
then the Refunded Obligations shall no longer be regarded as outstanding except for the purpose
of receiving payment from the funds provided for such purpose and may not be included in or
considered to be an indebtedness of the City for the purpose of a limitation on outstanding
indebtedness or taxation or for any other purpose; and
WHEREAS, JPNlorgan Chase Bank, N.A., San Antoriio; Texas, currently serves as the
paying agents for the Refunded Obligations; and
WHEREAS, BOKF, NA, Austin, Texas (which is not the depository bank of the City) is
hereby appointed as the Escrow Agent(hereinafter defined) for the Bonds; and
WHEREAS, BOKF, NA, Austin, Texas is hereby appointed as the Paying
Agent/Registrar(hereinafter defined) for the Bonds; and
WHEREAS, the City Council also hereby finds and determines that the Refunded
Obligations are scheduled to mature or are subject to being redeemed, not more than twenty(20)
years from the date of the refunding bonds herein authorized and being issued to realize debt
service savings, and such refunding will result in a net present value savings of$507,948.47 and
a gross savings of$601,587.50, including the City's cash contribution of$135,026.25; and
WHEREAS, the City Council hereby finds and determines that issuance of the general
obligation and refunding bonds herein described is in the best interests of the City and its
residents, now,therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CIBOLO, TEXAS
THAT:
SECTION 1: Authorization - Designation - Principal Amount - Purpose. General
obligation and refunding bonds of the City shall be and are hereby authorized to be issued in the
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aggregate principal amount of NINE MILLION ONE HUNDRED FIFTEEN THOUSAND
AND N011 00 DOLLARS ($9,115,000) to be designated and bear the title "CITY OF CIBOLO,
TEXAS GENERAL OBLIGATION AND REFUNDING BONDS, SERIES 2015" (the Bonds),
for the purpose of (i) providing streets, bridges, and sidewalks improvements (as well as
necessary improvements incidental thereto), including mobility and transportation
improvements to FM 1103, relocating utilities, street lighting, technology improvements, and
signage, acquiring lands and rights-of-way necessary for streets, bridges, and sidewalks, and
related landscaping; (ii) acquiring, constructing, improving, renovating, and equipping public
safety facilities (to include a new fire station), acquiring lands and rights-of-way necessary
thereto, and completing related landscaping; (iii) providing streets, bridges, and sidewalks
improvements (as well as necessary improvements incidental thereto), including designing,
engineering, and constructing improvements to Haeckerville Road, relocating utilities, street
lighting, technology improvements, and signage, acquiring lands and rights-of-way necessary
for..streets, .bridges, and_sidewalks,. and-related landscaping;_(iv).refunding.a_portion of.the
City's currently outstanding obligations as identified in Schedule I attached hereto (and as
described herein as the Refunded Obligations) for debt service savings; and (v) paying the costs
of issuing the Bonds, in conformity with the laws of the State of Texas, particularly Chapters
1207, 1251, and 1331, as amended, Texas Government Code, the City's Home Rule Charter,
this ordinance adopted by the City Council on June 23, 2015, and the election referenced in the
preamble to this Ordinance.
SECTION 2: Fully Registered Obligations - Authorized Denominations - _Stated
Maturities - Interest Rates—Bond Date. The Bonds are issuable in fully registered form only;
shall be dated July 1, 2015 (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 the Bonds shall become due and payable on
February 1 in each of the years and in principal amounts (the Stated Maturities) and bear
interest on the unpaid principal amounts 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 rates, while Outstanding
(hereinafter defined),in accordance with the following schedule:
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Years of Principal Interest
Stated Maturity Amounts M Rates
2016 120,000 3.000
2017 145,000 3.000
2018 155,000 3.000
2019 160,000 3.000
2020 605,000 3.000
2021 780,000 3.000
2022 810,000 3.500
2023 840,000 3.500
2024 855,000 4.000
2025 895,000 4.000
2026 935,000 4.000
2027 960,000 -4:000--
2029 410,000 4.000
2031L445,,.0nn 4_non
2033 480,000 4.000
2035 520,000 4.000
The Bonds shall bear interest on the unpaid principal amounts from the Bond Date, or
from the most recent Interest Payment Date 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 on February 1 and August 1 of each year (each, an Interest Payment
Date), commencing February 1, 2016.
SECTION 3: Payment of Bonds - Paving 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 Holder (as
hereinafter defined), appearing on the registration and transfer books 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, and
such payment of principal of, premium, if any, and interest on the Bonds shall be without
exchange or collection charges to the Holder(as hereinafter defined) of the Bonds.
The selection and appointment of BOKF,NA, Austin, Texas to serve as the initial Paying
Agent/Registrar (the Paying Agent/Registrar) for the Bonds is hereby approved and confirmed,
and the City 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 City
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may prescribe. The City covenants to maintain and provide a Paying Agent/Registrar at all times
while the Bonds are Outstanding, 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 of America or of any state, authorized under such
laws to exercise trust powers. Such 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 City 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 City agrees to promptly cause a written notice of this
substitution to be sent to each Holder of the Bonds by United States mail, first-class postage
prepaid, which notice shall also give the address of the corporate office of the successor Paying
--
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 registered owner of the
Bonds (the Holder or Holders) appearing on the Security Register maintained on behalf of the
City by the raying Agent/Registrar as hereinafter provided (i) on the Record Dare �'nereinai er
defined) for purposes of paying interest thereon, (ii) on the date of surrender of the Bonds for
purposes of receiving payment of principal thereof upon redemption of the Bonds or at the
Bonds' Stated Maturity, and (iii) on any other date for any other purpose. The City 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 City 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 the 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, a 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 non-payment 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 from the City. Notice of the Special Record Date and of the scheduled
41387643.7 - 5 -
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.
SECTION 4: Redemption.
A. Mandatory Redemption. The Bonds stated to mature on February 1, 2029,
February 1, 2031, February 1, 2033 and February 1, 2035, are referred to herein as the "Term
Bonds". The Term Bonds are subject to mandatory sinking fund redemption prior to their 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 each of the
years as set forth below:
Term Bonds Term Bonds
Stated to Mature Stated to Mature
on February 1,2029, on February 1, 2031,
Principal Principal
Year Amount $ Year Amount($)
2028 200,000 2030 220,000
2029* 210,000 2031` 225,000
*Payable at Stated Maturity
Term Bonds Term Bonds
Stated to Mature Stated to Mature
on February 1,2033, on February 1, 2035,
Principal Principal
Year Amount ($) Year Amount($)
2032 235,000 2034 255,000
2033* 245,000 2035* 265,000
*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 City, by the
principal amount of any Tenn Bonds of such Stated Maturity which, at least 50 days prior to the
mandatory redemption date (1) shall have been defeased or acquired by the City 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 City 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, 2026, shall be subject to redemption prior to Stated Maturity, at the option of the
41387643.7 - 6 -
City, on February 1, 2025, 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 City 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 City to exercise the
right to redeem the Bonds shall be entered in the minutes of the governing body of the City.
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 a 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 City and at the City's expense,
by the Paying Agent/Registrar to each Holder of a Bond to be redeemed, in whole or in pari, at
the address of the Holder appearing on the Security Register at the close of business on the
business day next preceding the date of mailing such notice, and any notice of redemption so
mailed shall be conclusively presumed to have been duly given irrespective of whether received
by the Holder.
