ORD 703 02/07/2006 1
' $3,000,000
City of Cibolo, Texas
Utility System Revenue Bonds,
Series 2006
45707213.2
1-7
INDEX OF DOCUMENTS
$3,000,000
City of Cibolo,Texas
_ Utility System Revenue Bonds,
Series 2006
I �I
TAB NO. DOCUMENT
Transaction Documents
1. * Certified Ordinance Authorizing the Bonds
2. Specimen Definitive Bonds
3. * Paying Agent/Registrar Agreement
Sale and Offering Documents
4. * Purchase and Investment Letter
Closing Certificates
5. * General Certificate of the Issuer
6. Signature and No-Litigation Certificate
7. Certificate as to Tax Exemption
8. IRS Form 8038-G
Opinions
9. Approval by the Attorney General of the State of Texas and Comptroller's
Registration Certificate
10. Opinion of Fulbright& Jaworski L.L.P., as Bond Counsel
Miscellaneous
11. * Transmittal Letter to the Comptroller of Public Accounts
12. Transmittal Letter to Paying Agent/Registrar
13. Receipt
45707213.2
*Denotes documents submitted to the Texas Attorney General
CERTIFICATE OF CITY SECRETARY
THE STATE OF TEXAS §
GUADALUPE COUNTY §
1 ! CITY OF CIBOLO §
THE UNDERSIGNED HEREBY CERTIFIES that:
1. On the 7th day of February, 2006, the City Council (the Council) of the City of
Cibolo, Texas (the City) convened in special session at theregular meeting place in the City Hall
of the City (the Meeting), the duly constituted members of the Council being as follows:
Johnny Sutton Mayor
Jeff Campbell Mayor Pro Tern
Gary Kelley Councilmember
Miguel Troncoso Councilmember
Jennifer Hartman Councilmember
Bede Ramcharan Councilmember
and all of such persons were present at the Meeting, except the following: Ramcharan , thus
constituting a quorum. Among other business considered at the Meeting, the attached ordinance
(the Ordinance) entitled:
AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF CIBOLO,
TEXAS AUTHORIZING THE ISSUANCE OF "CITY OF CIBOLO, TEXAS
UTILITY SYSTEM REVENUE BONDS, SERIES 2006"; PROVIDING FOR
THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE BONDS
BY A FIRST AND PRIOR LIEN ON AND PLEDGE OF THE NET
REVENUES OF THE SYSTEM;. PROVIDING THE TERMS AND
CONDITIONS OF SUCH BONDS AND RESOLVING OTHER MATTERS
INCIDENT AND RELATING TO THE ISSUANCE, PAYMENT, SECURITY,
SALE, AND DELIVERY OF SUCH BONDS; AUTHORIZING THE
EXECUTION OF A PAYING AGENT/REGISTRAR AGREEMENT AND A
j PURCHASE AND INVESTMENT LETTER; COMPLYING WITH THE
REQUIREMENTS OF THE DEPOSITORY TRUST COMPANY'S LETTER OF
REPRESENTATIONS; AND PROVIDING FOR AN EFFECTIVE DATE
was introduced and submitted to the Council for passage and adoption. After presentation and
due consideration of the Ordinance, a motion was made by Councilmember Campbell that
the Ordinance be finally passed and adopted in accordance with the City's Home Rule Charter.
The motion was seconded by Councilmember Troncoso and carried by the following vote:
All voted "For" 0 voted"Against" 0 abstained
45707662.2
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all as shown in the official Minutes of the Council for the Meeting.
2. The attached Ordinance is a true and correct copy of the original on file in the
official records of the City; the duly qualified and acting members of the Council of the City on
the date of the Meeting are those persons shown above, and, according to the records of my
office, each member of the Council was given actual notice of the time, place, and purpose of the
Meeting and had actual notice that the Ordinance would be considered; and the Meeting and
deliberation of the aforesaid public business, including the subject of the Ordinance, was posted
and given in advance thereof in compliance with the provisions of Chapter 551, as amended,
Texas Government Code, as amended.
IN WITNESS WHEREOF, I have signed my name officially and affixed the seal of the
City,this 7th day of February, 2006.
City Secretary,
City of Cibolo, Texas
(SEAL)
-2-
45707662.2
CERTIFICATE OF CITY SECRETARY
I, the under igned City Secretary of the City of Cibolo, Texas (the "City"), certify that
Councilmember p, rn/1O-ra41 , a member of the City Council of the City of Cibolo,
Texas, was provided with notice to the holding of a special meeting of the City Council to be
held on the 7th day of February, 2006, at 7:00 o'clock P.M., in the regular meeting place of the
City at the City Hall, for the purpose of passing, adopting, or otherwise acting upon
AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF CIBOLO,
TEXAS AUTHORIZING THE ISSUANCE OF "CITY OF CIBOLO, TEXAS
UTILITY SYSTEM REVENUE BONDS, SERIES 2006"; PROVIDING FOR
THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE BONDS
BY A FIRST AND PRIOR LIEN ON AND PLEDGE OF THE NET
REVENUES OF THE SYSTEM; PROVIDING THE TERMS AND
CONDITIONS OF SUCH BONDS AND RESOLVING OTHER MATTERS
INCIDENT AND RELATING TO THE ISSUANCE, PAYMENT, SECURITY,
SALE, AND DELIVERY OF SUCH BONDS; AUTHORIZING THE
EXECUTION OF A PAYING AGENT/REGISTRAR AGREEMENT AND A
PURCHASE AND INVESTMENT LETTER; COMPLYING WITH THE
REQUIREMENTS OF THE DEPOSITORY TRUST COMPANY'S LETTER OF
) REPRESENTATIONS; AND PROVIDING FOR AN EFFECTIVE DATE
and for the purpose of acting upon such other matters as may properly come before such
meeting.
CITY OF CIBOLO, TEXAS
r�
- City Secretary
(CITY SEAL)
45716074.1
1 y
WAIVER OF NOTICE AND CONSENT TO SPECIAL MEETING
WE, the undersigned members of the City Council of the City of Cibolo, Texas,
HEREBY WAIVE NOTICE and CONSENT to the holding of a special meeting of the City
Council to be held on the 7th day of February,2006,at 7:00 o'clock P.M.,in the regular meeting
place of the City at the City Hall, for the purpose of passing, adopting, or otherwise acting upon
AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF CIBOLO,
TEXAS AUTHORIZING THE ISSUANCE OF "CITY OF CIBOLO, TEXAS
UTILITY SYSTEM REVENUE BONDS, SERIES 2006"; PROVIDING FOR
THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE BONDS
BY A FIRST AND PRIOR LIEN ON AND PLEDGE OF THE NET
REVENUES OF THE SYSTEM; PROVIDING THE TERMS AND
CONDITIONS OP SUCH BONDS AND RESOLVING OTHER MATTERS
INCIDENT AND RELATING TO THE ISSUANCE, PAYMENT, SECURITY,
SALE, ANT.) DELIVERY OF SUCH BONDS; AUTHORIZING THE
EXECUTION OF A PAYING AGENT/REGISTRAR AGREEMENT AND A
PURCHASE AND INVESTMENT LETTER; COMPLYING WITH THE
REQUIREMENTS OF THE DEPOSITORY TRUST COMPANY'S LETTER OF
REPRESENTATIONS;AND PROVIDING FOR AN EFFECTIVE DATE
and for the purpose of acting upon such other matters as1 may properly come before such
meeting.
SIGNED this _day of February,2006.
1,..g a /
A , (...,..-
5serit Member
Absent Member
—
Absent Member
115 06276.1
it
lil
Ordinance No. 703
FINAL
AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF CIBOLO,
TEXAS AUTHORIZING THE ISSUANCE OF "CITY OF CIBOLO,
TEXAS UTILITY SYSTEM REVENUE BONDS, SERIES 2006";
PROVIDING FOR THE PAYMENT OF THE PRINCIPAL OF AND
INTEREST ON THE BONDS BY A FIRST AND PRIOR LIEN ON AND
PLEDGE OF THE NET REVENUES OF THE SYSTEM; PROVIDING
THE TERMS AND CONDITIONS OF SUCH BONDS AND RESOLVING
OTHER MATTERS INCIDENT AND RELATING TO THE ISSUANCE,
PAYMENT, SECURITY, SALE, AND DELIVERY OF SUCH BONDS;
! AUTHORIZING THE EXECUTION OF A PAYING AGENT/REGISTRAR
AGREEMENT AND A PURCHASE AND INVESTMENT LETTER;
COMPLYING WITH THE REQUIREMENTS 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)
has determined that revenue bonds (the Bonds) payable from and equally and ratably secured
solely by a first and prior lien on and pledge of the Net Revenues (hereinafter defined) of the
^moi City's combined utility system (the System) should be issued for the purposes hereinafter
I described; and
WHEREAS, the City is empowered by the provisions of Chapter 1502, as amended,
Texas Government Code and the City's Home Rule Charter to issue the Bonds; and
WHEREAS, the City intends to utilize the proceeds of the Bonds for the purpose of
(i) acquiring, purchasing, constructing, improving, enlarging, or equipping the System, and
(ii)paying the costs of issuing the Bonds; and
WHEREAS, the City Council hereby finds and determines that revenue bonds described
herein in the principal amount of$3,000,000 should be issued and sold at this time; and
WHEREAS, the City Council hereby finds and determines that this action and the
adoption of this Ordinance, is in the best interest of the citizens of the City; now,therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CIBOLO, TEXAS
THAT:
SECTION 1. Authorization - Designation - Principal Amount - Purpose. Revenue
bonds of the City shall be and is hereby authorized to be issued in the aggregate principal amount
of THREE MILLION AND NO/100 DOLLARS ($3,000,000),to be designated and bear the title
of CITY OF CIBOLO, TEXAS UTILITY SYSTEM REVENUE BONDS, SERIES 2006 (the
Bonds), pursuant to an ordinance adopted by the City Council (the Ordinance) for the purpose of
providing funds for (i) acquiring, purchasing, constructing, improving, enlarging, or equipping
the combined utility system, and (ii)paying the costs of issuing the Bonds. The Bonds shall be
payable from and equally and ratably secured solely by a first and prior lien on and pledge of the
Net Revenues (hereinafter defined) of the System (hereinafter defined). The Bonds are
45707212.5
authorized to be issued pursuant to the authority conferred by and in conformity with the laws of
the State of Texas, particularly Chapter 1502, as amended, Texas Government Code, the City's
Home Rule Charter, and the Ordinance.
SECTION 2. Fully Registered Obligations - Authorized Denominations - Stated
Maturities - Interest Rates - Date. The Bonds are issuable in fully registered form only; shall be
dated February 1, 2006 (the Bond Date) and shall generally be in denominations of$100,000 or
any integral multiple of$5,000 in excess thereof, and the Bonds shall become due and payable
on February 1 in each of the years and in principal amounts (the Stated Maturities) and bear
interest on the unpaid principal amounts to the earlier of redemption or Stated Maturity, at the
per annum rates, while Outstanding, in accordance with the following schedule:
Year of Principal Interest
Stated Maturity Amounts ($) Rates(%)
2007 95,000 4.07
2008 100,000 4.07
2009 110,000 4.07
2010 115,000 4.07
2011 125,000 4.07
2012 130,000 4.07
2013 135,000 4.07
2014 140,000 4.07
2015 150,000 4.07
2016 160,000 4.07
2017 145,000 4.07
2018 150,000 4.07
2019 155,000 4.07
2020 165,000 4.07
2021 170,000 4.07
2022 175,000 4.07
2023 185,000 4.07
2024 190,000 4.07
2025 200,000 4.07
2026 205,000 4.07
SECTION 3. Payment of Bonds - Interest Payments - Paying Agent/Registrar. The
principal of, premium, if any, and interest on the Bonds, due and payable by reason of Stated
Maturity, redemption, or otherwise, shall be payable 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 and interest on the Bonds shall be without exchange or
collection charges to the Holder(as hereinafter defined)of the Bonds.
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45707212.5 -2-
The Bonds shall bear interest on the unpaid principal amount thereof from the Closing
Date, or from the most recent Interest Payment Date to which interest has been paid or duly
provided for, at the per annum rates shown above in Section 2, computed on the basis of a
360-day year of twelve 30-day months, and interest thereon shall be payable semiannually on
February 1 and August 1 of each year (the Interest Payment Date), commencing August 1, 2006,
{ while the Bonds are Outstanding.
The selection and appointment of Bank of America, N.A., Dallas, Texas, to serve as the
initial 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 or other 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, in substantially final form, as
Exhibit A hereto, and such reasonable rules and regulations as the Paying Agent/Registrar and
the City 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 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 new Paying Agent/Registrar.
Both 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 appearing on the Security Register (the Holder or Holders) maintained on behalf of the
City by the Paying Agent/Registrar as hereinafter provided (i)on the Record Date (hereinafter
defined) for purposes of payment of 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 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 an Interest Payment Date for the Bonds
(the Record Date) and shall be paid (i)by check sent 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.
45707212.5 -3-
-yl
- The City agrees that principal and interest payments due on the Bonds will be deducted
automatically on eachpayment date from the Bond Fund held in a checking account of the City
held by the Paying Agent/Registrar or another financial institution. All payments made by the
City shall be made without condition or deduction for any counterclaim, defense, recoupment or
setoff. The Purchasers will debit this checking account on each payment date. The City will
maintain sufficient funds in the checking account on the dates the Purchasers enter debits
authorized by this Ordinance. If there are insufficient funds in the checking account on the date
the Purchasers enter any debit authorized by this Ordinance, without limiting the Purchasers'
other remedies in such an event,the Purchasers may reverse the debt.
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 or other 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
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. Optional Redemption. The Bonds shall be subject to redemption prior to Stated
Maturity, at the option of the City, on any date, as a 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 plus a,Prepayment Fee. The Prepayment Fee shall be equal to the greater of
(i)zero,or(ii)the Mark-to-Market adjustment.
For the purposes of calculating the Prepayment Fee,the following definitions shall apply:
(1) Mark-to-Market Adjustment: The amount, calculated on any prepayment
date, which is derived by subtracting: (i) the principal amount of the Bonds to be prepaid
as of such prepayment date, from (ii) the Mark-to-Market Value of the Bonds to be
prepaid on such prepayment date.
(2) Mark-to-Market Value: The amount, calculated on any prepayment date,
which is derived by summing the present values of each prospective payment of principal
and interest which without such full or partial prepayment, could otherwise have been
received by the Purchasers over the remaining contractual life of the Bonds if the
45707212.5 -4-
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'—' Purchasers had instead invested the proceeds of the Bonds on the Closing Date at the
Initial Blended Money Market Funds Rate. The individual discount rate used to evaluate
each prospective payment of interest and/or principal shall be the Current Blended
Money Market Funds Rate for the maturity matching that of each specific payment of
principal and/or interest.
(3) Initial Blended Money Market Funds Rate: That borrowing rate,
calculated on the Closing Date and including costs incurred by the Purchasers of FDIC
insurance, reserve requirements, and other such explicit or implicit cost levied upon the
Purchasers by any regulatory agency, which would be attainable by the Purchasers if it
borrowed funds with an interest payment frequency and principal repayment schedule
matching that of the Bonds. Such funds would be borrowed in one or more wholesale
funding markets available to the Purchasers, including negotiable certificates of deposits,
federal funds and others. The City acknowledges that the Purchasers may not actually
purchase the Bonds with any such specific matched set or mix of instruments, and that
the Initial Blended Money Market Funds Rate is the Purchasers' reasonable estimate
only.
(4) Current Blended Money Market Funds Rate: That rate, calculated on the
• prepayment date and including cost incurred by the Purchasers of FDIC insurance,
reserve requirements, and other such explicit or implicit cost levied upon the Purchasers
by any regulatory agency, which would be attainable by the Purchasers if it borrowed
funds in a maturity matching a specific prospective Bond payment date. Such funds
would be borrowed in one or more wholesale funding markets available to the
Purchasers, including negotiable certificates of deposit, federal funds, or others. A
separate Current Blended Money Market Funds Rate will be calculated for each
prospective interest and/or principal payment date. The City acknowledges that the
;_i Current Blended Money Market Funds Rate is the Purchasers' reasonable estimate only,
and that the Purchasers are under no obligation actually to purchase or match funds for
any transaction.
B. Exercise of Redemption Option. At least forty-five (45) days prior to a date set
for the redemption of 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 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 Bonds shall be entered in the minutes of the governing body of the City.
C. Selection of Bonds for Redemption. If less than all Outstanding p t tandin Bonds of the
g
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.
D. Notice of Redemption. Not less than thirty (30) days prior to a redemption date
for the Bonds, a notice of redemption shall be sent by United States Mail, first-class postage
45707212.5 -5-
ii
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 part, 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.
ii
—' 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 tobe redeemed, shall cease to accrue from and after the redemption
date, and (v) specify that payment of the redemption price for the Bonds, or the principal amount
thereof to be redeemed, shall be made at the corporate trust office of the Paying Agent/Registrar
only upon presentation and surrender thereof by the Holder. If a Bond is subject by its terms to
redemption and has been called for redemption and notice of redemption thereof has been duly
given or waived as herein 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 payment by the Paying Agent/Registrar, then on
the redemption date designated in such notice, interest on said 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. 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). Additionally, this notice may also be sent by the City to any
• registered securities depository and to any national information service that disseminates
redemption notices.
If a Bond is subject by its terms to redemption and has been called for redemption and
notice of redemption thereof has been duly given as hereinabove provided, such Bond (or the
principal amount thereof to be redeemed) so called for redemption shall become due and
payable, and if money sufficient for the payment of such Bonds (or of the principal amount
thereof to be redeemed) at the then applicable redemption price is held for the purpose of such
payment by the Paying Agent/Registrar, then on the redemption date designated in such notice,
interest on the Bond(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.
E. Transfer/Exchange of Bonds. Neither the City nor the Paying Agent/Registrar
shall be required to (i)transfer or-exchange any Bond during a period beginning forty-five (45)
days prior to the date fixed for redemption of the Bonds or to (ii)transfer or exchange any Bond
jselected 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.
45707212.5 -6-
SECTION 5. Execution - Registration. The Bonds shall be executed on behalf of the
-_ City by its Mayor, 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
Dated 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 Bondshall 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. The
Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and
i—i address of every owner of the Bonds, or, if appropriate, the nominee thereof. Any Bond may, in
accordance with its terms and the terms hereof, be transferred or exchanged for Bonds of 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 or other of the
Paying Agent/Registrar, the City shall execute and the Paying Agent/Registrar shall register and
deliver, in the name of the designated transferee or transferees, one or more new Bonds of
authorized denomination and having the same Stated Maturity and of a like interest rate and
aggregate principal amount as the Bond or Bonds surrendered for transfer.
At the option of the Holder, Bonds may be exchanged for other Bonds of the same series
and 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 or other 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,the Bonds,to the Holder requesting the
exchange.
All Bonds issued upon any transfer or exchange of Bonds shall be delivered at the
corporate trust or other office of the Paying Agent/Registrar, or be sent by registered mail 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.
45707212.5 -7-
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 fee, 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 30 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 Bonds(s). The Bonds herein authorized shall be issued initially
either (i)as a single fully-registered Bond in the aggregate principal amount of$3,000,000 with
principal installments to become due and payable as provided in Section 2 and numbered T-1, or
(ii)as one (1) fully-registered Bond for each year of Stated Maturity in the applicable principal
amount and denomination and to be numbered consecutively from T-1 and upward (the Initial
Bond(s)) and, in either case, the Initial Bond(s) shall be registered in the name of the initial
purchaser or the designee thereof. The Initial Bond(s) shall be the Bonds submitted to the Office
of the Attorney General of the State of Texas for approval, certified and registered by the Office
of the Comptroller of Public Accounts of the State of Texas and delivered to the initial
purchaser. Any time after the delivery of the Initial Bond(s), the Paying Agent/Registrar,
pursuant to written instructions from the Purchasers, or the designee thereof, shall cancel the
Initial Bond(s) delivered hereunder and exchange therefor definitive Bonds of like kind and of
authorized denominations, Stated Maturities, principal amounts and bearing applicable interest
rates for transfer and delivery to the Holders named at the addresses identified therefor; all
pursuant to and in accordance with such written instructions from the initial purchaser, or the
designee thereof, and such other information and documentation as the Paying Agent/Registrar
may reasonably require.
SECTION 8. FORMS.
A. Forms Generally. The Bonds, the Registration Certificate of the Comptroller of
Public Accounts of the State of Texas, the Certificate of Registration, 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 any reproduction of an opinion of 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.
45707212.5 -8-
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(s)
submitted to the Attorney General of Texas may be typewritten or photocopied or otherwise
reproduced.
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45707212.5 -9-
B. Form of Definitive Bond.
REGISTERED PRINCIPAL
REGISTERED AMOUNT
NO. $
� I
United States of America
State of Texas
County of Guadalupe
CITY OF CIBOLO, TEXAS
UTILITY SYSTEM REVENUE BONDS,
SERIES 2006
Bond Date: Interest Rate: Stated Maturity: CUSIP No.
February 1,2006
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
The City of Cibolo, Texas (the City), a body corporate and municipal corporation in the
County of Guadalupe, State of Texas, for value received, hereby promises to pay to the order of
the Registered Owner specified above, or the registered assigns thereof, on the Stated Maturity
date specified above, the Principal Amount specified 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 Closing Date
specified above, 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 Stated Maturity, while
Outstanding, at the per annum rate of interest specified above; such interest being payable on
February 1 and August 1 of each year(the Interest Payment Date)commencing August 1,2006.
Principal and premium, if any, of the Bond shall be payable to the Registered Owner
hereof (the Holder) upon presentation and surrender (provided, however, with respect to
principal payments prior to the final Stated Maturity, the Bonds need not be surrendered to the
Paying Agent/Registrar, who will merely document this payment on an internal ledger
maintained by the Paying Agent/Registrar), at the corporate trust or other office of the Paying
Agent/Registrar executing the registration certificate appearing hereon or a successor thereof.
Interest shall be payable,to the Holder of this Bond (or one or more Predecessor Bonds, as
defined in the Ordinance hereinafter referenced) whose name appears on the Security Register
maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is
the fifteenth day of the month next preceding each interest payment date. All payments of
- principal of 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 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.
45707212.5 -10-
I
This Bond is one of the series specified in its title issued in the aggregate principal
amount of$3,000,000 (the Bonds) pursuant to an ordinance adopted by the governing body of
the City (the Ordinance), for the purpose of providing funds for (i) acquiring, purchasing,
constructing, improving, enlarging, or equipping the City's combined utility system (the System),
and(ii)paying the costs of issuing the Bonds. The Bonds are authorized to be issued pursuant to
the authority conferred by and in conformity with the laws of the State of Texas, particularly
Chapter 1502, as amended, Texas Government Code, the City's Home Rule Charter, and the
Ordinance.
The Bonds may be redeemed prior to their Stated Maturities, at the option of the City, on
any date, in whole or in part in principal amounts of$5,000 or any integral multiple thereof(and
if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar) at the
redemption price of par, together with accrued interest to the date of redemption plus the
Prepayment Fee, 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
terms and provisions relating thereto contained in the Ordinance. The Prepayment Fee shall be
equal to the greater of (i) zero, or (ii) the Mark-to-Market adjustment. For the purposes of
calculating the Prepayment Fee,the following definitions shall apply:
(1) Mark-to-Market Adjustment: The amount, calculated on any prepayment
date, which is derived by subtracting: (i)the principal amount of the Bonds to be prepaid
as of such prepayment date, from (ii) the Mark-to-Market Value of the Bonds to be
prepaid on such prepayment date.
(2) Mark-to-Market Value: The amount, calculated on any prepayment date,
which is derived by summing the present values of each prospective payment of principal
and interest which without such full or partial prepayment, could otherwise have been
received by the Purchasers over the remaining contractual life of the Bonds if the
Purchasers had instead invested the proceeds of the Bonds on the Closing Date at the
Initial Blended Money Market Funds Rate. The individual discount rate used to evaluate
each prospective payment of interest and/or principal shall be the Current Blended
Money Market Funds Rate for the maturity matching that of each specific payment of
principal and/or interest.
(3) Initial Blended Money Market Funds Rate: That borrowing rate,
calculated on the issuance date and including costs incurred by the Purchasers of FDIC
insurance, reserve requirements, and other such explicit or implicit cost levied upon the
Purchasers by any regulatory agency, which would be attainable by the Purchasers if it
borrowed funds with an interest payment frequency and principal repayment schedule
matching that of the Bonds. Such funds would be borrowed in one or more wholesale
funding markets available to the Purchasers, including negotiable certificates of deposits,
federal funds and others. The City acknowledges that the Purchasers may not actually
purchase the Bonds with any such specific matched set or mix of instruments, and that
the Initial Blended Money Market Funds Rate is the Purchasers' reasonable estimate
only.
45707212.5 -1 1-
i
(4) Current Blended Money Market Funds Rate: That rate, calculated on the
prepayment date and including cost incurred by the Purchasers of FDIC insurance,
reserve requirements, and other such explicit or implicit cost levied upon the Purchasers
by any regulatory agency, which would be attainable by the Purchasers if it borrowed
j= I funds in a maturity matching a specific prospective Bond payment date. Such funds
would be borrowed in one or more wholesale funding markets available to the
Purchasers, including negotiable certificates of deposit, federal funds, or others. A
separate Current Blended Money Market Funds Rate will be calculated for each
prospective interest and/or principal payment date. The City acknowledges that the
Current Blended Money Market Funds Rate is the Purchasers' reasonable estimate only,
and that the Purchasers are under no obligation actually to purchase or match funds for
any transaction.
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 or other 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 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, Prepayment Fee, 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 special obligations of the City payable from and equally and
ratably secured solely by a first and prior lien on and pledge of the net revenues (the Net
Revenues) derived from the operation of the City's combined utility system (the System). The
City has previously authorized the issuance of the Limited Pledge Obligations (as defined in the
Ordinance) which are payable, in part, from and equally and ratably secured by a limited lien on
and pledge of the Net Revenues of the System, such pledge being subordinate and inferior to the
pledge of the Net Revenues securing the payment of the Bonds and any Additional Prior Lien
Obligations, Junior Lien Obligations, and Subordinate Lien Obligations hereafter issued by the
City. In the Ordinance, the City reserves and retains the right to issue Additional Prior Lien
Obligations, Junior Lien Obligations, Subordinate Lien Obligations, and Additional Limited
Pledge Obligations, without limitation as to principal amount but subject to any terms,
conditions, or restrictions set forth in the Ordinance or as may be applicable thereto under law or
otherwise. The Bonds do not constitute a legal or equitable pledge, charge, lien, or encumbrance
upon any property of the City or System, except with respect to the Net Revenues.
45707212.5 -12-
ice)
i I
The Holder hereof shall never have the right to demand payment of this obligation out of
any funds raised or to be raised by taxation.
�
- Reference is hereby made to the Ordinance, a copy of which is on file in the corporate
trust or other 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 and
nature of the Net Revenues of the System pledged for the payment of the Bonds; the terms and
conditions under which the City may issue Additional Prior Lien Obligations, Junior Lien
Obligations, Subordinate Lien Obligations, and Additional Limited Pledge Obligations;the terms
and conditions relating to the transfer or exchange of the Bonds; 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 redeemed or discharged at or prior to the Stated
Maturity thereof, and deemed to be no longer Outstanding thereunder; and for the other terms
and provisions specified in the Ordinance. Capitalized terms used herein have the same
meanings assigned in the Ordinance.
This Bond, subject to certain limitations contained in the Ordinance, may be transferred
on the Security Register upon presentation and surrender at the corporate trust or other 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 the issuance of this Bond in order to
render the same a legal, valid, and binding special obligation of the City have been performed,
exist, and have been done, in regular and due time, form, and manner, as required by law, and
that issuance of the Bonds 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
45707212.5 -13-
Bonds by a pledge of and lien on the Net Revenues of the System. 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.
IN WITNESS WHEREOF, the City Council of the City has caused this Bond to be duly
executed under the official seal of the City.
, i
L CITY OF CIBOLO, TEXAS
By
Mayor
f
ATTESTED:
City Secretary
(CITY SEAL)
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, f
45707212.5 -14-
_,`
C. *Form of Registration Certificate of Comptroller of Public Accounts to Appear on
Initial Bond(s)Only.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
J OFFICE OF THE COMPTROLLER OF §
PUBLIC ACCOUNTS §
§ REGISTER NO.
LI 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.
l WITNESS my signature and seal of office this
Comptroller of Public Accounts
- of the State of Texas
(SEAL)
*NOTE TO PRINTER: Not to appear on printed Bonds.
D. Form of Certificate of Paying Agent/Registrar to Appear on Definitive Bonds
Only.
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
' 1 Public Accounts, as shown by the records of the Paying Agent/Registrar.
Registered this date: BANK OF AMERICA,N.A., as Paying
Agent/Registrar
By:
Authorized Signature
-.J
45707212.5 -15-
i
-I
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E. Form of Assignment.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto
(Print or typewrite name, address, and zip code of transferee):
•
(Social Security or other identifying 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:
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45707212.5 -16-
� I
I ,
F. The Initial Bond(s) shall be in the form set forth in paragraph B of this Section,
except that the form of a single fully registered Initial Bond shall be modified as follows:
(i) immediately under the name of the Bond(s) the headings "Interest Rate" and "Stated
Maturity"shall both be completed"as shown below";
(ii)the first two paragraphs shall read as follows:
i Registered Owner:
Principal Amount:
The City of Cibolo, Texas (the City), a body corporate and municipal corporation in the
County of Guadalupe, State of Texas, for value received, hereby promises to pay to the order of
the Registered Owner named above, or the registered assigns thereof, the Principal Amount
__ specified above on the first day of February in each of the years and in principal amounts and
Jbearing interest at per annum rates in accordance with the following schedule:
Years of Principal Interest
Stated Maturity Amounts($) Rates (%)
(Information to be inserted from
schedule in Section 2 hereof).
(or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the
unpaid Principal Amount hereof from the Closing 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 Stated Maturity, while Outstanding, at the per annum rate of interest specified
above computed on the basis of a 360-day year of twelve 30-day months; such interest being
payable on February 1 and August 1 of each year (the Interest Payment Date), commencing
August 1,2006.
Principal of this Bond shall be payable to the Registered Owner hereof (the Holder),
upon its presentation and surrender, at the corporate trust office of Bank of America, N.A.,
Dallas, Texas (the Paying Agent/Registrar). Interest shall be payable to the Holder of this Bond
whose name appears on the Security Register maintained by the Paying Agent/Registrar at the
close of business on the Record Date, which is the fifteenth day of the month next preceding
each interest payment date. All payments of principal of 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, and at the risk and
expense of, the Holder hereof.
45707212.5 -17-
f
ii
G. Insurance Legend. If bond insurance is obtained by the Purchasers or the City for
the Bonds, the definitive Bonds and the Initial Bond(s) shall bear an appropriate legend as
!J,
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, and certain terms used in
Sections 34 and 47 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 Additional Limited Pledge Obligations shall mean (i) any bonds, notes,
warrants, certificates of obligation or other obligations hereafter issued by the City payable
wholly or in part from a pledge of and lien on Net Revenues of the System which pledge of
revenues is limited pursuant to Section 1502.052, as amended, Texas Government Code or as
required by the provisions of Texas Revised Civil Statutes Annotated Article 1112, as amended
(now repealed), all as further provided in Section 20 of this Ordinance, and(ii) obligations issued
to refund any of the foregoing as determined by the City Council in accordance with any
applicable law.
B. The term Additional Prior Lien Obligations shall mean(i) bonds, notes, warrants,
certificates of obligation, or other evidences of indebtedness which the City reserves the right to
issue or enter into, as the case may be, in the future under the terms and conditions provided in
Section 18 of this Ordinance and which obligations or evidences of indebtedness are equally and
ratably secured solely by a first and prior lien on and pledge of the Net Revenues, and (ii)
obligations hereafter issued to refund any of the foregoing if issued in a manner so as to be
payable from and equally and ratably secured by a first and prior lien on and pledge of the Net
Revenues as determined by the City Council in accordance with any applicable law.
C. The term Average Annual Debt Service Requirements shall mean that average
amount which, at the time of computation, will be required to pay the Debt Service
Requirements on all outstanding Bonds Similarly Secured when due (either at Stated Maturity or
mandatory redemption) and derived by dividing the total of such Debt Service Requirements by
the number of Fiscal Years then remaining before Stated Maturity of such Bonds Similarly
Secured. For the purposes of this definition, a fractional period of a Fiscal Year shall be treated
as an entire Fiscal Year. Capitalized interest payments provided from bond proceeds and
accrued interest on any Bonds Similarly Secured shall be excluded in making the aforementioned
computation.
D. The term Bond Fund shall mean the special Fund created and established by the
provisions of Section 13 of this Ordinance.
45707212.5 -18-
_
18_
J �
E. The term Bonds shall mean the $3,000,000 "CITY OF CIBOLO, TEXAS
UTILITY SYSTEM REVENUE BONDS, SERIES 2006, dated February 1, 2006, authorized by
{ this Ordinance.
tJ
F. The term Bonds Similarly Secured shall mean the Bonds and any Additional Prior
Lien Obligations hereafter issued by the City or bonds issued to refund any of the foregoing if
issued in a manner that provides that the refunding bonds are payable from and equally and
ratably secured by a first and prior lien on and pledge of the Net Revenues.