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. 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).
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 or waived 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 Bonds (or of the principal amount
thereof to be redeemed) at the then applicable redemption price is held for the purpose of such
41387643.7 -7-
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 in accordance with
the provisions of this Ordinance.
F. Transfer/Exchange of Bonds. Neither the City nor the Paying Agent/Registrar
shall be required (1) to transfer or exchange any Bond during a period beginning forty-five (45)
days prior to the date fixed for redemption of the Bonds or (2) to transfer or exchange any Bond
selected 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 which is subject to redemption
in part.
SECTION 5: Execution - Registration. The Bonds shall be executed on behalf of the
City by its Mayor or Mayor Pro-Tem under the seal of the City reproduced or impressed thereon
and attested by its City Secretary. The signature of any of said officers on the Bonds may be
manual or facsimile. Bonds bearing the manual or facsimile signatures of individuals who
were, at the time of the Bond Date, the proper officers of the City shall bind the City,
notwithstanding that such individuals or either of them shall cease to hold such offices prior to
the delivery of the Bonds to the Purchasers (hereinafter defined), all as authorized and provided
in Chapter 1201, as amended,Texas Government Code.
No Bond shall be entitled to any right or benefit under this Ordinance, 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 the State of Texas or his duly authorized agent by manual signature, or a certificate
of registration substantially in the form provided in Section 8D, executed by the Paying
Agent/Registrar by manual signature, and either such certificate upon any Bond shall be
conclusive evidence, and the only evidence, that such Bond has been duly certified or registered
and delivered.
SECTION 6: Registration - Transfer - Exchange of Bonds - Predecessor Bonds. A
Security Register relating to the registration, payment, transfer, or exchange of the Bonds shall
at all times be kept and maintained by the City at the corporate trust office of the Paying
Agent/Registrar, and the Paying Agent/Registrar shall obtain, record, and maintain in the
Security Register the name and address of each Holder of the Bonds issued under and pursuant
to the provisions of this Ordinance. Any Bond may, in accordance with its terms and the terms
hereof, be transferred or exchanged for Bonds of other authorized denominations upon the
Security Register by the Holder, in person or by his 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 duly authorized agent,
in form satisfactory to the Paying Agent/Registrar.
Upon surrender for transfer of any Bond at the corporate trust office of the Paying
Agent/Registrar, the Paying Agent/Registrar shall register and deliver, in the naive of the
designated transferee or transferees, one or more new Bonds executed on behalf of, and
furnished by, the City of authorized denominations and having the same Stated Maturity and of a
like interest rate and aggregate principal amount as the Bond or Bonds surrendered for transfer.
41387643.7 - 8 -
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 City shall execute and the Paying Agent/Registrar
shall register and deliver new Bonds executed on behalf of, and furnished by, the City 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 be sent by United States registered snail
to the Holder at his request, risk, and expense, and upon the delivery thereof, the same shall be
the valid and binding obligations of the City, evidencing the same obligation to pay, and entitled
to the same benefits under this Ordinance, as the Bonds surrendered upon 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 17 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
fully registered Bond in the total principal amount of$9,115,000 with principal installments to
become due and payable as provided in Section 2 and numbered T-1 (the Initial Bond) and the
Initial Bond shall be registered in the name of the Purchasers or the designee thereof. The
Initial Bond shall be the Bonds submitted to the Office of the Attorney General of the State of
Texas for approval and certified and registered by the Office of the Comptroller of Public
Accounts of the State of Texas and delivered to the Purchasers. At any time after the delivery
of the Initial Bond to the Purchasers, the Paying Agent/Registrar,upon written instructions from
the Purchasers, or their designee, shall cancel the Initial Bond delivered hereunder and exchange
therefor definitive Bonds of authorized denominations, Stated Maturities, principal amounts,
and bearing applicable interest rates, and shall be lettered"R" and numbered consecutively from
one (1) upward, for transfer and delivery to the Holders named and at the addresses identified
therefor; all pursuant to and in accordance with and pursuant to 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.
41387643.7 - 9 -
A. Forms Generally. The Bonds, the Registration Certificate of the Comptroller of
Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar,
and the form of 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 insurance legends in the event the Bonds, or any Stated
Maturities thereof, are insured and 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 and any reproduction of an opinion of Bond Counsel)
thereon as may, consistent herewith, be established by the City or determined by the officers
executing the 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.
The definitive Bonds shall be printed, lithographed, or engraved, produced by any
combination of these methods, 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.
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41387643.7 - 1 0
B. Foran of Definitive Bond.
REGISTERED
REGISTERED PRINCIPAL AMOUNT
NO. $
United States of America
State of Texas
County of Guadalupe
CITY OF CIBOLO,TEXAS
GENERAL OBLIGATION AND REFUNDING BOND, SERIES 2015
Bond Date: Interest Rate: Stated Maturity: CUSIP No.:
July 1, 2015
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
The City of Cibolo,Texas (the City), a body corporate and municipal corporation located
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, on the Stated Maturity date specified above, the Principal Amount
stated above (or so much thereof as shall not have been paid upon prior redemption) and to pay
interest on the unpaid Principal Amount hereof (computed on the basis of a 360-day year of
twelve 30-day months) from the Bond Date, or from the most recent Interest Payment Date
(hereinafter defined) to which interest has been paid or duly provided for until such Principal
Amount has become due and payment thereof has been made or duly provided for, to the earlier
of redemption or Stated Maturity,while Outstanding, at the per annum rate specified above; such
interest being payable on February 1 and August 1 of each year (each, an Interest Payment
Date), commencing February 1, 2016.
Principal and premium, if any, of this Bond shall be payable to the Registered Owner
hereof(the Holder), 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 the 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
of America 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
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 the Holder hereof at the Holder's risk and expense.
41387643.7 - 11 -
This Bond is one of the series specified in its title issued in the aggregate principal
amount of$9,115,000 (the Bonds) pursuant to an ordinance adopted by the City Council of the
City adopted by the City Council on June 23, 2015 (the Ordinance), for the purpose of (i)
providing streets, bridges, and sidewalks improvements (as well as necessary improvements
incidental thereto), including mobility and transportation improvements to FM 1103, relocating
utilities, street lighting, technology improvements, and signage, acquiring lands and rights-of-
way necessary for streets, bridges, and sidewalks, and related landscaping; (ii) acquiring,
constructing, improving, renovating, and equipping public safety facilities (to include a new fire
station), acquiring lands and rights-of-way necessary thereto, and completing related
landscaping; (iii) providing streets, bridges, and sidewalks improvements (as well as necessary
improvements incidental thereto), including designing, engineering, and constructing
improvements to Haeckerville Road, relocating utilities, street lighting, technology
improvements, and signage, acquiring lands and rights-of-way necessary for streets,bridges, and
sidewalks,.and related_landscaping; (iy) refunding.a_portion_9f the__City's_currently outstanding _
obligations as identified in Schedule I attached hereto for debt service savings; and (v) paying
the costs of issuing the Bonds,under and in strict conformity with the laws of the State of Texas,
particularly Chapters 1207, 1251, and 1331, as amended, Texas Government Code, the City's
Home Rule Charter,the Ordinance, and the election referenced in the preamble to the Ordinance.
As specified in the Ordinance, the Bonds stated to mature on February 1, 2029, February
1, 2031, February 1, 2033 and February 1, 2035, are referred to herein as the "Term Bonds".
The Term Bonds are subject to -mandatory sinking fund redemption prior to their 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 each of the
years as set forth below:
Term Bonds Term Bonds
Stated to Mature Stated to Mature
on February 1, 2029, on February 1,2031,
Principal Principal
Year Amount($) Year Amount ($)
2028 200,000 2030 220,000
2029* 210,000 2031* 225,000
*Payable at Stated Maturity
Term Bonds Term Bonds
Stated to Mature Stated to Mature
on February 1, 2033, on February 1, 2035,
Principal Principal
Year Amount($) Year Amount($)
2032 235,000 2034 255,000
2033* 245,000 2035* 265,000
*Payable at Stated Maturity
41387643.7 - 12 -
The principal amount of a Tenn Bond required to be redeemed pursuant to the operation
of such mandatory redemption provisions shall be reduced, at the option of the City, by the
principal amount of any Term Bonds of such Stated Maturity which, at least 50 days prior to the
mandatory redemption date(1) shall have been defeased or acquired by the City 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 City 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 specified in the Ordinance, the Bonds having Stated Maturities on and after February
1, 2026, shall be subject to redemption prior to Stated Maturity, at the option of the City, on
February 1, 2025, 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/Regist U)_.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 United States
mail, first-class postage prepaid, to Holders of the Bonds to be redeemed, and subject to the
terns and provisions relating thereto contained in the Ordinance. If this Bond is subject to
redemption prior to Stated Maturity and is in 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,
and, if less than all of the principal sum hereof is to be redeemed, there shall be issued, without
charge therefor, to the Holder hereof, upon the surrender of this Bond to the Paying
Agent/Registrar at its corporate trust office, a new Bond or Bonds of like Stated Maturity and
interest rate in any authorized denominations provided in the Ordinance for the then unredeemed
balance of the principal sum hereof.
If this Bond (or any portion of the principal sum hereof) shall have been duly called for
redemption and notice of such redemption has been 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 hereon
from and after the redemption date on the principal amount hereof to be redeemed. If this Bond
is called for redemption, in whole or in part, the City or the Paying Agent/Registrar shall not be
required to issue, transfer, or exchange this Bond within forty-five (45) days of 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 hereof in the event of its redemption in part.
The Bonds of this series are payable from the proceeds of an annual ad valorem tax
levied, within the limitations prescribed by law, upon all taxable property within the City.
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 City and the Paying Agent/Registrar; the terms and provisions upon which this Bond may be
41387643.7 - 13 -
., .
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 in the Ordinance.
As provided in the Ordinance and subject to certain limitations contained therein, this
Bond is transferable on the Security Register of the City, upon presentation and surrender of this
Bond for transfer at the corporate trust office of the Paying Agent/Registrar, 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 thereupon
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 aggregate principal amount will
be issued to the designated transferee or transferees.
The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder
hereof whose name appears on the Security Register (i) on the Record Date as...
the owner hereof
for purposes of receiving payment of interest hereon, (ii) on the date of surrender of this Bond as
the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity or
its redemption, in whole or in part, and (iii) on any other date as the owner hereof for all other
purposes, and neither the City nor the Paying Agent/Registrar, or any such agent of either, shall
be affected by notice to the contrary. In the event of a non-payment 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 from the City. 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, covenanted, and represented that all acts, conditions, and things
required to be performed, exist, and be done precedent to or in the issuance of this Bond in order
to render the same a legal, valid, and binding obligation of the City have been performed, exist,
and have been done, in regular and due time, form, and manner, as required by the laws of the
State of Texas and the Ordinance, and that the issuance of this Bond does not exceed any
constitutional or statutory limitation; 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 any application thereof shall be deemed invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining provisions and
applications 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.
[The remainder of this page intentionally left blank.]
41387643.7 - 14 -
A,
cW
IN WITNESS WHEREOF, the City has caused this Bond to be duly executed under its
official seal.
CITY OF CIBOLO, TEXAS
Mayor
ATTEST:
City Secretary
(CITY SEAL)
[The remainder of this page intentionally left blank.]
41387643.7 - 15 -
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 this
Comptroller of Public Accounts
of the State of Texas
(SEAL)-
*NOTE TO PRINTER: Do Not Print on Definitive Bonds.
D. *Form of Certificate of Paying 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,Austin, Texas, as Paying
Agent/Registrar
By:
Authorized Signature
*NOTE TO PRINTER: Print on Definitive Bonds.
41387643.7 - 16 -
tial/
E. Form of Assignmen .
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 number):
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:
F. Initial Bond. The Initial Bond shall be in the form set forth in paragraph B of this
Section, except that the form of the single fully registered Initial Bond shall be modified as
follows:
(1) immediately under the naive of the bond the headings "Interest Rate " and
"Stated Maturity "shall both be completed"as shown below";
(2) the first two paragraphs shall read as follows:
REGISTERED OWNER:
PRINCIPAL AMOUNT:
The City of Cibolo, Texas (the City), a body corporate and municipal corporation located
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 stated to mature on the first
day of February in each of the years and in principal amounts and bearing interest at per annum
rates in accordance with the following schedule:
Year of Stated Maturity Principal Amount ($) Interest Rate(%)
(Information to be inserted from schedule in Section 2 hereof).
41387643.7 - 17 -
r
(or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the
unpaid Principal Amounts hereof from the Bond Date specified above, or from the most recent
Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for
until the Principal Amount has become due and payment thereof has been made or duly provided
for, to the earlier of redemption or Stated Maturity, 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 on February 1 and August 1 of each year (each, an Interest Payment
Date), commencing February 1, 2016.
Principal of this Bond shall be payable to the Holder hereof, upon presentation and
surrender, to Stated Maturity or prior redemption,while Outstanding, at the corporate trust office
of BOKF, NA, Austin, 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 the 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 of America 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 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 the Holder hereof at the Holder's risk and expense.
G. Insurance Legend. If bond insurance is obtained by the City or the Purchasers
(hereinafter defined), 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
Sections 20 and 38 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 Officials shall mean the Mayor, Mayor Pro Tem, City
Manager, City Secretary, or Director of Finance.
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 $9,115,000 "CITY OF CIBOLO, TEXAS
GENERAL OBLIGATION AND REFUNDING BONDS, SERIES 2015" authorized by this
Ordinance.
41387643.7
D. The tern City shall mean the City of Cibolo, Texas, located in the County of
Guadalupe, Texas and, where appropriate,the City Council of the City.
E. The term Closing Date shall mean the date of physical delivery of the Initial Bond
in exchange for the payment in full by the Purchasers.
F. 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 City 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.
G. The term Depository shall mean an official depository bank of the City.
H. The term Government Securities, as used herein, shall mean: (i) direct noncallable
obligations of the United States, including obligations that are unconditionally guaranteed by,the
United States of America; (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 City 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;
(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
City 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, or(iv) any additional securities and obligations hereafter authorized by the laws of
the State of Texas as eligible for use to accomplish the discharge of obligations such as the
Bonds.