G. The term City shall mean the City of Cibolo, Texas, located in the County of
Guadalupe,Texas and, where appropriate,the City Council of the City.
H. The term Closing Date shall mean shall mean the date of physical delivery of the
Initial Bonds in exchange for the payment in full by the Purchasers.
I. The term Credit Agreement shall mean a loan agreement, revolving credit
agreement, agreement establishing a line of credit, letter of credit, reimbursement agreement,
insurance contract, commitments to purchase debt, purchase or sale agreements, interest rate
swap agreements, or commitments or other contracts or agreements authorized, recognized, and
approved by the City as a Credit Agreement in connection with the authorization, issuance,
security, or payment of any Bond.
J. The term Credit Facility shall mean (i) a policy of insurance or a surety bond,
issued by an issuer of policies of insurance insuring the timely payment of debt service on
governmental obligations, provided that a national rating agency having an outstanding rating on
any Bond would rate such Bond fully insured by a standard policy issued by the insurer in its
highest generic rating category for such obligations, or (ii) a letter or line of credit issued by any
financial institution, provided that a national rating agency having an outstanding rating on any
Bond would rate such Bond in one of its two highest generic rating categories for such
- obligations if the letter or line of credit proposed to be issued by such financial institution
secured the timely payment of the entire principal amount of such Bond and the interest thereon.
K. The term Credit Provider shall mean any bank, financial institution, insurance
Jcompany, surety bond provider, or other institution which provides, executes, issues, or
otherwise is a party to or provider of a Credit Facility.
L. 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 calculated by assuming (i) that the interest rate for every 12-month period on such bonds
is equal to the rate of interest reported in the most recently published edition of The Bond Buyer
_.1 (or its successor) at the time of calculation as the "Revenue Bond Index" or, if such Revenue
Bond Index is no longer being maintained by The Bond Buyer (or its successor) at the time of
calculation, such interest rate shall be assumed to be 80% of the rate of interest then being paid
on United States Treasury obligations of like maturity and (ii)that the principal of such bonds is
45707212.5 -19-
amortized such that annual debt service is substantially level over the remaining stated life of
such bonds, 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.
M. The term Depository shall mean an official depository bank of the City.
N. The term Fiscal Year shall mean the twelve month accounting period used by the
City in connection with the operation of the System, currently ending on September 30th of each
-_ year,which may be any twelve consecutive month period established by the City,but in no event
may the Fiscal Year be changed more than one time in any three calendar year period.
O. The term Government Securities 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 issuer adopts or approves the
proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a
nationally recognized investment rating firm not less than AAA or its equivalent; or (iii)
noncallable obligations of a state or an agency or a county, municipality, or other political
subdivision of a state that have been refunded and that, on the date the governing body of the
issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated
as to investment quality by a nationally recognized investment rating firm not less than AAA or
its equivalent.
P. The term Gross Revenues shall mean all income, receipts, and revenues of every
nature derived or received from the operation and ownership (excluding refundable meter
deposits,restricted gifts, and grants in aid of construction) of the System.
Q. The term Holder or Holders shall mean the registered owner, whose name
appears in the Security Register, for any Bond.
R. The term Inferior Lien Obligations shall mean the currently outstanding Limited
Pledge Obligations or any Junior Lien Obligations, Subordinate Lien Obligations, or Additional
Limited Pledge Obligations hereafter issued by the City.
S. The term Interest Payment Date shall mean the date semiannual interest is
payable on the Bonds,being February 1 and August 1 of each year, commencing August 1, 2006,
while any of the Bonds remain Outstanding.
T. The term Junior Lien Obligations shall mean (i) any bonds, notes, warrants,
certificates of obligation or any similar obligations hereafter issued by the City that are payable
wholly or in part from and equally and ratably secured by a lien on and pledge of the Net
Revenues of the System, such pledge being junior and inferior to the lien on and pledge of the
Net Revenues of the System that are or will be pledged to the payment of the Bonds and any
Additional Prior Lien Obligations hereafter issued by the City, but prior and superior to the lien
on and pledge of the Net Revenues of the System that are or will be pledged to the payment of
the currently outstanding Limited Pledge Obligations and any Additional Limited Pledge
45707212.5 -20-
I
r '
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I �
Obligations or Subordinate Lien Obligations hereafter issued by the City all as further provided
in Section 20 of this Ordinance and (ii) obligations hereafter issued to refund any of the
foregoing that are payable from and equally and ratably secured by a junior and inferior lien on
and pledge of the Net Revenues as determined by the City Council in accordance with any
applicable law.
U. The term Limited Pledge Obligations shall mean (i) the outstanding and unpaid
obligations of the City that are payable, in part, from and secured by a subordinate and inferior
lien on and pledge of a limited amount of the Net Revenues of the System and designated as
follows:
(1) "City of Cibolo, Texas Combination Tax and Limited Pledge Revenue
Certificates of Obligation, Series 2001", dated September 1, 2001, in the original
principal amount of$1,500,000;
(2) "City of Cibolo, Texas Combination Tax and Limited Pledge Revenue
Certificates of Obligation, Series 2003", dated November 1, 2003, in the original
principal amount of$1,135,000; and
and (ii) obligations hereafter issued to refund any of the foregoing as determined by the City
Council in accordance with any applicable law.
V. The term Maintenance and Operating Expenses shall mean (i) Maintenance and
Operating Expenses include all current expenses of operating and maintaining the System as
authorized by the provisions of Chapter 1502, as amended, Texas Government Code, including,
but not limited to, all salaries, labor, materials, repairs and extensions necessary to render
efficient service; provided, however, that only such repairs and extensions, as in the judgment of
the City Council, reasonably and fairlyexercised, are necessary to maintain the operations and
= render adequate service to the City and the inhabitants thereof, or such as might be necessary to
meet some physical accident or condition which would otherwise impair obligations payable
from Net Revenues shall be deducted in determiningNet Revenues; (ii) depreciation,
de reciation
amortization, or other expenditures which, under standard accounting practice, should be charged
to capital expenditures shall not constitute or be regarded as Maintenance and Operating
Expenses of the System; (iii)payments required to be made by the City for water supply or water
facilities, sewer services or sewer facilities, or fuel supply which payments under law constitute
operation and maintenance expenses of any part of the System, shall constitute and be regarded
as Maintenance and Operating Expenses of the System under this Ordinance.
W. The term Net Revenues shall mean Gross Revenues of the System, with respect to
any period, after deducting the System's Maintenance and Operating Expenses during such
period.
X. The term Ordinance shall mean this ordinance adopted by the City Council on
February 7, 2006.
Y. The term Outstanding shall mean when used in this Ordinance with respect to
Bonds means, as of the date of determination, all Bonds issued and delivered under this
Ordinance, except:
45707212.5 -21-
,
V+V S
(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 36 of this Ordinance by the irrevocable deposit
with the Paying Agent/Registrar, or an authorized escrow agent, of money or
Government Securities, or both, in the amount necessary to fully pay the principal of,
premium, if any, and interest thereon to maturity or redemption, as the case may be,
provided that, if such Bonds are to be redeemed, notice of redemption thereof shall have
J been duly given pursuant to this Ordinance or irrevocably provided to be given to the
satisfaction of the Paying Agent/Registrar, or waived; 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 30 of this ordinance.
Z. The term Purchasers shall mean the initial purchaser or purchasers of the Bonds
named in Section 31 of this Ordinance.
AA. The term Required Reserve Amount shall mean the amount required to be
deposited and maintained in the Reserve Fund under the provisions of Section 14 of this
Ordinance.
BB. The term Required Reserve Fund Deposits shall mean the monthly deposit
required to be deposited and maintained in the Reserve Fund under the provisions of Section 14
of this Ordinance.
CC. The term Stated Maturity shall mean the annual principal payments of the Bonds
payable on February 1 of each year, as set forth in Section 2 of this Ordinance.
DD. The term Subordinate Lien Obligations shall mean (i) any bonds, notes, warrants,
! certificates of obligation or any similar obligations hereafter issued by the City that are payable
wholly or in part from and equally and ratably secured by a subordinate and inferior lien on and
j pledge of the Net Revenues of the System, such pledge being subordinate and inferior to the lien
___ on and pledge of the Net Revenues of the System that are or will be pledged to the payment of
the Bonds, or any Additional Prior Lien Obligations or Junior Lien Obligations hereafter issued
by the City, but prior and superior to thelien on and pledge of the Net Revenues of the System
that are or will be pledged to the payment of the currently outstanding Limited Pledge
Obligations and any Additional Limited Pledge Obligations hereafter issued by the City, all as
further provided in Section 20 of the Ordinance, and (ii) any obligations issued to refund the
foregoing that are payable from and equally and ratably secured by a subordinate and inferior
lien on and pledge of the Net Revenues of the System as determined by the City Council in
accordance with any applicable law.
EE. The term System shall mean all properties, facilities and plants currently owned,
operated, and maintained by the City for the supply, treatment, and transmission of treated
potable water, for the collection and treatment of wastewater, together will all future extensions,
improvements, replacements and additions thereto, whether situated within or without the limits
45707212.5 -22-
of the City and the City expressly reserves the right at its sole discretion to include additional
utility, telecommunications, technology, or similar enterprise services as components of the
System; provided, however, that notwithstanding the foregoing, and to the extent now or
hereafter authorized or permitted by law, the term System shall not mean to include facilities of
any kind which are declared not to be a part of the System and which are acquired or constructed
by or on behalf of the City with the proceeds from the issuance of Special Facilities Bonds,
which are hereby defined as being special revenue obligations of the City which are not payable
from Net Revenues but which are payable from and equally and ratably secured by other liens on
and pledges of any revenues, sources or payments, not pledged to the payment of the Bonds
Similarly Secured including, but not limited to, special contract revenues or payments received
from any other legal entity in connection with such facilities.
SECTION 10. Pledge of Net Revenues. (a)The City hereby covenants and agrees that
the Net Revenues of the System,with the exception of those inexcess of the amounts required to
establish and maintain the Funds as hereinafter provided, are hereby irrevocably pledged to the
payment and security of the Bonds Similarly Secured including the establishment and
maintenance of the special funds or accounts created and established for the payment and
security thereof, all as hereinafter provided; and it is hereby ordained that the Bonds Similarly
Secured, and the interest thereon, shall constitute a first and prior lien on and pledge of the Net
Revenues of the System and be valid and binding without any physical delivery thereof or
further act by the City.
(b) Chapter 1208, as amended, Texas Government Code, applies to the issuance of the
Bonds similarly secured and the pledge of Net Revenues granted by the City under subsection(a)
' of this Section, and such pledge is therefore valid, effective, and perfected. If Texas law is
amended at anytime while the Bonds Similarly Secured are outstanding and unpaid such that the
pledge of the Net Revenues granted by the City is to be subject to the filing requirements of
Chapter 9, Texas Business & Commerce Code, then in order to preserve to the registered owners
of the Bonds Similarly Secured the perfection of the security interest in this pledge, the City
Council agrees to take such measures as it determines are reasonable and necessary under Texas
law to comply with the applicable provisions of Chapter 9, as amended, Texas Business &
Commerce Code and enable a filing to perfect the security interest in this pledge to occur.
I-,
SECTION 11. Rates and Charges. For the benefit of the Holders of the Bonds Similarly
Secured and in addition to all provisions and covenants in the laws of the State of Texas and in
this Ordinance,the City hereby expressly stipulates and agrees,while any of the Bonds Similarly
Secured are Outstanding, to establish and maintain rates and charges for facilities and services
afforded by the System that are reasonably expected, on the basis of available information and
experience and with due allowance for contingencies, to produce Gross Revenues in each Fiscal
Year sufficient:
A. to pay all Maintenance and Operating Expenses, or any expenses required by
statute to be a first claim on and charge against the Gross Revenues of the System;
B. to produce Net Revenues, together with any other lawfully available funds,
sufficient to pay the principal of and interest on the Bonds Similarly Secured and the amounts
required to be deposited in any reserve or contingency fund-or account created for the payment
45707212.5 -23-
ii
and security of the Bonds Similarly Secured, and any other obligations or evidences of
indebtedness issued or incurred that are payable from and secured by a prior and first lien on an
pledge of the Net Revenues of the System;
C. to produce Net Revenues, together with any other lawfully available funds,
sufficient to pay the principal of and interest on any Junior Lien Obligations hereafter issued by
the City as the same become due and payable and to deposit the amounts required to be
deposited in any special fund or account created and established for the payment and security of
any Junior Lien Obligations hereafter issued by the City, and any other obligations or evidences
of indebtedness issued or incurred that are payable from and secured by a junior lien on and
pledge of the Net Revenues of the System;.
D. to produce Net Revenues, together with any other lawfully available funds,
sufficient to pay the principal of and interest on any Subordinate Lien Obligations hereafter
issued by the City as the same become due and payable and to deposit the amounts required to be
deposited in any special fund or account created and established for the payment and security of
any Subordinate Lien Obligations hereafter issued by the City, and any other obligations or
evidences of indebtedness issued or incurred that are payable from and secured by a subordinate
lien on and pledge of the Net Revenues of the System;
E. to produce Net Revenues, together with any other lawfully available funds,
sufficient to pay the principal of and interest on the currently outstanding Limited Pledge
Obligations or any Additional Limited Pledge Obligations hereafter issued by the City as the
same become due and payable and to deposit the amounts required to be deposited in any special
fund or account created and established for the payment and security of the currently outstanding
Limited Pledge Obligations and any Additional Limited Pledge Obligations, and any other
obligations or evidences of indebtedness issued or incurred that are payable from and secured by
a limited pledge of the Net Revenues of the System; and
F. topay,together with any other lawfully available funds,nds, any other legally incurred
indebtedness payable from the Net Revenues of the System and/or secured by a lien on the
System.
SECTION 12. System Fund. The City hereby covenants, agrees, and reaffirms that the
Gross Revenues of the System shall be deposited, as collected and,received, into a separate Fund
or account to be created, established, and maintained with the Depository known as the "City of
Cibolo, Texas Utility System Revenue Fund" (the System Fund) and that the Gross Revenues of
the System shall be kept separate and apart from all other funds of the City. All Gross Revenues
deposited into the System Fund shall be pledged and appropriated to the extent required for the
following uses and in the order of priority shown:
• FIRST: to the payment of all necessary and reasonable Maintenance and
Operating Expenses as defined herein or required by statute to be a first charge on and claim
against the Gross Revenues of the System.
TI 45707212.5 _24_
I 'f
I I
• SECOND: to the payment of the amounts required to be deposited into the Bond
Fund created and established for the payment of the Bonds Similarly Secured as the same
become due and payable.
• THIRD: to the payment of the amounts required to be deposited into the Reserve
Fund (hereinafter defined) created and established to maintain the amounts required to be
deposited in accordance with the provisions of this Ordinance.
• FOURTH: to the payment of the amounts required to be deposited into the funds
created and established for the payment, security, and benefit of the Inferior Lien Obligations as
the same become dueand payable.
Any Net Revenues remaining in the System Fund after satisfying the foregoing
payments, or making adequate and sufficient provision for the payment thereof, may be
appropriated and used for any other City purpose now or hereafter permitted by law.
SECTION 13. Bond Fund; Excess Bond Proceeds. For purposes of providing funds to
pay the principal of and interest on the Bonds as the same become due and payable, the City
! I agrees to maintain, at the Depository, a separate and special Fund or account to be created and
known as the "City of Cibolo, Texas Utility System Revenue Bonds, Series 2006 Interest and
Sinking Fund" (the Bond Fund). The City covenants that there shall be deposited into the Bond
Fund prior to each principal and, interest payment date from the available Net Revenues an
amount equal to one hundred per cent (100%) of the amount required to fully pay the interest on
and the principal of the Bonds then falling due and payable, such deposits to pay maturing
principal and accrued interest on the Bonds to be made in substantially equal monthly
installments on or before the tenth day of each month,beginning on or before the tenth day of the
month next following the delivery of the Bonds to the Purchasers. If the Net Revenues in any
month are insufficient to make the required payments into the Bond Fund, then the amount of
any deficiency in such payment shall be added to the amount otherwise required to be paid into
the Bond Fund in the next month.
The required monthly deposits to the Bond Fund for the payment of principal of and
interest on the Bonds shall continue to be made as hereinabove provided until such time as (i)the
total amount on deposit in the Bond Fund and Reserve Fund is equal to the amount required to
fully pay and discharge all outstanding Bonds (principal and interest) or, (ii) the Bonds are no
longer Outstanding.
Accrued interest and premium, if any, received from the Purchasers shall be taken into
consideration and reduce the amount of the monthly deposits hereinabove required to be
deposited into the Bond Fund from the Net Revenues of the System. Additionally, any proceeds
of the Bonds, and investment income thereon, not expended for authorized purposes shall be
deposited into the Bond Fund and shall be taken into consideration and reduce the amount of
monthly deposits required to be deposited into the Bond Fund from the Net Revenues of the
System.
SECTION 14. Reserve Fund. To accumulate and maintain a reserve for the payment of
the Bonds (the Required Reserve Amount) equal to the Average Annual Debt Service
45707212.5 -25-
Requirements (calculated on a Fiscal Year basis and determined as of the date of issuance of the
Bonds or the most recently issued series of Additional Prior Lien Obligations then Outstanding)
for the Bonds, the City agrees to create, establish, and maintain a separate and special fund or
account known as the "City of Cibolo, Utility System Revenue Bond Reserve Fund" (the
Reserve Fund), which fund or account shall be maintained at the Depository. All funds
deposited into the Reserve Fund (excluding earnings and income derived or received from
deposits or investments which will be transferred to the System Fund established in Section 12 of
this Ordinance during such period as there is on deposit in the Reserve Fund the Required
Reserve Amount) shall be used solely for the payment of the principal of and interest on the
Bonds, when and to the extent other funds available for such purposes are insufficient, and, in
addition, may be used to retire the last stated maturity or interest on the Bonds.
Until the issuance of any Additional Prior Lien Obligations, the Required Reserve
Amount shall be $218,255, which shall be accumulated, if necessary, in the following manner.
Beginning on or before the tenth day of the month next following the delivery of the Bonds to
the Purchasers and on or before the tenth day of each following month until the Required
Reserve Amount has been accumulated in the Reserve Fund, the City covenants and agrees to
deposit to the Reserve Fund from the Net Revenues of the System, or any other lawfully
available funds, an amount not less than$3,638 being the Required Reserve Fund Deposits.
As and when Additional Prior Lien Obligations are delivered or incurred, the Required
Reserve Amount shall be increased, if required, to an amount calculated in the manner provided
in the first paragraph of this Section. Any additional amount required to be maintained in the
Reserve Fund shall be so accumulated by the deposit of the necessary amount of the proceeds of
_ the issue or other lawfully available funds in the Reserve Fund immediately after the delivery of
the then proposed Additional Prior Lien Obligations, or, at the option of the City, by the deposit
of monthly installments, made on or before the tenth day of each month following the month of
delivery of the then proposed Additional Prior Lien Obligations, of not less than 1/60th of the
additional amount to be maintained in the Reserve Fund by reason of the issuance of the
Additional Prior Lien Obligations then being issued (or 1/60th of the balance of the additional
amount not deposited immediately in cash), thereby ensuring the accumulation of the appropriate
Required Reserve Amount.
When and so long as the cash and investments in the Reserve Fund equal the Required
Reserve Amount, no deposits need be made to the credit of the Reserve Fund; but, if and when
the Reserve Fund at any time contains less than the Required Reserve Amount (other than as the
result of the issuance of Additional Prior Lien Obligations as provided in the preceding
paragraph), the City covenants and agrees to cure the deficiency in the Required Reserve
Amount by resuming the Required Reserve Fund Deposits to said Fund or account from the Net
Revenues of the System, or any other lawfully available funds, such monthly deposits to be in
amounts equal to not less than 1/60th of the Required Reserve Amount covenanted by the City to
be maintained in the Reserve Fund with any such deficiency payments being made on or before
the tenth day of each month until the Required Reserve Amount has been fully restored. The
City further covenants and agrees that, subject only to the prior payments to be made to the Bond
Fund and as required by the ordinances authorizing the issuance of any Additional Prior Lien
Obligations hereafter issued by the City, the Net Revenues shall be applied and appropriated and
used to establish and maintain the Required Reserve Amount and to cure any deficiency in such
45707212.5 -26-
amounts as required by the terms of this Ordinance and any other ordinance pertaining to the
issuance of any Additional Prior Lien Obligations.
During such time as the Reserve Fund contains the Required Reserve Amount, the City
may, at its option, withdraw all surplus funds in the Reserve Fund in excess of the Required
Reserve Amount and deposit such surplus in the System Fund.
The City expressly reserves the right at any time to fund the Reserve Fund at the
Required Reserve Amount by purchasing an Credit Facility that will unconditionally obligate the
insurance company or other entity to pay all, or any part thereof, of the Required Reserve
Amount in the event funds on deposit in the Bond Fund are not sufficient to pay the debt service
requirements on the Bonds. All ordinances adopted after the date hereof authorizing the issuance
of Additional Prior Lien Obligations shall contain a provision to this effect.
In the event a Credit Facility issued to satisfy all or part of the City's obligation with
respect to the Reserve Fund causes the amount then on deposit in the Reserve Fund to exceed the
Required Reserve Amount, the City may transfer such excess amount to any fund or account
established for the payment of or security for the Bonds (including any escrow established for
the final payment of any such obligations pursuant to Chapter 1207, as amended, Texas
Government Code) or use such excess amount for any lawful purpose now or hereafter provided
by law; provided, however,to the extent that such excess amount represents Bond proceeds,then
such amount must be transferred to the Bond Fund.
SECTION 15. Deficiencies-Excess Net Revenues.
A. If on any occasion there shall not be sufficient Net Revenues of the System to
make the required deposits into the Bond Fund and the Reserve Fund, then such deficiency shall
be cured as soon as possible from the next available unallocated Net Revenues of the System, or
from any other sources available for such purpose, and such payments shall be in addition to the
amounts required to be paid into these Funds or accounts during such month or months.
B. Subject to making the required deposits to the Bond Fund and the Reserve Fund
when and as required by this Ordinance, or any ordinance authorizing the issuance of any
Additional Prior Lien Obligations, or the payments required by the provisions of the ordinances
authorizing the issuance of the currently outstanding Inferior Lien Obligations, the excess Net
Revenues of the System may be used by the City for any lawful purpose.
SECTION 16. Payment of Bonds. While any of the Bonds are outstanding, the City
Manager or other authorized City official, shall cause to be transferred to the Paying
Agent/Registrar therefor, from funds on deposit in the Bond Fund, and, if necessary, in the
Reserve Fund, amounts sufficient to fully pay and discharge promptly each installment of
interest on and principal of the Bonds Similarly Secured as such installment accrues or matures;
such transfer of funds must be made in such manner as will cause immediately available funds to
be deposited with the Paying Agent/Registrar for the Bonds at the close of the business day next
preceding the date a debt service payment is due on the Bonds.
SECTION 17. Investments. Pending the transfer of funds to the Paying Agent/Registrar,
money in any Fund established by this Ordinance, at the option of the City, may be placed in
45707212.5 -27-
i
time deposits or certificates of deposit as permitted by the provisions of the Public Funds
Investment Act, as amended, Chapter 2256, Texas Government Code, or any other law, and
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 governmental agencies as the Federal Land Banks, Federal Intermediate
Credit Banks, Banks for Cooperatives, Federal Home Loan Banks, Government National
Mortgage Association, Farmers Home Administration, Federal Home Loan Mortgage
Association, 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 or
. account will be available at the proper time or times. Such investments (except State and Local
Government Series investments held in book entry form, which shall at all times be valued at
cost) shall be valued in terms of current market value within 45 days of the close of each Fiscal
Year and, with respect to investments held for the account of the Reserve Fund, within 30 days
of the date of passage of each ordinance authorizing the issuance of any Additional Prior Lien
Obligations. All interest and income derived from deposits and investments in the Bond Fund
immediately shall be credited to, and any losses debited to, the Bond Fund. All interest and
interest income derived from deposits in and investments of the Reserve Fund shall, subject to
the limitations provided in Section 14, be credited to and deposited in the System Fund. All such
investments shall be sold promptly when necessary to prevent any default in connection with the
Bonds.
SECTION 18. Issuance of Additional Prior Lien Obligations. In addition to the right to
issue Junior Lien Obligations, Subordinate Lien Obligations, and/or Additional Limited Pledge
Obligations as authorized by Section 20 hereof and any laws of the State of Texas, the City
reserves the right hereafter to issue Additional Prior Lien Obligations. The Additional Prior Lien
Obligations, when issued in compliance with the terms and conditions hereinafter prescribed,
shall be payable from and equally and ratably secured by a first and prior lien on and pledge of
the Net Revenues of the System in the same manner and to the same extent as the Bonds. The
Additional Prior Lien Obligations may be issued in one or more installments, provided, however,
that none shall be issued unless and until the following conditions have been met:
A. except for a refunding to cure a default, or the deposit of a portion of the proceeds
of any Additional Prior Lien Obligations to satisfy the City's obligations under this Ordinance,
the City is not then in default as to any covenant, condition, or obligation prescribed in this
Ordinance or in the ordinances authorizing the issuance of the then outstanding Bonds Similarly
Secured;
B. the laws of the State of Texas in force at such time provide for the issuance of the
Additional Prior Lien Obligations;
C. the City has secured from its chief financial officer or City Manager a certificate
or opinion to the effect that, the Net Revenues of the System, for the preceding Fiscal Year or for
45707212.5 _28-
,
__I
any 12 consecutive calendar month period out of the 18 months immediately preceding the
month the ordinance authorizing the Additional Prior Lien Obligations is adopted, are at least
equal to 1.25 times the Average Annual Debt Service Requirements for the payment of principal
of and interest on all outstanding Bonds Similarly Secured after giving effect to the issuance of
the Additional Prior Lien Obligations then proposed. In making a determination of the Net
Revenues,the chief financial officer or City Manager may take into consideration a change in the
rates and charges for services and facilities afforded by the System that became effective not
more than ninety (90) days prior to adoption of the ordinance authorizing the issuance of the
Additional Prior Lien Obligations and, for purposes of satisfying the Net Revenues test, make a
pro forma determination of the Net Revenues for the period of time covered by his certification
or opinion based on such change in rates and charges being in effect for the entire period covered
by the chief financial officer or City Manager's certificate or opinion.
D. the ordinance authorizing the issuance of the Additional Prior Lien Obligations
provides for deposits to be made to the Bond Fund in amounts sufficient to pay the principal of
and interest on such Additional Prior Lien Obligations as the same mature.
E. the ordinance authorizing the issuance of the Additional Prior Lien Obligations
provides that the amount to be accumulated and maintained in the Reserve Fund shall be in an
amount equal to not less than the Required Reserve Amount after giving effect to the issuance of
the proposed Additional Prior Lien Obligations, and provides that any additional amount to be
maintained in the Reserve Fund shall be accumulated within sixty (60) months from the date the
Additional Prior Lien Obligations are delivered.
All such Additional Prior Lien Obligations provided for in this Section, when issued in
accordance with the above, shall be payable from and equally and ratably secured by a first lien
on and pledge of the Net Revenues, and the provisions of this Ordinance relating to the use of
Net Revenues shall be applicable to such Additional Prior Lien Obligations as though the same
were a part of such original authorization.
The right to issue such other and further Additional Prior Lien Obligations shall exist as
often as the need therefor shall arise and so long as such Additional Prior Lien Obligations are
issued in compliance with law and the terms and conditions contained in this Ordinance.
SECTION 19. Refunding Bonds. The City reserves the right to issue refunding bonds to
refund all or any part of the Bonds, pursuant to any law then available, upon such terms and
conditions as the City Council may deem to be in the best interest of the City and its inhabitants,
and if less than all such outstanding Bonds are refunded, the conditions precedent prescribed, for
the issuance of Additional Prior Lien Obligations, set forth in Section 18 of this Ordinance shall
be satisfied and the City official's certificate required in subparagraph C shall give effect to the
Debt Service Requirements of the proposed refunding bonds(but shall not give effect to the Debt
Service Requirements of the bonds being refunded following their cancellation or provision
being made for their payment).
SECTION 20. Inferior Lien Obligations. The City hereby reserves the right to issue, at
any time, obligations including, but not limited to, Junior Lien Obligations, Subordinate Lien
Obligations, and/or Additional Limited Pledge Obligations payable from and equally and ratably
45707212.5 _29_
' I
secured, in whole or in part, by a lien on and pledge of the Net Revenues, subordinate and
inferior in rank and dignity to the lien on and pledge of such Net Revenues securing the payment
of the Bond Similarly Secured, as may be authorized by the laws of the State of Texas upon
satisfying any conditions precedent contained in the ordinances authorizing the issuance of the
currently outstanding Limited Pledge Obligations.
SECTION 21. Maintenance of System - Insurance. The City covenants, agrees, and
affirms its covenants that while the Bonds Similarly Secured remain outstanding it will maintain
and operate the System with all possible efficiency and maintain casualty and other insurance on
the properties of the System and its operations of a kind and in such amounts customarily carried
by municipal corporations in the State of Texas engaged in a similar type of business (which may •
include an adequate program of self insurance); and that it will faithfully and punctually perform
all duties with reference to the System required by the laws of the State of Texas. All money
received from losses under such insurance policies, other than public liability policies, shall be
retained for the benefit of the holders of the Bonds until and unless the proceeds are paid out in
making good the loss or damage in respect of which such proceeds are received, either by
replacing the property destroyed or repairing the property damaged, and adequate provision for
making good such loss or damage must be made within ninety (90) days after the date of loss.
__ The payment of premiums for all insurance policies required under the provisions hereof shall be
considered Maintenance and Operating Expenses. Nothing in this Ordinance shall be construed
as requiring the City to expend any funds which are derived from sources other than the
operation of the System but nothing herein shall be construed as preventing the City from doing
so.
SECTION 22. Records and Accounts - Annual Audit. The City covenants, agrees, and
affirms its covenants that so long as any of the Bonds Similarly Secured remain outstanding, it
will keep and maintain separate and complete records and accounts pertaining to the operations
of the System in which complete and correct entries shall be made of all transactions relating
thereto, as provided by Chapter 1502, as amended, Texas Government Code, or other applicable
law. The Holders of the Bonds or any duly authorized agent or agents of such Holders shall
have the right to inspect the System and all properties comprising the same. The City further
agrees that following (and in no event later than 120 days) the close of each Fiscal Year, it will
cause an audit of such books and accounts to be made by an independent firm of Certified Public
Accountants. Copies of each annual audit shall be furnished, without charge,to the (i) Executive
Director of the Municipal Advisory Council of Texas at his office in Austin, Texas, and upon
written request, to (ii) any subsequent Holder thereof. Expenses incurred in making the annual
audit of the operations of the System are to be regarded as Maintenance and Operating Expenses.
SECTION 23. Special Covenants. The City hereby further covenants that:
A. It has the lawful power to pledge the Net Revenues supporting the Bonds and has
lawfully exercised this power under the laws of the State of Texas, including the power existing
under Chapter 1502, as amended, Texas Government Code and the City's Home Rule Charter;
B. The Bonds Similarly Secured shall be equally and ratably secured by a lien on and
pledge of the Net Revenues of the System in a manner that one bond shall have no preference
over any other bond;
45707212.5 -30-
C. Other than for the payment of the currently outstanding Bonds and the Limited
Pledge Obligations, the Net Revenues of the System have not in any manner been pledged to the
payment of any debt or obligation of the City or of the System;
D. As long as any Bonds, or any interest thereon, remain Outstanding, the City will
not sell, lease, or encumber the System or any substantial part thereof (except as provided in
Sections 18, 19, and 20 of this Ordinance) provided that this covenant shall not be construed to
prohibit the sale of such machinery, or other properties or equipment which has become obsolete
or otherwise unsuited to the efficient operation of the System; and
E. No free service of the System (except water provided to the City for municipal
fire-fighting purposes) shall be allowed, and, should the City or any of its agents or
instrumentalities make use of the services and facilities of the System,payment of the reasonable
value thereof shall be made by the City out of funds from sources other than the revenues and
income of the System.
SECTION 24. Limited Obligations of the City. The Bonds are limited, special
obligations of the City payable from and equally and ratably secured solely by a first lien on and
pledge of the Net Revenues of the System, and the Holders thereof shall never have the right to
demand payment of the principal or interest on the Bonds from any funds raised or to be raised
through taxation by the City.
SECTION 25. Security of Funds. All money on deposit in the Funds or accounts 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 funds, and money on deposit
in such Funds or accounts shall be used only for the purposes permitted by this Ordinance.
SECTION 26. 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 defaults in the payments to be made to the Bond Fund or Reserve Fund, or
defaults in the observance or performance of any other of the covenants, conditions, or
obligations set forth in this Ordinance, the Holders of any of the Bonds shall be entitled to seek a
writ of mandamus issued by a court of proper jurisdiction compelling and requiring the
governing body of the City and other officers of the City to observe and perform any covenant,
condition, or obligation prescribed in this Ordinance.