I. The term Holder or Holders shall mean the registered owner, whose name
appears in the Security Register, for any Bond.
J. The term Interest Payment Date shall mean the date interest is payable on the
Bonds, being February 1 and August 1 of each year, commencing February 1,2016, while any of
the Bonds remain Outstanding.
K. The term Ordinance shall mean this ordinance adopted by the City Council of the
City on June 23,2015.
L. The term Outstanding when used in this Ordinance with respect to Bonds shall
mean, as of the date of determination, all Bonds issued and delivered under this Ordinance,
except:
41387643.7 _ 19 -
(1) those Bonds canceled by the Paying Agent/Registrar or delivered to the Paying
Agent/Registrar for cancellation;
(2) those Bonds for which payment has been duly provided by the City in accordance
with the provisions of Section 21 of this Ordinance; and
(3) 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.
M. The term Purchasers shall mean the initial purchasers of the Bonds named in
Section 18 of this Ordinance.
N. The tern Stated Maturity shall mean the annual principal payments of the Bonds
payable on'Fe�-1-of each 9ear�he�on s are Ou—t dnag, as se forth in Sections
Ordinance.
SECTION 10: Bond Fund; Investments. For the purpose of paying the interest on
and to provide a sinking fund for the payment, redemption, and retirement of the Bonds, there
shall be and is hereby created a special fund to be designated "CITY OF CIBOLO, TEXAS
GENERAL OBLIGATION AND REFUNDING BONDS, SERIES 2015, INTEREST AND
SINKING FUND" (the Bond Fund), which fund shall be kept and maintained at the Depository,
and money deposited in such fund shall be used for no other purpose and shall be maintained as
provided in Section 21. Authorized Officials of the City are hereby authorized and directed to
make withdrawals from the Bond Fund sufficient to pay the purchase price or the amount of
principal of, premium, if any, and interest on the Bonds as the same become due and payable
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 amount of principal 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 last business day next preceding each interest and principal payment date for the
Bonds.
Pending the transfer of funds to the Paying Agent/Registrar,money deposited in any fund
created and established pursuant to the provisions of this Ordinance may, at the option of the
City, 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 of America,
obligations guaranteed or insured by the United States of America, 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 of America,
including, but not limited to, evidences of indebtedness issued, insured or guaranteed by such
govermnental agencies as the Federal Land Banks, Federal Intermediate Credit Banks, Banks for
Cooperatives, Federal Home Loan Banks, Government National Mortgage Association, Farmers
41387643.7 -20 -
Home Administration, Federal Home Loan Mortgage Association, Small Business
Administration, or Federal Housing Association; provided that all such deposits and investments
shall be made in such a manner that the money required to be expended from any fund will be
available at the proper time or times. All interest and income derived from deposits and
investments in any fund established pursuant to the provisions of this Ordinance 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 Debt Service Requirements on the Bonds being (i)the interest on the Bonds, and
(ii) a sinking fund for their redemption at Stated Maturity or a sinking fund of 2% (whichever
amount shall be the greater), there shall be and there is hereby levied for the current fiscal year
and each succeeding year thereafter while the Bonds or any interest thereon shall remain
Outstanding, a sufficient tax, within the limitations prescribed by law, on each one hundred
dollars' valuation of taxable property in the City, adequate to pay such Debt Service
Requirements, full allowance being made for delinquencies and costs of collection; said tax
shall be assessed and collected each year and applied to the payment of the Debt Service
Requirements, and the same shall not be diverted to any other purpose. The taxes so levied and
collected shall be paid into the Bond Fund and are thereafter pledged to the payment of 'rhe
Bonds. The City Council hereby declares its purpose and intent to provide and levy a tax
legally and fully sufficient to pay the said Debt Service Requirements, it having been
determined that the existing and available taxing authority of the City for such purpose is
adequate to permit a legally sufficient tax in consideration of all other outstanding indebtedness
of other obligations of the City.
Accrued interest received from the Purchasers of the Bonds, along with any taxes
collected pertaining to the Refunded Obligations, after the Closing Date, shall be deposited to the
Bond Fund. In addition, any surplus proceeds from the sale of the Bonds, including investment
income thereon, not expended for authorized purposes shall be deposited in the Bond Fund, and
such amounts so deposited shall reduce the sums otherwise required to be deposited in said fund
from ad valorem taxes.
SECTION 12: Security for Funds. All money on deposit in the funds 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 the State of Texas for the security of public fiends, and money on deposit in such
funds shall be used only for the purposes permitted by this Ordinance.
SECTION 13: Remedies in Event of Default. In addition to all the rights and
remedies provided by the laws of the State of Texas, the City covenants and agrees particularly
that in the event the City: (a) defaults in the payments to be made to the Bond Fund; or (b)
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 City
Council of the City and other officers of the City to observe and perform any covenant,
condition, or obligation prescribed in this Ordinance.
41387643.7
No delay or omission to exercise any right or power accruing upon any default shall
impair any such right or power or shall be construed to be a waiver of any such default or
acquiescence therein, and every such right and power may be exercised from time to time and as
often as may be deemed expedient. The specific remedies herein provided shall be cumulative of
all other existing remedies and the specification of such remedies shall not be deemed to be
exclusive.
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 appearing in the Security Register at the close of business on the
business day next preceding the mailing of such notice.
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
,. , Holders, , ,� i__ r�_� __.moi_
waiver shall be the equivalent of such notice. Waivers of noticeby Ho�ders sna�� e loco w� u-
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 City, shall be delivered to the Paying
Agent/Registrar and, if not already canceled, shall be promptly canceled by the Paying
Agent/Registrar. The City may at any time deliver to the Paying Agent/Registrar for
cancellation any Bonds previously certified or registered and delivered which the City 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 City.
SECTION 16: Mutilated - Destroyed - Lost and Stolen Bonds. If. (i) any
mutilated Bond is surrendered to the Paying Agent/Registrar, or the City and the Paying
Agent/Registrar receive evidence to their satisfaction of the destruction, loss, or theft of any
Bond; and (ii) there is delivered to the City 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 City or the Paying Agent/Registrar that such Bond has been acquired by a bona fide
purchaser, the City shall execute and, upon the City's 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 and 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 City 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
City may require payment by the Holder of a sum sufficient to cover any tax or other
41387643.7 -22 -
governmental charge imposed in relation thereto and any other expenses and carges (including
attorney's fees and the fees and expenses of the Paying Agent/Registrar) connectedwtl�ere �t�-.
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 City, 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.
SECTION 17: Sale of Bonds; Authorization of Purchase Contract; Approval of Official
Statement: Proceeds of Sale. The Bonds authorized by this Ordinance are hereby sold to BOSC,
Inc., A subsidiary of BOK Financial Corporation, Richardson, Texas, as the authorized
representative of a group of underwriters (the Purchasers, and having all-the rights,benefits, and
obligations of a Holder) in accordance with the provisions of a Purchase Contract dated June 23,
2015 (the Purchase Contract) attached hereto as Exhibit B and incorporated herein by reference
as a part of this Ordinance for all purposes. The Initial Bond shall be registered in the name of
BOSC, Inc., A subsidiary of BOK Financial Corporation. The pricing and terms of the sale of
the Bonds are hereby found and determined to be the most advantageous reasonably obtainable
by the City. Each Authorized Official is hereby authorized and directed to execute the Purchase
Contract for and on behalf of the City and as the act and deed of the City Council, and in regard
to the approval and execution of the Purchase Contract, the City Council hereby finds,
determines and declares that the representations, warranties, and agreements of the City
contained in the Purchase Contract are true and correct in all material respects and shall be
honored and performed by the City. 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 Purchase Contract.
Furthermore, the City hereby ratifies, confirms, and approves in all respects (i) the City'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 any
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 June 23, 2015, in the
reoffering, sale and delivery of the Bonds to the public. The Mayor and City Secretary are
further authorized and directed to manually execute and deliver for and on behalf of the City
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 executed by said officials shall be
deemed to be approved by the City Council and constitute the Official Statement authorized for
distribution and use by the Purchasers. The proper officials of the City 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:
41387643.7 - 23 -
(1) $5,877,509.65 shall be deposited pursuant to the Agreement (defined in
Section 18 hereof) (which includes the principal amount of the Bonds all` ocated._:to the
refunding of$5,345,000.00, plus a portion of the Refunding Premium (defined below) in the
amount of $555,239.90, less a Punccasers' discount of $33,781.50, and accrued interest of
$11,051.25).
(2) The City received an original issue reoffering premium from the sale of the
Bonds of $877,662.55, of which $555,239.90 is attributable to the refunding portion of the
Bonds (the Refunding Premium) and $322,422.65 is attributable to the new money portion of
the Bonds (the New Money Premium). The Refunding Premium is hereby allocated by the City
in the following manner: (i) $33,781.50 to pay the Purchasers' compensation, (ii) $43,050.00
to pay certain costs of issuance, and (iii) $478,408.40 shall be deposited into the Escrow Fund.
pursuant to the Agreement to provide for the refunding of the Refunded Obligations in the
manner described in paragraph 1_above. The New Money_Premium_ is herebyallocated by the
City in the following manner: (i) $29,287.85 to pay the Purchasers' compensation,
(ii) $61,950.00 to pay certain costs of issuance, and (iii) $230,000 shall be counted against the
City's voted authorization and deposited into the construction fund as described in paragraph 3
below.
(3) $4,000,000 (representing $3,770,000 of principal and $230,000 of remaining
original issue premium allocated against the applicable voted authorization as specified in the
table included in the preamble of this Ordinance and as described in paragraph 2 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 Depository and shall be invested in accordance with the provisions of
Section 10 of this Ordinance. 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 12.
(4) Accrued interest in the amount of$19,155.21 shall be deposited to the Bond
Fund.
SECTION 18: Escrow and Trust Agreement Approval and Execution;Proceeds of
Sale; Contribution by City. The Escrow and Trust Agreement dated as of June 23, 2015 to be
effective upon the initial delivery of the Bonds to the Purchasers (the Agreement) between the
City and BOKF, NA, Austin, Texas (the Escrow Agent), attached hereto as Exhibit C and
incorporated herein by reference as a part of this Ordinance for all purposes, is hereby approved
as to form and content, and such Agreement in substantially the form and substance attached
hereto, together with such changes or revisions as may be necessary to accomplish the
refunding or benefit the City, is hereby authorized to be executed by the Mayor, Mayor Pro
Tem, and City Secretary and on behalf of the City and as the act and deed of this City Council;
and such Agreement as executed by said officials shall be deemed approved by the City Council
and constitute the Agreement herein approved.
41387643.7 -24-
l•4'n�r
Furthermore, any Authorized Official, or any one or more of saki,(J'f als, and Bond
Counsel in cooperation with the Escrow Agent are hereby authorized and dire' ecLt m : e the
necessary arrangements for the purchase of the Federal Securities referenced in the Agreement
and the initial delivery thereof to the Escrow Agent on the day of delivery of the Bonds to the
Purchasers for deposit to the credit of the "CITY OF CIBOLO, TEXAS GENERAL
OBLIGATION AND REFUNDING BONDS SERIES 2015 ESCROW FUND" (the Escrow
Fund), including the execution of the subscription forms for the purchase and issuance of the
"United States Treasury Securities State and Local Government Series", if any, for deposit to the
Escrow Fund; all as contemplated and provided by the provisions of the Act, this Ordinance, and
the Agreement.
Immediately following the delivery of the Bonds, the proceeds of sale along with a cash
contribution, if any, from the City (less certain costs of issuance, New Money Bond proceeds,
and accrued interest received from the Purchasers of the Bonds) shall be deposited with the
Escrow Agent for application and disbursement in accordance with the provisions of the
Agreement.
SECTION 19: Redemption of Refunded Obligations._ The Refunded Obligations
referenced in the preamble hereof become subject to redemption prior to their stated maturities
at the price of par,premium, if any, and accrued interest to the dates of redemption. The Mayor
shall give written notice to the paying agent/registrar for the Refunded Obligations and the
Escrow Agent that all of the Refunded Obligations have been called for redemption, and the
City Council orders that such obligations are called for redemption on the date set forth on
Schedule I attached to this Ordinance, and such order to redeem the Refunded Obligations on
such date shall be irrevocable upon the delivery of the Bonds. A copy of the notice of
redemption pertaining to the Refunded Obligations is attached to this Ordinance as Exhibit D
and is incorporated herein by reference for all purposes. The paying agent for the Refunded
Obligations is authorized and instructed to provide notice of this redemption to the holders of
the Refunded Obligations in the form and manner described in the ordinance authorizing the
issuance of the Refunded Obligations.
SECTION 20: Covenants to Maintain Tax-Exempt Status.
A. Definitions. When used in this Section, the following terms have the following
meanings:
Code means the Internal Revenue Code of 1986, as amended by all legislation, if
any, effective on or before the Closing Date.
Computation Date has the meaning set forth in Section 1.148-1(b) of the
Regulations.
Gross Proceeds means any proceeds as defined in Section 1.148-1(b) of the
Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of the
Regulations, of the Bonds.
Investment has the meaning set forth in Section 1.148-1(b) of the Regulations.
41387643.7 - 25 -
New Money Bonds means that portion of the Bonds other than the Refunding
Bonds.
Nonpurpose Investment means any investment property, as defined in section
148(b) of the Code, in which Gross Proceeds of the Bonds are invested and which is not
acquired to carry out the governmental purposes of the Bonds.
Rebate Amount has the meaning set forth in Section 1.148-1(b) of the
Regulations.
Refunding Bonds means that portion of the Bonds allocated in accordance with
the Regulations to refund the Refunded Obligations.
Regulations means any proposed, temporary, or final Income Tax Regulations
----"--" - ---- -----issued pursuanfto sections"103 and 141 through 150 of the Code,-and 103-of the Interna---------""----
Revenue Code of 1954, which are applicable to the Bonds. Any reference to any'specific
Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax
Regulation designed to supplement, amend or replace the specific Regulation referenced.