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 27. Notices to Holders Waiver. Wherever this Ordinance provides for notice
to Holders of any event, such notice shall be sufficiently given (unless otherwise herein
45707212.5 -31-
I �
expressly provided) if in writing and sent by United States'Mail, first-class postage prepaid, to
the address of each Holder asit appears in the Security Register.
In any case where notice .to Holders is given by mail, neither the failure to mail such
notice to any particular Holders, nor any defect in any notice so mailed, shall affect the
sufficiency of such notice with respect to all other Holders. Where this Ordinance provides for
notice in any manner, such notice may be waived in writing by the Holder entitled to receive
such notice, either before or after the event with respect to which such notice is given, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.
SECTION 28. Bonds Are Negotiable Instruments. Each of the Bonds authorized herein
shall be deemed and construed to be a "security" and as such a negotiable instrument with the
meaning of the Chapter 8 of the Texas Uniform Commercial Code.
SECTION 29. 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 30. Mutilated, Destroyed, Lost, and Stolen Bonds. If(1) 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 (2)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 its request, the Paying Agent/Registrar shall register and deliver, in exchange
for or in lieu of any such mutilated, destroyed, lost, or stolen Bond, a new Bond of the same
Stated Maturity 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
governmental charge imposed in relation thereto and any other expenses (including attorney's
fees and the fees and expenses of the Paying Agent/Registrar)connected therewith.
45707212.5 -32-
I I
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 31. Sale of Bonds - Approval of Purchase Contract — Use of Proceeds. The
Bonds authorized by this Ordinance are hereby sold by the City to Bank of America, N.A., San
Antonio, Texas (the Purchasers) in accordance with the provisions of a Purchase and Investment
Letter, dated February 7, 2006 (the Purchase Contract), attached hereto as Exhibit B and
incorporated herebybyreference as apart of this Ordinance for all
IP purposes. The Initial Bond
shall be registered in the name of Bank of America, N.A. The Mayor 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 by the City. Delivery of the Bonds to the Purchasers shall occur as
._i soon as practicable after the adoption of this Ordinance, upon payment therefor in accordance
with the terms of the Purchase Contract.
Proceeds from the sale of the Bonds shall be applied as follows:
(1) Accrued interest and premium, if any, received from the Purchasers shall
be deposited into the Bond Fund.
(2) The balance of the proceeds derived from the sale of the Bonds (after
paying costs of issuance shall be deposited into a construction fund created for the
projects to be constructed with the proceeds of the Bonds. This Construction Fund shall
be established and maintained at the Depository and shall be invested in accordance with
the provisions of Section 17 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 13.
SECTION 32. 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.
45707212.5 -33-
"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.
ii
"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.
"Regulations" means any proposed, temporary, or final Income Tax Regulations
issued pursuant to Sections 103 and 141 through 150 of the Code, and 103 of the Internal
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 has the meaning set forth in Section 1.148-4 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 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 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 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 and not use or permit the use of such Gross
45707212.5 -34-
Proceeds (including all contractual arrangements 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
1i
(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 or any property
the acquisition, construction or improvement of which is to be financed or refinanced
directly or indirectly with such Gross Proceeds 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 make 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 such 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 Higher Yield. Except to the extent that it will not cause the
Bonds to become "arbitrage bonds" within the meaning of section 141 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 of any Investment acquired with Gross Proceeds, whether
L 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 itsbooks of account separately and apart from
all other funds (and receipts, expenditures and investments thereof) and shall retain all
45707212.5 -35-
_1
i
records of accounting for at least six 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 the Bonds with other money of the City, provided that the City
separately accounts for each receipt and expenditure of Gross Proceeds and the
obligations acquired therewith.
it
(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
Lu 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
the United States out of the Bond 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.
I' I
(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) The City reasonably expects to spend at least 85% of the spendable
proceeds of the Bonds within three years after such Bonds are issued.
45707212.5 -36-
(2) Not more than 50% of the proceeds of the Bonds will be invested in
Nonpurpose Investments having a substantially guaranteed Yield for a period of 4 years
or more..
K. 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
2006 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.
L L. Elections. The City hereby directs and authorizes the Mayor, Mayor Pro Tem,
City Secretary, City Manager, City Attorney or Director of Finance, either or any combination of
them, 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.
SECTION 33. Control and Custody of Bonds. The Mayor 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 and shall take and have charge and control of the
Bonds pending their approval by the Attorney General, the registration thereof by the
Comptroller of Public Accounts and the delivery of the Bonds to the Purchasers.
Furthermore, the Mayor, City Secretary, City Manager, Director of Finance, or City
Attorney, either 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 and their registration by the Comptroller of Public Accounts
and, together with the City's financial advisor, bond counsel, and the Paying Agent/Registrar,
make the necessary arrangements for the delivery of the Initial Bonds to the Purchasers.
SECTION 34. 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 lien on and
pledge of Net Revenues 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
meaningand with the effect expressed above in this Section when i
p () 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, or (ii) Government
45707212.5 -3 7-
-
' l
Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an
authorized escrow agent, which Government Securities have 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. 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 32 hereof).
Any money so deposited with the Paying Agent/Registrar, and all income from
Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow
agent, pursuant to this Section which is not required for the payment of the Bonds, or any
! principal amount(s) thereof, or interest thereon with respect to which such money has been so
deposited shall be remitted to the 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 four (4) years after the Stated Maturity, or
applicable redemption date, of the Bonds such money was deposited and is held in trust to pay
shall upon the request of the City be remitted to the City against a written receipt 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 (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 35. 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 from time to time, shall be binding on the City and its successors and assigns, and shall
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
{J 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
45707212.5 -38-
,
,
Li (1)extend the time or times of payment of the principal of the redemption price therefor, and
( ) pY p � P p �
interest on the Bonds, reduce the principal amount thereof, or the rate of interest thereon, or in
any other way modify the terms of payment of the principal of or interest on the Bonds, (2)give
any preference to any Bond over any other Bond, or(3)reduce the aggregate principal amount of
Bonds required for consent to any such amendment, addition, or rescission.
it
SECTION 36. Printed Opinion. The Purchasers' obligation to accept delivery of the
Bonds is subject to its being furnished a final opinion of Fulbright& Jaworski L.L.P., Attorneys
at Law, approving certain legal matters as to the Bonds, said opinion to be dated and delivered as
of the date of initial delivery and payment for such Bonds. Printing of a true and correct copy of
said opinion on the reverse side of each of said Bonds, with appropriate certificate pertaining
thereto executed by facsimile signature of the City Secretary of the City is hereby approved and
__ authorized.
SECTION 37. CUSIP Numbers. CUSIP numbers may be printed or typed on the
definitive Bonds. It is expressly provided, however, that the presence or absence of CUSIP
numbers on the definitive 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 definitive Bonds.
SECTION 38. Effect of Headings. The Section headings herein are for convenience only
{ and shall not affect the construction hereof.
tJ `
SECTION 39. 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, bond counsel,
Paying Agent/Registrar, 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, bond counsel, the Paying
Agent/Registrar, and the Holders.
SECTION 40. Inconsistent Provisions. All ordinances and 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
1f
as to the matters ordained herein.
SECTION 41. Construction of Terms. If appropriate in the context of this Ordinance,
1 ' words of the singular number shall be considered to include the plural, words of the plural
number shall be considered to include the singular, and words of the masculine, feminine or
neuter gender shall be considered to include the other genders.
SECTION 42. 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 43. 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
Li the City Council hereby declares that this Ordinance would have been enacted without such
invalid provision.
-t
45707212.5 -39-
r--
�-' SECTION 44. Incorporation of Preamble Recitals. The recitals contained in the
preamble hereof 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.
SECTION 45. Authorization of Paying Agent/Registrar Agreement. The City Council
hereby finds and determines that it is in the best interest of the City to authorize the execution of
a Paying Agent/Registrar Agreement concerning the payment, exchange, and transferability of
the Bonds. A copy of the Paying Agent/Registrar Agreement is attached hereto, in substantially
final form, as Exhibit A and is incorporated by reference to the provisions of this Ordinance.
SECTION 46. 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 47. Continuing Disclosure Undertaking.
A. Definitions.
As used in this Section, the following terms have the meanings ascribed to such terms
below:
"Rule"means SEC Rule 15c2-12, as amended from time to time.
"SEC"means the United States Securities and Exchange Commission.
The Bonds are being sold pursuant to a private placement with the Purchasers, in
denominations of generally $100,000 or any integral multiple of$5,000 in excess thereof, and
therefore SEC Rule 15c2-12 is not applicable to the offering of the Bonds. Accordingly, no
contract to provide continuing disclosure information after the issuance of the Bonds has been
made by the City with investors.
SECTION 48. Book-Entry Only System.
It is intended that the Bonds 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 (DTC), as set forth herein. Each Stated Maturity of the Bonds
shall be issued (following cancellation of the Initial Bonds 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/Registrar are authorized to execute, deliver, and take the actions set forth in such letters to
or agreements with DTC as shall be necessary to effectuate the DTC System, including the Letter
of Representation attached hereto as Exhibit C(the Representation Letter).
j f 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
II
45707212.5 -40-
if
Li 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
' f 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, or(ii)the
delivery to any Depository Participant or any other person, other than a registered owner of the
Bonds, as shown on the Security Registrar, 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
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
L� 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
notify the Paying Agent/Registrar, DTC, and the Depository 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
I 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.
It
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 49. 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.
45707212.5 -41-
SECTION 50. 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 51. 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 Paying Agent/Registrar Agreement, and the Purchase
Contract. In addition, prior to the initial delivery of the Bonds, the Mayor, the City Manager or
Assistant City Manager, the City Attorney 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
bythis Ordinance, (ii) obtain a ratingfrom anyof the national bond ratingagencies, or (iii)
g
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 52. Accounting Reports; Budget (a) The City shall provide annually to
Bank of America, N.A., for so long as it is the holder of the Bonds, within six months after the
end of each fiscal year ending in or after 2006, financial information and operating data with
I_. respect to the City; provided that such financial statements so to be provided shall be
(1)prepared in accordance with the generally accepted accounting principles, or such other
accounting principles as the City may be required to employ from time to time pursuant to Texas
law or regulations, and (2)audited, if the City commissions an audit of such statements and the
audit is completed within the period during which they must be provided. If the audit of such
financial statements is not complete within such period, then the City shall provide(1)unaudited
i financial statements for the applicable fiscal year within six months after the end of such fiscal
year, and (2) audited financial statements for the applicable fiscal year to Bank of America,N.A.
when and if the audit report on such statements become available.
(b) The City shall provide annually to Bank of America, N.A., for so long as it is the
holder of the Bonds, a true and correct copy of the City's annual fiscal year budget for each
fiscal year within thirty(30)days of approval by the City Council of the City.
SECTION 53. 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.
i4
45707212.5 -42-
PASSED AND ADOPTED on the 7th day of February, 2006.
CITY OF CIBOLO, TEXAS
/
l v!%
EXHIBIT A
PAYING AGENT/REGISTRAR AGREEMENT
SEE TAB NO. 3
1I
I
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!
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45707212.5 A-1
II
EXHIBIT B
PURCHASE CONTRACT
I__
SEE TAB NO. 4
I
_ I
45707212.5 B-1
EXHIBIT C
DTC LETTER OF REPRESENTATIONS
N/A
11
45707212.5 C-1
{
REGISTERED
REGISTERED PRINCIPAL AMOUNT
NO. R-1 $3,000,000
United States of America
State of Texas
County of Guadalupe
' -' CITY OF CIBOLO, TEXAS
UTILITY SYSTEM REVENUE BONDS,
SERIES 2006
'- Bond Date: Interest Rate: Stated Maturity: CUSIP No.
February 1, 2006 As Shown Below As Shown Below N/A
I_
REGISTERED OWNER: BANK OF AMERICA, N.A.
' PRINCIPAL AMOUNT: THREE MILLION AND NO/100 DOLLARS
Year of Principal Interest
Stated Maturity Amounts ($) Rates (%)
2-1-2007 95,000 4.07
2-1-2008 100,000 4.07
2-1-2009 110,000 4.07
2-1-2010 115,000 4.07
2-1-2011 125,000 4.07
2-1-2012 130,000 4.07
4.07
2-1-2013 135,000
2-1-2014 140,000 4.07
2-1-2015 150,000 4.07
1 2-1-2016 160,000 4.07
2-1-2017
2-1-2018
145,000 4.07
150,000 4.07
2-1-2019 155,000 4.07
2-1-2020 165,000 4.07
2-1-2021 170,000 4.07
2-1-2022 175,000 4.07
I 2-1-2023 185,000 4.07
2-1-2024 190,000 4.07
2-1-2025 200,000 4.07
2-1-2026 205,000 4.07
IL
I The City of Cibolo, Texas (the City), a body corporate and municipal corporation 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 specified above, or the registered
' 45709168.2
assigns thereof, on the Stated Maturity date specified above, the Principal Amount specified
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 Closing Date specified above, 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 Stated Maturity, while Outstanding, at the per annum rate of interest specified
_ above; such interest being payable on February 1 and August 1 of each year (the Interest
' Payment Date) commencing August 1, 2006.
Principal and premium, if any, of the Bond shall be payable to the Registered Owner
hereof (the Holder) upon presentation and surrender (provided, however, with respect to
principal payments prior to the final Stated Maturity, the Bonds need not be surrendered to the
Paying Agent/Registrar, who will merely document this payment on an internal ledger
' maintained by the Paying Agent/Registrar), at the corporate trust or other office of the Paying
Agent/Registrar executing the registration certificate appearing hereon or a successor thereof.
L Interest shall be payable to the Holder of this Bond (or one or more Predecessor Bonds, as
' defined in the Ordinance hereinafter referenced) whose name appears on the Security Register
maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is
the fifteenth day of the month next preceding each interest payment date. All payments of
' principal of 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 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.
This Bond is one of the series specified in its title issued in the aggregate principal
amount of$3,000,000 (the Bonds) pursuant to an ordinance adopted by the governing body of
the City (the Ordinance), for the purpose of providing funds for (i) acquiring, purchasing,
constructing, improving, enlarging, or equipping the City's combined utility system (the
_ System), and (ii) paying the costs, of issuing the Bonds. The Bonds are authorized to be issued
' pursuant to the authority conferred by and in conformity with the laws of the State of Texas,
particularly Chapter 1502, as amended, Texas Government Code, the City's Home Rule Charter,
and the Ordinance.
The Bonds may be redeemed prior to their Stated Maturities, at the option of the City, on
any date, in whole or in part in principal amounts of$5,000 or any integral multiple thereof(and
' if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar) at the
redemption price of par, together with accrued interest to the date of redemption plus the
_ ! Prepayment Fee, 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
terms and provisions relating thereto contained in the Ordinance. The Prepayment Fee shall be
equal to the greater of (i) zero, or (ii) the Mark-to-Market adjustment. For the purposes of
' calculating the Prepayment Fee,the following definitions shall apply:
(1) Mark-to-Market Adjustment: The amount, calculated on any prepayment
' date, which is derived by subtracting: (i) the principal amount of the Bonds to be prepaid
' 45709168.2 - 2 -
as of such prepayment date, from (ii) the Mark-to-Market Value of the Bonds to be
prepaid on such prepayment date.
(2) Mark-to-Market Value: The amount, calculated on any prepayment date,
' which is derived by summing the present values of each prospective payment of principal
and interest which without such full or partial prepayment, could otherwise have been
received by the Purchasers over the remaining contractual life of the Bonds if the
Purchasers had instead invested the proceeds of the Bonds on the Closing Date at the
Initial Blended Money Market Funds Rate. The individual discount rate used to evaluate
each prospective payment of interest and/or principal shall be the Current Blended
' Money Market Funds Rate for the maturity matching that of each specific payment of
principal and/or interest.
(3) Initial Blended Money Market Funds Rate: That borrowing rate,
calculated on the issuance date and including costs incurred by the Purchasers of FDIC
insurance, reserve requirements, and other such explicit or implicit cost levied upon the
Purchasers by any regulatory agency, which would be attainable by the Purchasers if it
borrowed funds with an interest payment frequency and principal repayment schedule
matching that of the Bonds. Such funds would be borrowed in one or more wholesale
' funding markets available to the Purchasers, including negotiable certificates of deposits,
federal funds and others. The City acknowledges that the Purchasers may not actually
purchase the Bonds with any such specific matched set or mix of instruments, and that
' the Initial Blended Money Market Funds Rate is the Purchasers' reasonable estimate
only.