Yield of
(1) any Investment has the meaning set forth in Section 1.148-5 of the Regulations;
and
(2) the Bonds means the combined yield on the New Money Bonds and the
Refunding Bonds, treating them as a single issuance and as calculated pursuant to Section 1.148
of the Regulations.
B. Not to Cause Interest to Become Taxable. The City shall not use, permit the use
of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition,
construction or improvement of which is to be financed or refinanced directly or indirectly with
Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on
any Bond to become includable in the gross income, as defined in section 61 of the Code, of the
owner thereof for federal income tax purposes. Without limiting the generality of the foregoing,
unless and until the City receives a written opinion of counsel nationally recognized in the field
of municipal bond law to the effect that failure to comply with such covenant will not adversely
affect the exemption from federal income tax of the interest on any Bond, the City shall comply
with each of the specific covenants in this Section.
C. No Private Use or Private Payments. Except to the extent that it will cause the
Bonds to become "private activity bonds"within the meaning of section 141 of the Code and the
Regulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity of
Bonds:
(1) exclusively own, operate and possess all property the acquisition, construction or
improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds
of the Bonds (including property financed with Gross Proceeds of the Refunded Obligations),
and not use or permit the use of such Gross Proceeds (including all contractual arrangements
41387643.7 -26 -
with terms different than those applicable to the general public) or any property acquired,
constructed or improved with such Gross Proceeds in any activity carried on by any person or
entity (including the United States or any agency, department and instrumentality thereof) other
than a state or local government,unless such use is solely as a member of the general public; and
(2) not directly or indirectly impose or accept any charge or other payment by any
person or entity who is treated as using Gross Proceeds of the Bonds (including property
financed with Gross Proceeds of the Refunded Obligations) or any property the acquisition,
construction or improvement of which is to be financed or refinanced directly or indirectly with
such Gross Proceeds (including property financed with Gross Proceeds of the Refunded
Obligations), other than taxes of general application within the City or interest earned on
investments acquired with such Gross Proceeds pending application for their intended purposes.
D. No Private Loan. Except to the extent that it will not cause the Bonds to become
"private activity bonds" within the meaning of section 141 of the Code and the Regulations and
rulings thereunder, the City shall not use Gross Proceeds of the Bonds to snake or finance loans
to any person or entity other than a state or local government. For purposes of the foregoing
covenant, such Gross Proceeds are considered to be"loaned" to a person or entity if: (1)property
acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or
entity in a transaction which creates a debt for federal income tax purposes; (2) capacity in or
service from such property is committed to suck person or entity under a take-or-pay, output or
similar contract or arrangement; or(3) indirect benefits, or burdens and benefits of ownership, of
such Gross Proceeds or any property acquired, constructed or improved with such Gross
Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan.
E. Not to Invest at Hi er Yield. Except to the extent that it will cause the Bonds to
become "arbitrage bonds" within the meaning of section 148 of the Code and the Regulations
and rulings thereunder, the City shall not at any time prior to the final Stated Maturity of the
Bonds directly or indirectly invest Gross Proceeds in any Investment, if as a result of such
investment the Yield on any Investments acquired with Gross Proceeds (or with money replaced
thereby),whether then held or previously disposed of,materially exceeds the Yield of the Bonds.
F. Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the
Code and the Regulations and rulings thereunder, the City shall not take or omit to take any
action which would cause the Bonds to be federally guaranteed within the meaning of section
149(b) of the Code and the Regulations and rulings thereunder.
G. Information Report. The City shall timely file the information required by section
149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in
such place as the Secretary may prescribe.
H. Rebate of Arbitrage Profits. Except to the extent otherwise provided in section
148(f) of the Code and the Regulations and rulings thereunder:
(1) The City shall account for all Gross Proceeds (including all receipts, expenditures
and investments thereof) on its books of account separately and apart from all other funds (and
receipts, expenditures and investments thereof) and shall retain all records of accounting for at
41387643.7 - 27 -
least six (6) years after the day on which the last outstanding Bond is discharged'.,.=However, to
the extent permitted by law, the City may commingle Gross Proceeds of theSon'ds ht tther
money of the City, provided that the City separately accounts for each receipt and expenditure of
Gross Proceeds and the obligations acquired therewith.
(2) Not less frequently than each Computation Date, the City shall calculate the
Rebate Amount in accordance with rules set forth in section 148(f) of the Code and the
Regulations and rulings thereunder. The City shall maintain such calculations with its official
transcript of proceedings relating to the issuance of the Bonds until six years after the final
Computation Date.
(3) As additional consideration for the purchase of the Bonds by the Purchasers and
the loan of the money represented thereby and in order to induce such purchase by measures
designed to insure the excludability of the interest thereon from the gross income of the owners
thereof for federal income tax purposes, the City shall pay to theVnited States out o�t e on
Fund or its general fund, as permitted by applicable Texas statute, regulation or opinion of the
Attorney General of the State of Texas, the amount that when added to the future value of
previous rebate payments made for the Bonds equals (i) in the case of a Final Computation Date
as defined in Section 1.148-3(e)(2) of the Regulations, one hundred percent (100%) of the
Rebate Amount on such date; and (ii) in the case of any other Computation Date, ninety percent
(90%) of the Rebate Amount on such date. In all cases,the rebate payments shall be made at the
times, in the installments, to the place and in the manner as is or may be required by section
148(f) of the Code and the Regulations and rulings thereunder, and shall be accompanied by
Form 8038-T or such other forms and information as is or may be required by section 148(f) of
the Code and the Regulations and rulings thereunder.
(4) The City shall exercise reasonable diligence to assure that no errors are made in
the calculations and payments required by paragraphs (2) and (3), and if an error is made, to
discover and promptly correct such error within a reasonable amount of time thereafter (and in
all events within one hundred eighty (180) days after discovery of the error), including payment
to the United States of any additional Rebate Amount owed to it, interest thereon, and any
penalty imposed under Section 1.148-3(h) of the Regulations.
I. Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of
the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the
earlier of the Stated Maturity or final payment of the Bonds, enter into any transaction that
reduces the amount required to be paid to the United States pursuant to Subsection H of this
Section because such transaction results in a smaller profit or a larger loss than would have
resulted if the transaction had been at arm's length and had the Yield of the Bonds not been
relevant to either party.
J. Bonds Not Hedge Bonds.
(1) At the time the original bonds refunded by the Bonds were issued, the City
reasonably expected to spend at least eighty-five percent (85%) of the spendable proceeds of
such bonds within three years after such bonds were issued.
41387643.7 - 28 -
(2) Not more than fifty percent (50%) of the proceeds of the orinded
by the Refunding Bonds were, and proceeds of the New Money Bonds are expcctMA I lie;,
invested in Nonpurpose Investments having a substantially guaranteed Yield for a period of 4�r '
years or more.
(3) The City reasonably expects to spend eighty-five percent (85%) of the spendable
proceeds of the New Money Bonds within three years after the date of issuance thereof.