' (4) Current Blended Money Market Funds Rate: That rate, calculated on the
prepayment date and including cost incurred by the Purchasers of FDIC insurance,
reserve requirements, and other such explicit or implicit cost levied upon the Purchasers
Iby any regulatory agency, which would be attainable by the Purchasers if it borrowed
funds in a maturity matching a specific prospective Bond payment date. Such funds
would be borrowed in one or more wholesale funding markets available to the
' Purchasers, including negotiable certificates of deposit, federal funds, or others. A
separate Current Blended Money Market Funds Rate will be calculated for each
prospective interest and/or principal payment date. The City acknowledges that the
' Current Blended Money Market Funds Rate is the Purchasers' reasonable estimate only,
and that the Purchasers are under no obligation actually to purchase or match funds for
�- any transaction.
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 or other 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.
45709168.2 - 3 -
i
-
{ If this Bond (or any portion of the principal sum hereof) shall have been duly called for
redemption and notice of such redemption duly given, then upon such redemption date this Bond
(or the portion of the principal sum hereof to be redeemed) shall become due and payable, and, if
money for the payment of the redemption price, Prepayment Fee, 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
L 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 special obligations of the City payable from and equally and
ratably secured solely by a first and prior lien on and pledge of the net revenues (the Net
Revenues) derived from the operation of the City's combined utility system (the System). The
City has previously authorized the issuance of the Limited Pledge Obligations (as defined in the
Ordinance) which are payable, in part, from and equally and ratably secured by a limited lien on
and pledge of the Net Revenues of the System, such pledge being subordinate and inferior to the
_ pledge of the Net Revenues securing the payment of the Bonds and any Additional Prior Lien
Obligations, Junior Lien Obligations, and Subordinate Lien Obligations hereafter issued by the
City. In the Ordinance,.the City reserves and retains the right to issue Additional Prior Lien
Obligations, Junior Lien Obligations, Subordinate Lien Obligations, and Additional Limited
Pledge Obligations, without limitation as to principal amount but subject to any terms,
conditions, or restrictions set forth in the Ordinance or as may be applicable thereto under law or
otherwise. The Bonds do not constitute a legal or equitable pledge, charge, lien, or encumbrance
upon any property of the City or System, except with respect to the Net Revenues.
The Holder hereof shall never have the right to demand payment of this obligation out of
any funds raised or to be raised by taxation.
_ li Reference is hereby made to the Ordinance, a copy of which is on file in the corporate
' trust or other 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 and
nature of the Net Revenues of the System pledged for the payment of the Bonds; the terms and
conditions under which the City may issue Additional Prior Lien Obligations, Junior Lien
Obligations, Subordinate Lien Obligations, and Additional Limited Pledge Obligations; the terms
_._ and conditions relating to the transfer or exchange of the Bonds; the conditions upon which the
1 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 redeemed or discharged at or prior to the Stated
Maturity thereof, and deemed to be no longer Outstanding thereunder; and for the other terms
and provisions specified in the Ordinance. Capitalized terms used herein have the same
meanings assigned in the Ordinance.
This Bond, subject to certain limitations contained in the Ordinance, may be transferred
on the Security Register upon presentation and surrender at the corporate trust or other office of
1 the Paying Agent/Registrar, duly endorsed by, or accompanied by a written instrument of
45709168.2 - 4 -
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
j ! 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 the issuance of this Bond in order to
render the same a legal, valid, and binding special obligation of the City have been performed,
exist, and have been done, in regular and due time, form, and manner, as required by law, and
that issuance of the Bonds 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 a pledge of and lien on the Net Revenues of the System. 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.]
L `
'
I ,
' 45709168.2 - 5 -
I
IN WITNESS WHEREOF, the City Council of the City has caused this Bond to be duly
executed under the official seal of the City.
CITY OF CIBOLO, TEXAS
By/r/
ayor
-
1
ATTESTED:
J/0
City Secretary
(CITY SEAL)
' i
11;
I
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I45709168.1 - 6 -
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: BANK OF AMERICA, N.A., as Paying
Agent/Registrar
By:
Authorized Signature
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:
I, !
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:
r
45709168.2 - 7 -
i !
PAYING AGENT/REGISTRAR AGREEMENT
THIS PAYING AGENT/REGISTRAR AGREEMENT entered into as of February 7,
2006 (this Agreement) is between the City of Cibolo, Texas (the Issuer) and Bank of America,
N.A.,Dallas,Texas, a national banking association duly organized and existing under the laws of
the United States of America and authorized to do business in the State of Texas (the Bank).
RECITALS OF THE ISSUER
The Issuer has duly authorized and provided for the issuance of its "CITY OF CIBOLO,
TEXAS UTILITY SYSTEM REVENUE BONDS, SERIES 2006" (the Securities), dated
February 1, 2006, in the aggregate principal amount of $3,000,000 to be issued as registered
securities without coupons;
- All things necessary to make the Securities the valid obligations of the Issuer, in
accordance with their terms, will be taken upon the issuance and delivery thereof;
The Issuer is desirous that the Bank act as the Paying Agent of the Issuer in paying the
principal, premium (if any) and interest on the Securities, in accordance with the terms thereof,
and that the Bank act as Registrar for the Securities;
The Issuer has duly authorized the execution and delivery of this Agreement; and all
things necessary to make this Agreement the valid agreement of the Issuer, in accordance with its
terms,have been done.
NOW,THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
;' APPOINTMENT OF BANK AS
PAYING AGENT AND REGISTRAR
Section 1.01 Appointment. •
The Issuer hereby appoints the Bank to act as Paying Agent with respect to the Securities,
in order to pay, when due, the principal, premium (if any), and interest on all or any of the
Securities to the Holders of the Securities.
The Issuer hereby appoints the Bank as Registrar with respect to the Securities.
The Bank hereby accepts its appointment, and agrees to act as, the Paying Agent and the
Registrar.
Section 1.02 Compensation.
As compensation for the Bank's services as Paying Agent/Registrar, the Issuer hereby
agrees to pay the Bank the fees and amounts set forth in Annex A hereto for the first year of this
Agreement and thereafter the fees and amounts set forth in the Bank's current fee schedule then
in effect for services as Paying Agent/Registrar for political subdivisions, which shall be
45707216.1
supplied to the Issuer on or before ninety (90) days prior to the close of the Fiscal Year of the
Issuer and which shall be effective upon the first day of the following Fiscal Year. The Issuer
covenants to provide notice to the Bank upon any change in the Issuer's Fiscal Year within ten
(10)business days of the governing body of the Issuer's decision to change the Fiscal Year of the
Issuer.
In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable
expenses, disbursements, and advances incurred or made by the Bank in accordance with any of
the provisions hereof (including the reasonable compensation and the expenses and
disbursements of its agents and counsel).
ARTICLE TWO
DEFINITIONS
Section 2.01 Definitions.
For all purposes of this Agreement, except as otherwise expressly provided or unless the
context otherwise requires, the following terms, whenever the same appears herein without
qualifying language, are defined to mean as follows:
Acceleration Date of any Security means the date on and after which the principal
or any or all installments of interest, or both, are due and payable on any Security which
has become accelerated pursuant to the terms of the Security.
Bank Office means the corporate trust or other office of the Bank set forth on the
signature page of this agreement. The Bank will notify the Issuer, in writing, of any
change in location of the Bank Office.
Bond Resolution means the resolution, order, or ordinance of the governing body
of the Issuer pursuant to which the Securities are issued, certified by the City Secretary or
any other officer of the Issuer, and delivered to the Bank.
Fiscal Year means the fiscal year of the Issuer, which currently begins on October
1 and ends on September 30 of each year.
Holder and Security Holder each means a Person in whose name a Security is
registered in the Security Register.
Issuer Request and Issuer Order means a written request or order signed in the
name of the Issuer by the Mayor or the City Secretary of the Issuer and delivered to the
Bank.
Legal Holiday means a day on which the Bank is required or authorized to be
{ closed.
Person means any individual, corporation, partnership,joint venture, association,
joint stock company, trust, unincorporated organization or government or any agency or
political subdivision of a government.
45707216.1 -2-
it
I
Redemption Date when used with respect to any Security to be redeemed means
the date fixed for such redemption pursuant to the terms of the Bond Resolution.
Responsible Officer when used with respect to the Bank means the Chairman or
Vice-Chairman of the Board of Directors, the Chairman or Vice-Chairman of the
Executive Committee of the Board of Directors, the President, any Vice President, the
Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, the Cashier,
any Assistant Cashier, any Trust Officer or Assistant Trust Officer, or any other officer of
the Bank customarily performing functions similar to those performed by any of the
L- above designated officers and also means, with respect to a particular matter, any other
officer to whom such matter is referred because of his knowledge of and familiarity with
the particular subject.
Security Register means a register maintained by the Bank on behalf of the Issuer
providing for the registration of Securities and of transfers of Securities.
Stated Maturity means the date specified in the Bond Resolution as the fixed date
on which the principal of a Security is scheduled to be due and payable.
Section 2.02 Other Definitions.
The terms "Bank", "Issuer", and "Security" have the meanings assigned to them in the
opening paragraph of this Agreement or in the Recitals of the Issuer.
The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties
and functions of this Agreement.
ARTICLE THREE
PAYING AGENT
Section 3.01 Duties of Paying Agent.
As Paying Agent, the Bank shall, provided adequate collected funds have been provided
to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the principal of
each Security at its Stated Maturity, Redemption Date, if any, or Acceleration Date, to the
Holder upon surrender of the Security to the Bank at the Bank Office.
j As Paying Agent, the Bank shall, provided adequate collected funds have been provided
to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on
each Security when due, by computing the amount of interest to be paid each Holder, preparing
the checks and mailing the checks on the payment date, to the Holders of the Securities on the
Record Date, addressed to their address appearing on the Security Register.
Section 3.02 Payment Dates.
The Issuer hereby instructs the Bank to pay the principal of and interest on the Securities
at the dates specified in the Bond Resolution.
45707216.1 -3-
ARTICLE FOUR
REGISTRAR
Section 4.01 Transfer and Exchange.
The Issuer shall keep at the Bank Office a register (the Security Register) in which,
subject to such reasonable written regulations as the Issuer may prescribe (which regulations
shall be furnished the Bank herewith or subsequent hereto by Issuer Order), the Issuer shall
provide for the registration of the Securities and for transfers of Securities. The Bank is hereby
appointed Registrar for the purpose of registering Securities and transfers of Securities as herein
provided. The Bank agrees to maintain the Security Register while it is Registrar.
Every Security surrendered for transfer or exchange shall be duly endorsed or be
accompanied by a written instrument of transfer, the signature on which has been guaranteed by
an officer of a federal or state bank or a member of the National Association of Securities
i Dealers, in form satisfactory to the Bank, duly executed by the Holder thereof, or his agent, duly
authorized in writing.
Registrar may request any supporting documentation it feels necessary to effect a
re-registration.
Section 4.02 Form of Security Register.
The Bank as Registrar will maintain the records of the Security Register in accordance
with the Bank's general practices and procedures in effect from time to time. The Bank shall not
be obligated to maintain such Register in any form other than those which the Bank has currently
available and currently utilizes at the time.
The Securities Register may be maintained in written form or in any other form capable
of being converted into written form within a reasonable time.
Section 4.03 List of Security Holders.
The Bank will provide the Issuer at any time requested by the Issuer, upon payment of
1_,I any required fee, a copy of the information contained in the Security Register. The Issuer may
also inspect the information in the Security Register at any time the Bank is customarily open for
business, provided that reasonable time is allowed the Bank to provide an up-to-date listing or to
convert the information into written form.
The Bank will not release or disclose the content of the Security Register to any person
other than to, or at the written request of, an authorized officer or employee of the Issuer, except
upon receipt of a subpoena, court order, or as required by law. Upon receipt of a subpoena or
court order the Bank will notify the Issuer so that the Issuer may contest the subpoena or court
L1 order.
1 ,
45707216.1 -4-
Section 4.04 Return of Canceled Securities.
The Bank will, at such reasonable intervals as it determines, surrender to the Issuer
Securities in lieu of which or in exchange for which other Securities have been issued or which
have been paid or provide a certificate of destruction relating thereto.
It
lJ Section 4.05 Transaction Information to.Issuer.
The Bank will, within a reasonable time after receipt of written request from the Issuer,
furnish the Issuer information as to the Securities it has paid pursuant to Section 3.01 and
Securities it has delivered upon the transfer or exchange of any Securities pursuant to
Section 4.01.
ARTICLE FIVE
THE BANK
i
Section 5.01 Duties of Bank.
jI The Bank undertakes to perform the duties set forth herein and in the Bond Resolution
and agrees to use reasonable care in the performance thereof.
The Bank is also authorized to transfer funds relating to the closing and initial delivery of
the Securities in the manner disclosed in the closing memorandum approved by the Issuer as
prepared by the Issuer's financial advisor or other agent. The Bank may act on a facsimile
transmission of the closing memorandum to be followed by an original of the closing
memorandum signed by the financial advisor or the Issuer.
The Bank shall have only those duties as are specifically provided herein, which shall be
deemed purely ministerial in nature, and shall under no circumstance be deemed a fiduciary for
any of the parties to this Agreement. The Bank shall neither be responsible for, nor chargeable
with, knowledge of the terms and conditions of any other agreement, instrument or document
between the other parties hereto, in connection herewith. This Agreement sets forth all matters
pertinent to the Agreement contemplated hereunder, and no additional obligations of the Bank
shall be inferred from the terms of this Agreement or any other agreement.
Section 5.02 Reliance on Documents,Etc.
(a) The Bank may conclusively rely, as to the truth of the statements
and correctness of the opinions expressed therein, on certificates or opinions
furnished to the Bank.
(b) The Bank shall not be liable for any error of judgment made in
good faith by a Responsible Officer, unless it shall be proved that the Bank was
negligent in ascertaining the pertinent facts.
(c) No provisions of this Agreement shall require the Bank to expend
or risk its own funds or otherwise incur any financial liability for performance of
any of its duties hereunder, or in the exercise of any of its rights or powers, if it
45707216.1 -5-
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shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity satisfactory to it against such risks or liability is not assured
to it.
(d) The Bank may rely and shall be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion,
Li report, notice, request, direction, consent, order, bond, note, security, or other
paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties. Without limiting the generality of the
foregoing statement, the Bank need not examine the ownership of any Securities
but is protected in acting upon receipt of Securities containing an endorsement or
instruction of transfer or power of transfer which appears on its face to be signed
by the Holder or an agent of the Holder. The Bank shall not be bound to make
any investigation into the facts or matters stated in a resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order,
_i bond, note, security or other paper or document supplied by Issuer.
(e) The Bank may consult with counsel, and the written advice of such
counsel or any opinion of counsel shall be full and complete authorization and
protection with respect to any action taken, suffered or omitted by it hereunder in
good faith and in reliance thereon.
(f) The Bank may exercise any of the powers hereunder and perform
any duties hereunder either directly or by or through agents or attorneys of the
Bank.
Section 5.03 Recitals of Issuer.
The recitals contained herein and in the Securities shall be taken as the statements of the
Issuer, and the Bank assumes no responsibility for their correctness. -
1
—' The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security,
or any other Person for any amount due on any Security from its own funds.
Section 5.04 May Hold Securities.
The Bank, in its individual or any other capacity, may become the owner or pledgee of
L_ Securities and may otherwise deal with the Issuer with the same rights it would have if it were
not the Paying Agent/Registrar or any other agent.
Section 5.05 Money Held by Bank.
If the Bank is not the holder of the Securities, a paying agent account shall at all times be
kept and maintained by the Bank for the receipt, safekeeping, and disbursement of money
received from the Issuer hereunder for the payment of the Securities, and money deposited to the
credit of such account until paid to the Holders of the Securities shall be continuously
j collateralized by securities or obligations which qualify and are eligible under the laws of the
45707216.1 -6-
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State of Texas to secure and be pledged as collateral for paying agent accounts to the extent such
money is not insured by the Federal Deposit Insurance Corporation.
The Bank shall be under no liability for interest on any money received by it hereunder.
Any money deposited with the Bank for the payment of the principal, premium (if any),
!! or interest on any Security and remaining unclaimed for three years after final maturity of the
Security has become due and payable will be held by the Bank and disposed of only in
accordance with Title 6 of the Property Code(Unclaimed Property).
The Bank will comply with the reporting provisions of Chapter 74 of the Property Code
with respect to property that is presumed abandoned under Chapter 72 or Chapter 75 of the
Property Code or inactive under Chapter 73 of the Property Code.
Section 5.06 Indemnification.
The Issuer agrees, to the extent it legally may, to indemnify the Bank for, and hold it
harmless against, any loss, liability, or expense incurred without negligence or bad faith on its
part arising out of or in connection with its acceptance or administration of its duties hereunder,
including the cost and expense (including its counsel fees) of defending itself against any claim
or liability in connection with the exercise or performance of any of its powers or duties under
this Agreement. The foregoing indemnities in this paragraph shall survive the resignation or
substitution of the Bank or the termination of this Agreement.
Section 5.07 Interpleader.
The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim,
1 ! demands or controversy over its persons as well as funds on deposit, in either a Federal or State
District Court located in the State and County or Counties where either the Bank (Texas offices
only) or the Issuer is located, waive personal service of any process, and agree that service of
1 ! • process by•certified or registered mail, return receipt requested, to the address set forth in
Section 6.03 of this Agreement shall constitute adequate service. The Issuer and the Bank
further agree that the Bank has the right to file a Bill of Interpleader in any court of competent
jurisdiction in the State of Texas to determine the rights of any Person claiming interest herein.
Section 5.08 Depository Trust Company.
It is hereby represented and warranted that, in the event the Securities are otherwise
qualified and accepted for "Depository Trust Company" services or equivalent depository trust
services by other organizations, if the Bank has the capability and, to the extent within its
control, will comply with the "Operational Arrangements", promulgated from time to time by
The Depository Trust Company, which establishes requirements for securities to be eligible for
the timeliness of payments and funds availability, transfer turnaround time, and notification of
redemptions and calls.
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�f E ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01 Amendment.
t This Agreement may be amended only by an agreement in writing signed by both of the
parties hereof.
j Section 6.02 Assignment.
iI
This Agreement may not be assigned by either party without the prior written consent of
the other.
Section 6.03 Notices.
Any request, demand, authorization, direction, notice, consent, waiver or other document
provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or
delivered to the Issuer or the Bank, respectively, at the addresses shown on the signature page of
this Agreement.
Section 6.04 Effect of Headings.
The Article and Section headings herein are for convenience only and shall not affect the
construction hereof.
Section 6.05 Successors and Assigns.
All covenants and agreements herein by the Issuer shall bind its successors and assigns,
whether so expressed or not.
Section 6.06 Separability.
In case any provision herein, or application thereof, shall be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining provisions or
applications shall not in any way be affected or impaired thereby.
JI
Section 6.07 Benefits of Agreement.
Nothing herein, express or implied, shall give to any Person, other than the parties hereto
and their successors hereunder, any benefit or any legal or equitable right, remedy, or claim
j hereunder.
Section 6.08 Entire Agreement:
This Agreement and the Bond Resolution constitute the entire agreement between the
parties hereto relative to the Bank acting as Paying Agent/Registrar for the Securities, and if any
conflict exists between this Agreement and the Bond Resolution, the Bond Resolution shall
i_ govern.
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45707216.1 -8-
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Section 6.09 Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original and all of which shall constitute one and the same Agreement.
Section 6.10 Termination.
This Agreement will terminate on the date of final payment by the Bank issuing its
checks for the final payment of principal of and interest on the Securities.
ii
This Agreement may be earlier terminated upon 60 days written notice by either party;
provided, however, that this Agreement may not be terminated (i) by the Bank until a successor
Paying Agent/Registrar that is a national or state banking institution and a corporation or
association organized and existing under the laws of the United States of America or of any state
which possesses trust powers and is subject to supervision or examination by a federal or state
regulatory agency has been appointed by the Issuer and has accepted such appointment, or (ii) at
any time during which such termination might, in the judgment of the Issuer, disrupt, delay, or
otherwise adversely affect the payment of the principal, premium, if any, or interest on the
Securities. Prior to terminating this Agreement, the Issuer may reasonably require the Bank to
show that such termination will not occur during a period described in(ii) above.
The provisions of Section 1.02 and of Article Five shall survive and remain in full force
and effect following the termination of this Agreement.
Section 6.11 Governing Law.
This Agreement shall be construed in accordance with and governed by the laws of the
State of Texas and the United States of America.
[The remainder of this page intentionally left blank]
ij
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�1 45707216.1 -9-
)
U
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
CITY OF CIBOLO, TEXAS
By:
Y
Title: ayor
Add es . 109 S•A- Main Street
l/ Cibolo, Texas 78108
[SEAL]
Attest:
J ?9y
/
Title: City Secretary
BANK OF AMERICA,N.A.
` f
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J By:
Title:
Address: One Main Plaza
TX1-609-06-08
1201 Main Street
Dallas, Texas 75202-3113
Annex A - Fee Schedule
L-J
)
{
45707216.1 -10-
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
Y CITY OF CIBOLO; TEXAS
it
By:
Title: Mayor
Address: 109 South Main Street
Cibolo,Texas 78108 •
[SEAL]
I
�' Attest:
Title: City Secretary
BANK OF AMERICA,N.A..
$ , � . - SK
y�
II
Title: stit"
Address: One Main Plaza
TX1-609-06-08
1201 Main Street
Dallas,Texas 75202-3113
Annex A-Fee Schedule
I {
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45707216.1 -10-
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Annex A
` , Fee Schedule
None
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45707216.1 A-11
1
Bank of America, N.A.
300 Convent, 5th Floor
San Antonio, Texas 78205
February 7, 2006
Re: City of Cibolo, Texas Utility System Revenue Bonds, Series 2006 (the"Obligations")
City of Cibolo,Texas
! I 109 South Main
Cibolo, Texas 78108
Southwest Securities, Inc.
711 Navarro Street, Suite 490
San Antonio, Texas 78205
Fulbright& Jaworski.L.L.P.
300 Convent Street, Suite 2200
San Antonio, Texas 78205
Ladies and Gentlemen:
We have agreed to purchase, and the City Council of the City of Cibolo, Texas
(the"City") has agreed to sell to us, all of the captioned Obligations scheduled to mature on
February 1 in each of the years 2007 through 2026 at the purchase price of$3,000,000, and no
accrued interest. Such Obligations will bear the terms, be subject to redemption, and be secured
as described in the City's Ordinance authorizing the same adopted this date, all subject to receipt
by you and by us of such opinions, certificates, and other documents as you or we may
reasonably require to establish the validity and legality of the Obligations.
We hereby represent and warrant that:
(1) we are (i) an "accredited investor" within the meaning of Regulation D
promulgated under the Securities Act of 1933 or (ii)a state or national bank organized under the
laws of the United States, and we have sufficient knowledge and experience in financial and
business matters, including purchase and ownership of tax-exempt municipal obligations, to be
able to evaluate the economic risks and merits of the investment represented by the purchase of
the Obligations;
(2) we have made our own inquiry and analysis with respect to the Obligations and
the security therefor, and other material factors affecting the security and payment of the
Obligations, and we have not relied upon any statement by you, your officers, directors, or
45707222.2
I i
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City of Cibolo,Texas
Southwest Securities, Inc.
Fulbright.&Jaworski L.L.P.
February 7, 2006
Page 2
II
employees, or your financial consultants or legal advisors in connection with such inquiry or
analysis or in connection with the offer and sale of the Obligations;
(3) we have either been furnished with or have had access to all necessary
information that we desire in order to enable us to make an informed investment decision
concerning investment in the Obligations, and we have had the opportunity to ask questions and
receive answers from knowledgeable individuals concerning the purpose for which the proceeds
of the Obligations will be utilized, and the security therefor, so that we have been able to make
an informed decision to purchase the Obligations;
(4) we are purchasing the Obligations for our own account as evidence of a privately
placed and negotiated bank loan and not with a view to, and with no present intention of, selling,
pledging,transferring, conveying, hypothecating, mortgaging, disposing, reoffering, distributing,
or reselling the Obligations, or any part or interest thereof, except to persons who are able to and
do confirm in writing to us and to you the representations contained in paragraphs (1)through(3)
and this paragraph to the same extent as if such paragraphs referred to such persons;
(5) we further acknowledge that we are responsible for consulting with our advisors
concerning any obligations, including, but not limited to, any obligations pursuant to federal and
state securities and income tax laws, we may have with respect to subsequent purchasers of the
Obligations if and when any such future disposition of the Obligations may occur;
(6) we understand that the Obligations (a)are not being registered under the
Securities Act of 1933 and are not being registered or otherwise qualified for sale under the
"Blue Sky" laws and regulations of any state due to exemptions from registration provided for
therein, (b)will not be listed on any stock or other securities exchange, (c) will carry no rating
from any rating service, and(d)will not be readily marketable;
(7) we understand that the City is not required to make any continuing disclosure
pursuant to Rule 15c2-12(b) of the Securities and Exchange Commission under the Securities
Exchange Act of 1934 (the Rule), because the Obligations are being sold pursuant to a private
placement with the Purchasers (as defined in the Ordinance), generally in denominations of
$100,000 or any integral multiple of $5,000 in excess thereof, and therefore the Rule is not
applicable to the offering of the Obligations; and
(8) we understand and agree that the foregoing representations and warranties will be
relied upon by Fulbright& Jaworski L.L.P., Bond Counsel to the City, in rendering their opinion
on the exemption of the Obligations from the registration requirements under existing federal
and state securities laws.
II
45707222.2
L
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City of Cibolo, Texas
Southwest Securities, Inc.
Fulbright&Jaworski L.L.P.
February 7,2006
Page 3
Very truly yours,
Bank of America,N.A.
By: AMILOd J v
Name: I w ( ie,vt
Title: 5
I
45707222.1
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City of Cibolo, Texas
Southwest Securities, Inc.
Fulbright& Jaworski L.L.P.
February 7, 2006
Page 4
` AGREED TO AND ACCEPTED this 7th day of February, 2006.
CITY OF CIBOLO, TEXAS
// -
By, / 0,141/P
Titl�/ or
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45707222.2
--I
GENERAL CERTIFICATE
THE STATE OF TEXAS §
COUNTY OF GUADALUPE §
CITY OF CIBOLO §
THE UNDERSIGNED HEREBY CERTIFY that:
1. The City Council of the City of Cibolo,Texas(the City)has authorized the issuance
of the"CITY OF CIBOLO,TEXAS UTILITY SYSTEM REVENUE BONDS,SERIES 2006"dated
February 1, 2006, in the aggregate principal amount of$3,000,000 (the Bonds), authorized by an
ordinance passed and adopted on the 7th day of February, 2006 (the Ordinance).
2. The members of the City Council of the City are as follows:
Johnny Sutton Mayor
Jeff Campbell Mayor Pro Tem
Gary Kelley Councilmember
Miguel Troncoso Councilmember
Jennifer Hartman Councilmember
Bede Ramcharan Councilmember
3. Todd Parton is the duly appointed, qualified, and acting City Manager of the City.
4. Peggy Cimics is the duly appointed,qualified,and acting City Secretary of the City.
5. The City is a duly incorporated home rule city,having more than 5,000 inhabitants,
operating and existing under the laws of the State of Texas and the City's duly adopted home rule
charter which has not been amended since its adoption on September 11, 2004. Pursuant to the
provisions of Chapter 9, as amended, Texas Local Government Code, the City has conducted its
charter election, by official action adopted the City's home rule charter, certified to the Texas
Secretary of State an authenticated copy of the home rule charter under the City's seal,and the City
Secretary has recorded in the City Secretary's office the home rule charter adopted by the voters of
the City. Certain of the charter election documents are attached hereto as Exhibit C.
6. A schedule of principal and interest requirements for the Bonds is attached hereto as
Exhibit A to this Certificate and incorporated by reference for all purposes.
7. The current rates and charges for water and sanitary sewer services furnished by the
System are as set forth in Exhibit B and made a part of this certificate for all purposes.
8. A schedule of the Gross Revenues, Maintenance and Operating Expenses, and Net
Revenues of the System for the last five Fiscal Years is attached as Exhibit D and made a part of this
certificate for all purposes.
45707219.3
9. All of the meetings held by the City Council pursuant to which any proceedings were
passed, adopted, and approved in connection with the Bonds were meetings open to the public for
which public notice had been given,all as required by law and particularly Chapter 551,as amended,
Texas Government Code.
10. No Net Revenues of the System are pledged or encumbered to the payment of any
debt or obligation of the City or the System, except in connection with the currently outstanding
Inferior Lien Obligations.
- 11. The City is not in default as to any covenant,condition,undertaking or obligation in
connection with the currently outstanding Limited Pledge Obligations and each of the funds and
accounts created and established for the purpose of paying the principal of and interest on such
obligations contains the amount required to be on deposit therein.
12. The terms Fiscal Year, Gross Revenues,Limited Pledge Obligations,Maintenance
and Operating Expenses, Net Revenues, and System, as used in this certificate, have the same
meanings as in the Ordinance.
13. Additional transcript requirements pursuant to the provisions of Section 1202.008,as
amended,Texas Government Code, are attached hereto as Exhibit E.
14. Capitalized terms not defined in this certificate shall have the meanings ascribed to
them in the Ordinance.
15. This certificate is made for the benefit of the persons involved with this transaction
and the Attorney General of The State of Texas in connection with his examination into and the
approval of the Bonds.
[The remainder of this page intentionally left blank]
45707219.2 -2-
1 '
WITNESS OUR HANDS AND THE SEAL OF THE CITY OF CIBOLO, TEXAS on this
the 7th day of February, 2006.
(CITY SEAL)
U 4
Mayo
City • `Cibolo, : •as
City Secretary
City of Cibolo, Texas
II
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45707219.2 -3-
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EXHIBIT A
SCHEDULE OF OUTSTANDING OBLIGATIONS SECURED BY NET REVENUES OF
THE SYSTEM
Description Amount
Combination Tax and Limited Pledge Revenue Certificates of $1,165,000
Obligation, Series 2001
Combination Tax and Limited Pledge Revenue Certificates of 955,000
Obligation, Series 2003
The Bonds 3,000,000
TOTAL $5,120,000
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45707219.2 A-1
EXHIBIT B
RATES AND CHARGES
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45707219.2 B-1
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FEB-07-2006 TUE .11:28 AM SOUTHWEST SECURITIES FAX NO. 2102268299 P. 02
02/136/2886 11:53 2186581687 CIBOLO PAGE 02
ORDINANCE NUMBER 691
AN ORDINANCE OF THE CITY OF CIAOLO, TEXAS,
AMENDING ORDINANCE No.615 COMPREHENSIVE WATER
ORDINANCES AND DEMAND MANAGEMENT PLAN, BY
AMENDING ADDENDUM/ATTACHMENT 1; PROVIDING
THAT THIS ORDIANCE IS CUMULATIVE OF ALL OTHER
ORDINANCES OF THE CITY NOT IN CONFLICT WITH THE
PROVISIONS FOR THIS ORDINANCE; PROVIDING FOR
SEVERABILITY; PROVIDING FOR SAVINGS; AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City of Cibolo is a Home Rule Municipality located in Guadalupe
County, Texas, created in accordance with provisions of the Texas Local Government
Code and operating pursuant to its adopted City Charter and all applicable laws and
enabling legislation of the State of Texas;and
WHZREAS, the City of Cibolo adopted Ordinance No. 615 (Comprehensive Water
Ordinance and Demand Management Plan) declaring the water rates and demand
management plan
BE IT ORDAINED BY THE CITY COUNCIL OF TEE CITY OF CIBOLO
TEXAS....
SECTION 1
Thatthe above and foregoing premises are true and correct and are incorporated herein
and made part hereof for all purposes.
• SECTON 2
• ADOPTION
That the Ordinance amendments incorporated in Section 3 herein are hereby adopted by
`—"
the City council of the City of Cibolo, Texas, and amend Ordinance No. 615 and
subsequent amendments.
SECTION 3
That Ordinance No. 615 shall be amended by amending Addendum/Attachment 1 as
following:
ADDENDUM/ATTACHMENT 1:
RATES AND CHARGES;
Following are the rates and charges for services furnished by
the City of Cibolo's Utility
Det. (Amended September 13. 2005 — effective for October 15, 2005 billing
cycle,new rates to be paid for the fust time on December 1,2005).
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FEB-07-2006 TUE 11:28 AM SOUTHWEST SECURITIES FAX NO. 2102268299 P. 03
82/06/ :
2066 1153 2156581657
' 41 kM : WA ' ' RA W + at; YBJL..
First 1,200 gallons $9.00 Base Rate
Between 1,200 and 3,000 gallons $17.00 Base Rate
3,001 to 12,000 additional $2.7$per 1.000 gal
12,001 to 20,000 additional $4.00 per 1,000 gal
! 20,001 to 30,000 additional $6.00 pet 1,000 gal
30,001 to 50,000 additional $10.00 per 1,000 gal
50,001 + additional $15.00 per 1,000 gal
Ii Water Acquisition Fee S 4,00 per month
MONTEL BILLING
First 3,000 gallons
$25.50
3,001 to 15,000 additional $2.75 per I,000 gal
15,001 and up additional $3.70 per 1,000 gal
Water Acquisition Foe
$4.00 per month
RESIDENTIAL WASTEVV'
First 3,000 gallons of water used $10.50 Base
Rate
3,001+gallons of water used additional $ 1.90 per 1,000 gallons
For new residential customers receiving wastewater service, monthly billing shall be
based upon the average water use per residential account calculated during the City's
winter averaging period,until the next sewer averaging period.