K. Qualified Advance Refunding. The Bonds are issued, in part, to refund the
Refunded Obligations, and certain proceeds thereof will be used more than 90 days before the
redemption of such Refunded Obligations. The City represents as follows:
(1) The Bonds are the "first advance refunding" of any original bonds issued after
1985 and are the "first or second advance refunding" of any original bonds issued before 1986,
—----- -both within t ire meaning
(2) The Refunded Obligations are being called for redemption, and will be redeemed:
(i) in the case of Refunded Obligations issued after 1985, not later than the earliest date on which
such bonds may be redeemed and on which the City will realize present value debt service
savings (determined without regard to administrative expenses) in connection with the issuance
of the Bonds; and (ii)in the case of Refunded Obligations issued before 1986, not later than the
earliest date on which such issue may be redeemed at par or at a premium of 3 percent or less
aild on which the City will realize present value debt service savings (determined without regard
to administrative expenses)in connection with the issuance of the Bonds.
(3) The initial temporary period under section 148(c) of the Code will end: (i)with
respect to the proceeds of the Bonds used to refund the Refunded Obligations not later than 30
days after the date of issue of such Bonds; and (ii)with respect to proceeds of the Refunded
Obligations on the Closing Date if not ended prior thereto.
(4) On and after the date of issue of the Bonds, no proceeds of the Refunded
Obligations will be invested in Nonpurpose Investments having a Yield in excess of the Yield on
such Refunded Obligations.
(5) The Bonds are being issued for the purposes stated in the preamble of this
Ordinance. There is a present value savings associated with the refunding. In the issuance of the
Bonds the City has: (i)neither issued more bonds, nor issued bonds earlier, and will not allow
bonds to remain outstanding longer, than reasonably necessary to accomplish the governmental
purposes for which the Bonds were issued; (ii)not employed an "abusive arbitrage device"
within the meaning of Section 1.148-10(a) of the Regulations; and (iii)not employed a"device"
to obtain a material financial advantage based on arbitrage, within the meaning of section
149(d)(4) of the Code, apart from savings attributable to lower interest rates.
L. Elections. The City hereby directs and authorizes any Authorized Official and the
City Attorney, or any combination of thein, to make elections permitted or required pursuant to
the provisions of the Code or the Regulations, as they deem necessary or appropriate in
connection with the Bonds, in the Certificate as to Tax Exemption or similar or other appropriate
certificate, form or document. Such elections shall be deemed to be made on the Closing Date.
41387643.7 - 29 -
M. Qualified Tax-Exempt Obligations. The City hereby designates the Bonds as
qualified tax-exempt obligations for purposes of section 265(b) of the Code. In furtherance of
such designation, the City represents, covenants and warrants the following: (a) during the
calendar year in which the Bonds are issued, the City(including any subordinate entities)has not
designated nor will designate obligations, which when aggregated with the Bonds, will result in
more than $10,000,000 of "qualified tax-exempt obligations" being issued; (b) the City
reasonably anticipates that the amount of tax-exempt obligations issued during the calendar year
2015 by the City (including any subordinate entities) will not exceed $10,000,000; and (c).the
City will take such action or refrain from such action as is necessary in order that the Bonds will
not be considered"private activity bonds"within the meaning of section 141 of the Code.
SECTION 21: Satisfaction of Obligation of City. If the City 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 levied under this Ordinance and all covenants, agreements, and other obligations
of the City 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 at Stated Maturity or to the redemption date
therefor, 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)
Goverm-nent Securities shall have been irrevocably deposited in trust with the Paying
Agent/Registrar, or an authorized escrow agent, which Government Securities have, in the case
of a net defeasance, been certified by an independent accounting firm to 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, on and
prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or
if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been made)
the redemption date thereof. In the event of a gross defeasance of the Bonds, the City shall
deliver a certificate from its financial advisor, the Paying Agent/Registrar, or another qualified
third party concerning the deposit of cash and/or Government Securities to pay, when due, the
principal of, redemption premium (if any), and interest due on any defeased Bonds. The City
covenants that no deposit of money or Government Securities 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 20).
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 City or deposited as directed by the City. 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
41387643.7 - 30 -
shall upon the request of the City be remitted to the City against a writ�\/` eipt therefor,
subject to the unclaimed property laws of the State 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 subsection (i) or (ii) above shall not be irrevocable,
provided that: (1) in the proceedings providing for such defeasance, the City 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(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 22: Ordinance a Contract - Amendments - Outstanding Bonds. The
City acknowledges that the covenants and obligations of the City herein contained are a material
inducement to the purchase of the Bonds. This Ordinance shall constitute a contract with the
Holders
L_ i___ b b_ 1_I__ 17 I to _7 •t a a It shall
ill)1LLerS 116111 Llllle LG L1111G, UG Ullldlll�' fill Llle �,ily, Q11L1 1LS SUCI�GSSVIS QLlu SSSigliS, aitu 1L J110.11
not be amended or repealed by the City so long as any Bond remains Outstanding except as
permitted in this Section. The City 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 City 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:
(i) 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; (ii) give any preference to any Bond over any other Bond; or (iii)
reduce the aggregate principal amount of Bonds required for consent to any such amendment,
addition, or rescission.
SECTION 23: Control and Custody of Bonds. The Mayor of the City shall be and
is hereby authorized to take and have charge of all necessary orders and records pending
investigation by the Attorney General of the State of Texas including the printing and supply of
definitive Bonds and shall take and have charge and control of the Initial Bond pending its
approval by the Attorney General of the State of Texas, the registration thereof by the
Comptroller of Public Accounts of the State of Texas and the delivery thereof to the Purchasers.
Furthermore, each Authorized Official, any or all, are hereby authorized and directed to
furnish and execute such documents relating to the City and its financial affairs as may be
necessary for the issuance of the Bonds, the approval of the Attorney General of the State of
Texas, and their registration by the Comptroller of Public Accounts of the State of Texas and,
together with the City's Financial Advisors, Bond Counsel, and the Paying Agent/Registrar, to
41387643.7 - 31 -
make the necessary arrangements for the delivery of the Initial Bond to the Purchasers and the
initial exchange thereof for definitive Bonds.
SECTION 24: Printed Opinion. The Purchasers' obligation to accept delivery of
the Bonds is subject to its being furnished a final opinion of Norton Rose Fulbright US LLP,
San Antonio, Texas, as Bond Counsel, approving the Bonds as to their validity, said opinion to
be dated and delivered as of the date of initial delivery and payment for the Bonds. Printing of a
true and correct reproduction of said opinions on the reverse side of each of the Bonds is hereby
approved and authorized.
SECTION 25: CUSIP Numbers. CUSIP numbers may be printed or typed 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
City nor attorneys approving said Bonds as to legality are to be held responsible for CUSIP
numbers incorrectly printed or typed on the Bonds.
- SECTION 26: Benefits of Ordinance. Nothing in this Ordinance, expressed or
implied, is intended or shall be construed to confer upon any person other than the City, the
Pu m- A---t/V eglstrBond Co�MIsel, the 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 City,the Paying Agent/Registrar, Bond Counsel,the Purchasers, and the Holders.
SECTION 27: 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 contained herein.
SECTION 28: 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 29: Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction hereof.
SECTION 30: 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 City Council hereby declares that this Ordinance would have been
enacted without such invalid provision.
SECTION 31: 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 32: Authorization of Paying Agent/Registrar Agreement. The City
Council of the City hereby finds and determines that it is in the best interest of the City to
413876437 - 32 -
authorize the execution of a Paying Agent/Registrar Agreement pertainine� the,rc''stration,
transferability, and payment of the Bonds. A copy of the Paying Agent/RegistrarA`greegnentjs
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.
SECTION 33: 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
City Council of the City.
SECTION 34: 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 City and the Paying Agent/Register 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 E
(the Representation Letter).
With respect to the Bonds registered in the name of Cede & Co., as nominee of DTC, the
City 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 City 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 City 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: (a) the City determines that DTC is incapable of discharging its
responsibilities described herein and in the Representation Letter; (b) the Representation Letter
shall be terminated for any reason; or(c) DTC or the City determines that it is in the best interest
of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the City shall
41387643.7 - 33 -
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
City 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 the City,
or such depository's agent or designee, and if the City 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 35: 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 11UULG1 �'GllUGl Jll�lll Ue (o11s1LLeled LU lllc] U Llle oUle b'ellUerS.
SECTION 36: 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 City 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 37: No Recourse Against City Officials. No recourse shall be had for
the payment of principal of, premium, if any, or interest on any Bond or for any claim based
thereon or on this Ordinance against any official of the City or any person executing any Bond.
SECTION 38: Continuing Disclosure Undertaking.
A. Definitions.
As used in this Section, the following terms have the meanings ascribed to such terms
below:
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.einma.msrb.org.
MSRB means the Municipal Securities Rulemaking Board.
Rule means SEC Rule 15c2-12, as amended from time to time.
41387643.7 - 34 -
SEC means the United States Securities and Exchange Commission.
B. Annual Reports.
The City shall file annually with the MSRB, (1) within six months after the end of each
fiscal year of the City ending in or after 2015, financial information and operating data with
respect to the City of the general type included in the final Oficial Statement authorized by
Section 17 of this Ordinance, being the information described in Exhibit F hereto, and (2) if not
provided as part such financial infonnation 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 F 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 sha fieuna�cu ite�ic
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 financial statements becomes available.
Under current Texas law, including, but not limited to, Chapter 103, 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 City Secretary
within 180 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 City 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 ten (10) business days after occurrence of the
event:
(1) Principal and interest payment delinquencies;
(2) Non-payment related defaults, if material;
(3) Unscheduled draws on debt service reserves reflecting financial
difficulties;
(4) Unscheduled draws on credit enhancements reflecting financial
difficulties;
(5) Substitution of credit or liquidity providers, or their failure to perform;
41387643.7 - 35 -
(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;
(7) Modifications to rights of holders of the Bonds, if material;
(8) Bond calls, if material, and tender offers;
(9) 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 City, which
shall occur as described below;
(13) The consummation of a merger, consolidation, or acquisition involving the
City 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;
and
(14) Appointment of a successor or additional paying agent/registrar or the
change of name of a paying agent/registrar,if material.
For these purposes, 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 City in a proceeding under the United States Bankruptcy Code or in any
other proceeding under state or federal law in which a court or governmental authority has
assumed jurisdiction over substantially all of the assets or business of the City, or if such
jurisdiction has been assumed by leaving the existing governing body and officials or officers in
possession but subject to the supervision and orders of a court or governmental authority, or the
entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or
governmental authority having supervision or jurisdiction over substantially all of the assets or
business of the City.
The City shall file notice with the MSRB, in a timely manner, of any failure by the City
to provide financial information or operating data in accordance with this Section by the time
required by this Section.
D. Limitations Disclaimers. and Amendments.
41387643.7 -36 -
The City shall be obligated to observe and perform the covenants spe i `inr!,s7 Section
for so long as, but only for so long as, the City remains an"obligated person"with t�e�'q t�o't e
Bonds within the meaning of the Rule, except that the City 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 City
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 City'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 City does not makeany 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 CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON,IN CONTRACT OR
TOR , FOR DAMiAGES RESTJL T_1NG iN vJHiLE O" .iN PART rnvPA ArdY BREACH nY
THE CITY, 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 City 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 City under federal and state securities laws.
The provisions of this Section may be amended by the City from time to time to adapt to
changed circumstances that arise from a change in legal requirements, a change in law, or a
change in the identity, nature, status, or type of operations of the City, but only if (1)the
provisions of this Section, as so amended, would have permitted an underwriter to purchase or
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 City (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 City 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 City 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
413876437 - 37 -
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
City so amends the provisions of this Section, the City shall include with any amended financial
information or operating data next provided in accordance with this Section an explanation, in
narrative fonu, 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 City 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 ietiansmitted by electronic
means and the series of obligations to which such continuing disclosure documents relate must
be identified by CUSIP number or numbers.
+ +n �.c rr.< '�o� t»irmt ant to thl:o Section may be
Fiiianvial inivi''i"nativn and vperatuig data w vv pLv✓iuvu t..alU..ali� ���+�
set forth in fall 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.
SECTION 39: Further Procedures. The officers and employees of the City 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 City 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 Agreement, the Paying
Agent/Registrar Agreement, the Purchase Contract, 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 City 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 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.
41387643.7 - 3 8 -
4 C. ';-41
PASSED AND ADOPTED by the City Council of the City of Cibolo, Texas, this the 23rd u
day of June,2015.
CITY OF CIBOLO, TEXAS
Lisa M. Jackson
Mayor
ATTEST:
Peggy Cimics
04—Secretary
(CITY SEAL)
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41387643.7 S-1
INDEX TO SCHEDULES AND EXHIBITS
Schedule I Schedule of Refunded Obligations
Exhibit A - Paying Agent/Registrar Agreement
Exhibit B - Purchase Contract
Exhibit C Escrow Agreement
Exhibit D Notice of Redemption
- - - - - Exhibit E- -DTC Letter of Representations-
Exhibit
epresentations Exhibit F - Description of Annual Financial Information
[The remainder of this page intentionally left blank.]
41387643.7 Index-1
7 1,
r L
Schedule I
Refunded Obligations
1. City of Cibolo, Texas General Obligation Public Improvement and
Refunding Bonds, Series 2007, dated July 1,2007, in the original principal
amount of$11,000,000 stated to mature on February 1 in the year 2027 in
the aggregate principal amount of$5,510,000, to be redeemed on February
1,2017.
41387643.7 Schedule I
EXHIBIT A
Paying Agent/Registrar Agreement
See Tab No.—
41387643.7 A-1
EXHIBIT B
Purchase Contract
See Tab No.
41387643.7 B-1
EXHIBIT
Escrow Agreement
See Tab No.
41387643.7 C-1
EXHIBIT D
Notice of Redeinption
See Tab No.
413R7643.7 D-1
EXHIBIT ]E
DTC Letter of Representations
See Tab No. _
41387643.7 E-1
(EXHIBIT F
Description of Annual Financial Information
The following information is referred to in Section 38 of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City 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 portions of the unaudited
- - -- -frnauciltat�ments of the City appendedo the "f" 1-Stateme�n asppe�cn ix I�;bum or --------"--
most recently concluded fiscal year.
2. The quantitative financial information and operating data of the City of the
general type included in Table 1 of the body of the Official Statement and Tables 1 through 16
appearing in Appendix A to the Official Statement.
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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41387643.7 F-1