CO\A ,. 'Cl _ W TEWATER ' TES
►i itii111;1 t # ....#•G
First 3,000 gallons of water used $12.60 Base Rate
3,001+gallons of water used additional $ 1.90 per 1,000 gallons
For commercial customers receiving wastewater service; monthly billing shall be based
upon the estimated average water use until the next sewer averaging period
jx CC)1‘l�IEG"i-SES
Address where service already in existence $30.00
Residential where no service existed $60.00
ane T
(Line
mal where to service existed S75.00
Industrial where no service existed $120.00
(Line Tap) $30.00
Commercial where service existed $30.00
•
Industrial where service existed S/8 meter)
Residential/Commercial meters( 0
other) $$30 0..0010°/v
Residential/Commes�rcial meters(all
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FEB-07-2006 TUE 11:28 All SOUTHWEST SECURITIES FAX NO. 2102268299 P. 04
' _ '92/96/2966 11:53 ... 2106581607. CIBOLQ ""- "'
HYDRANT NETRUIZA50.00
Meter Connect
Daily Rental $ 7.50
Water Rate First 3,000 gallons $25.50
Each 1.000 gallons after first 3,000 gallons $4.00 per 1,000 gal
alEESUMe
Move withinCity &
$30.00
Pgrarrs
The following deposits shall be paid to establish a utility account with the City of
Cibolo's water or wastewater system. Said deposits shall be paid for wastewater service
only or both water and wastewater service.
Hydrant Meter $650.00
Residential Service $ 40.00
Commercial Service Two months estimated total utility
bill
Industrial Service Two months estimated total utility
Bill
Garbage Only Pm-pay two months
Commercial Roll-OffDumPater $800.00
ositsf�
Dresidential and non-residential accounts will be credited toward en active
account after two(2)years service with no disconnects,no returned checks and not more
than two(2)late fees charged. If there is a disconnect,returned check or more than two
(2)late fees during that time,the two-year period will begin again from the date that the
City either receives notice of a returned check of from the second date that the account
becomes delinquent. All accounts existing as of the effective date of this ordinance
that
ars
qualify for a credit as specified in this paragraph and have not otherwise received
reimbursement for a deposit paid prior to the effective date of this Ordinance shall be
credited for said ou uotding deposit as outlined hetes
Ali of these fees and charges arc in addition to impact fees charged for new service and
platting in the City of Cibolo.
BAD CHECK POLICY
The City of Cibolo shall collect a twenty-five dollar($25.00) administrative char bank.
for
each time a check issued to the City of Cibolo is returned for non-payment by
theAny person,account,or household that bas had two checks returned to the City of Cibolo
debts to the City of Cibolo with a
-J for non-payment shall lose the privilege of paying debts
only" shall meancheck and shall be"Cash Only".For purposes of this ordinance,
payment by currency,CASHIER'S CHECK.money order or bank certified check.
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FEB-07-2006 TUE 11:28 AM SOUTHWEST SECURITIES FAX NO. 2102268299 P. 05
~ 82/86/2886 11:5 2106581687 GIAO-D
SECTION 4
CUMULATIVE CLAUSE
That this ordinance shall be cumulative of all provisions of the City of Cibolo, Texas,
except where the provisions of this Ordinance are in direct conflict with the provisions of
such Ordinance, in which event the conflicting provisions of such Ordinance are hereby
repealed.
SECTION 5
SEVERABILITY
That it is hereby declared to be the intention of the City Council of the City of Cibolo that
the phrases, clauses,sentences,paragraphs, and sections of this Ordinance are severable,
and if any phrase, clause, sentence, paragraph or section of this Ordinance should be
declared unconstitutional by the valid judgment or decree of any court of competent
jurisdiction, such unconstitutionality shall not affect any of the remaining phrases,
clauses, sentences, paragraphs or sections of the Ordinances, since the same would have
been enacted by the City Council without incorporationor section, s ordinance of any such
unconstitutional phrases,clause,sentence,paragraP
h SECTION 6
SAYINGS
That all tights and privilege of the City of Cibolo are expressly saved as to any and all
Ordinances affecting the water rates, which have
violations of the provision of any accrued at the
accruedas Co at the time of the effective date of this Ordinances;and, such
violation and he
time of the effective date of this Ordinance; and, as to such accrued
ail
pending litigation, both civil and crixninal, whether pending in court or not, under such
Ordinances, same shall not be affected by this Ordinance but may be prosecuted until
final disposition by the courts.
SECTION.7
EFFECTIVE DATE
That this Ordinance Shall be effective upon the approval of the City Council of the City
of Cibolo,Texas and the publication of the fees twice in the newspaper of record AND IT
is so ORDAINED.
PASSED AND APPROVED by a vote of i for to D against this 13e' day of
September,2005. SIC KED:
•
—4•411111.11rddr
diriaidmair Auer Armor
a ,
�..,.y Aif. May•'
ATTEST:
�, _�►
Y :we Griffin, rty S
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EXHIBIT C
HOME RULE CHARTER ELECTION PROVISIONS
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45707219.2 C-1
ORDINANCE NO. ((at.U
DECLARING THAT THE PROPOSED HOME-RULE CHARTER FOR THE CITY
OF CIBOLO SHALL BE SUBMITTED TO THE VOTERS ON SEPTEMBER 11,
2004 AS ONE DOCUMENT.
WHEREAS,the City of Cibolo Charter Commission has submitted a proposed Home-Rule Charter for the City of
Cibolo;and
WHEREAS,the City Council for the City of Cibolo has ordered an election on the adoption of the proposed Home-
Rule Charter for September 11,2004;and
WHEREAS,Texas Local Gov't Code Chapter 9.003(c) directs the Charter Commission to prepare the Charter so
that to the extent practicable each subject may be voted on separately;and
WHEREAS,both the Charter Commission for the City of Cibolo and the City Council believe that it is not possible
to have the citizens vote on the /Li sections individually at the election on September 11,2004.
NOW THEREFORE,BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CIBOLO,TEXAS:
Section 1. That the election ordered by the City Council on for September 11,2004 shall propose to the voters
the following:
Shall the City of Cibolo,Texas adopt a Home-Rule Charter?
_ YES
NO
Section 2. The Council finds that it is impractical to submit to the voters each individual section of the Charter
for their approval and therefore orders that the Charter as one document be submitted to the voters for
their vote as proposed inlthe
�,,ballot language above.
`1'
PASSED AND APPROVED this I V' day of ,2004
CHARLES RUPPERT,Mayor
A1'1'LST:
i/t,ufarit LP
Y ONNE GRIFFIN,City S r. tary
APPROVED AS TO FORM:
SUSAN C.ROCHA,City Attorney
{
CITY OF CIBOLO
P.O.BOX 826
CIBOLO,TEXAS 78108
(210)658-9900
cibolo@texas.net
•
CANVASS OF GENERAL ELECTION
I, Charles Ruppert, Mayor of Cibolo, Texas, met with the City Council, sitting as the
canvassing board to canvass the election of September 11, 2004, on September 21, 2004 at
Cibolo, Texas. I certify that the figures on the tally sheets correspond with the figures
on the returns.
Witness my hand this 21st day of September, 2004.
14(141A1/1/11( ..--
Presiding Officer of Canvassing Authority
02/02/2006 12:09 2106581687 CIBOLO PAGE 03
City of Cibolo Special Election Dai:09/17/04
September 11,2004 Ttne:09:36'
J Early Voting Pa8e:1 of 1
Oficial Canvass
Registered Voters 3503-Cards Cast 57 1.63%
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Proposition Total
Times Counted f3503
Total Votes 57!3503 1.63%
57 100.00%
Times Blank Voted 0 0.00°h
Times Over Voted 0 000%
YES
46 8070%
NO
11 1930%
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02/02/2006 12:09 2106581687 CIBOLO PAGE 04
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City of Cibolo Special Election nate:09/17104
September 11,2004 Thne:o9:37:17
Election Day
Page:l of l
Official Canvass
Registered Voters 3503-Canis Cast 155 4.42%
Proposition
Total
Times Counted 155/3503 4A2%
-, Total Votes
Times Blank Voted 151 0 665 6
Times Over Voted - 0 0.00%
YES
NO 135 87.10%
19 1226%
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02/02/2006 12:09 2106581687 CIBOLO PAGE 02
SPECIAL CITY COUNCIL MEETING
CIBOLO MUNICIPAL BUILDING
200 S.MAIN
September 21,2004
6:45 P.M.
i
MINUTES
1. Call to Order—Mayor Ruppert called the meeting to order at 6:45 P.M.
2. Roll Call—All members of council were present.
3. Election
A. Approval/Disapproval of Certification/Canvassing the September 11,2004 Home Rule Charter Election results.
Councilwoman Hartman made the motion to approve the Certification/Canvassing of the September 11,2004 Home
Rule Charter Election results. Seconded by Councilman Campbell. For All,Against None.
B.Approval/Disapproval of an Ordinance to enter an order in the records of the municipality declaring that the
charter is adopted in accordance with Texas Local Government Code,Section 9.005(b).
Councilman Campbell made the motion to approve the ordinance to enter an order in the records. Seconded by
Councilman Troncoso: For:All,Against: None.
4. Comments
A. City Staff -None.
B. Commissioners-None
{
C. City Council—Councilman Troncoso thanked everyone who worked on the charter and that its time to get a
ethics policy together.
Councilwoman Hartman also thanked everyone for their work on the charter.
Councilman Sutton stated that he hoped everyone had read the charter.
D. Mayor—Congratulated thecity on becoming the newest home rule city in Texas.
i
5. Adjournment,
Councilman Campbell made the motion to adjourn at 6:54 P.M. Seconded by Councilman Sutton.
I_. PASSED AND APPROVED THIS 28TH DAY OF SEPTEMBER,2004.
Charles Ruppert
Mayor
Yvonne Griffin
City Secretary
I�; The State of Texas
Jofe
Statutory Documents .;
ti< j� �p0 , Phone:512-463-5705
P.O.Box 12887 Pd� , Fax:512-463-0873
Austin,Texas 78711-2887 �i� TTY:7-1-1
www.sos.state.tx.us
Geoffrey S. Connor
Secretary of State
September 24,2004
Ms.Yvonne Griffin
City Secretary/Treasurer
City of Cibolo
P.O.Box 826
Cibolo,Texas 78108
RE: Charter
Dear Ms. Griffin:
This is to inform you that the above documents were filed in this office on Sept.24,2004.
Li
These documents were recorded in Book 67; pages 1 - 51 in the Book of City Charters and
Amendments.
Sincerely,
Linda Stout
Director
Statutory Documents
- ST/ls
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EXHIBIT D
OPERATIONS SCHEDULE
WATERWORKS AND SEWER SYSTEM OPERATING STATEMENT TABLE 12
The following condensed statements have been compiled using accounting principles customarily employed in the determination of net
revenues available for debt service, and in all instances exclude depreciation, transfers, bad debt, debt service payments and expenditures
identified as capital.
Fiscal Year Ended
9/30/04. 9/30/03 9/30/02 9/30/01 9/30/00
L.; Revenues $ 2,867,498 $ 1,515,315 $ 1,218,636 $ 1,089,290 $ 852,330
.• Expenses 2,002.120 1.339.754 1.106.522 880.192 599.813
Net Revenue Available $865,378 $175,561 $ 112,114 $ 209,098 $ 252517
for Debt Service
Customer Count:
Water 2,169 1,710 1,490 1,144 1,150
Sewer 2,499 2,013 1,340 982 1,046
Source: The Issuer's Annual Financial Reports
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45707219.2 C-
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EXHIBIT E
ADDITIONAL TRANSCRIPT REQUIREMENTS
(Section 1202.008, as amended,Texas Government Code)
Par Amount of Issue: $3,000,000
Dollar Amount of Bond Premium(if any): None
Dollar Amount of Original Issue Discount(if any): None
Dated Date: February 1,2006
Closing Date(Expected Delivery Date,on or about): February 9,2006
By Year, Maturity Amounts,Coupon Rates, Prices or Yields (If No See Attached
Reoffering Yield(NRO)Indicated,Please Provide Yield Separately):
Call Provisions,Including Premiums(if any): On any date
I Mandatory Redemption Provisions: None
Debt-Service Schedule,Principal and Interest,and Annual Totals,with See Attached
the fiscal year identified:
Use of Derivative Products Associated with Financing: None
If Applicable, Schedule of Bonds Refunded, including, by year, None
principal amount,coupon,and interest cost:
Pledge:tax(ad valorem,sales,other),revenue,combination: Prior and First Lien on Net Revenues
Type of Credit Enhancement(including PSF guarantee): None
Rating Service(s)and rating(s)assigned to issue: Not rated
-' Type of sale: 0 a)competitive❑x c)private placement
❑ b)negotiated 0 d)other(explain)
Pricing: Negotiated sale: date and time of verbal award of bid: p.m.
Competitive sale: date and time of award of bid:
Private Placement: date and time of agreement on interest rates:February 7,2006 @ 7:00pm
If purchaser of bonds is a governmental entity,such as the Texas Water Development Board,please name purchaser:
N/A.
If a refunding bond issue,please provide final schedule of cash and present value savings(loss).N/A
If a school district refunding bond issue,and the refunding involves"old debt"per the Texas Education Code,please
provide schedule of principal and interest payments of refunding bonds associated with"old debt". If the same issue
also involves"new debt,"please provide a schedule of principal and interest payments on the"new debt"portion as
well. These two schedules together should equal total debt service by maturity. N/A
CAB's and CIB's - please provide the per annum bond interest rates by maturity as shown in the bond order
document. N/A
45707219.2 E-1
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Costs of Issuance—please provide best estimate of costs. If final costs are significantly different,please submit
changes directly to the Texas Bond Review Board.Call(512)463-1741 or(512)475-4802(FAX).
SERVICE FIRM ONE-TIME FEES ANNUAL FEE(a)
Bond Rating (in dollars)
•
Duff&Phelps
Fitch
Moody's
Standard&Poor's
Other General Costs of Issuance(b) 62,188.00
Any Specialized Costs of Issuance(c)
Bond Insurance
Total Underwriting Spread(d) 0.00
Did underwriter pay rating fee(s)? Yes No Which one(s)?
Did underwriter pay bond insurance fee? Yes No
PARTICIPANTS FIRM
Bond Counsel Fulbright&Jaworski L.L.P.,San Antonio,Texas
Paying Agent Bank of America,N.A.,Dallas,Texas
Financial Advisor Southwest Securities, San Antonio,Texas
Purchaser Bank of America,N.A., San Antonio,Texas
(a) relates to the ongoing fees or recurring costs of a financing for services such as paying agent,remarketing
agent,credit provider and other similar services(may be expressed as a formula as appropriate).
(b) e.g.,bond counsel, financial advisor,paying agent,printing,AG approvd.
(c) e.g.,remarketing fees,escrow verification fees,etc.
(d) the cost for marketing and selling the bonds, including takedown, structuring fee,underwriter risk,and
expenses.
PERSON COMPLETING FORM:
Telephone No.210/226-8677
Name: Mark McLiney Fax No.210/226-8299
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45707219.3 E-2
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SIGNATURE AND NO-LITIGATION CERTIFICATE
THE STATE OF TEXAS §
§
COUNTY OF GUADALUPE §
CITY OF CIBOLO §
We,the undersigned officers of the City of Cibolo,Texas(the Issuer)certify with respect to
the"CITY OF CIBOLO,TEXAS UTILITY SYSTEM REVENUE BONDS, SERIES 2006"dated
February 1, 2006 (the Bond Date), in the aggregate original principal amount of$3,000,000 (the
Bonds) as follows:
1. That the Bonds have been duly and officially executed by us in the same manner
appearing hereon,and we hereby adopt and ratify our respective signatures in the manner appearing
on each of the Bonds whether in manual or facsimile for,as the case may be,as our own signatures.
2. That the Bonds are substantially in the form,and have been duly executed and signed
in the manner,prescribed in the ordinance authorizing the issuance of the Bonds.
3. That at the time we so executed and signed the Bonds we were, and at the time of
__ executing this certificate we are,the duly chosen,qualified and acting officers indicated therein,and
herein, and authorized to execute same.
4. That neither the corporate existence nor boundaries of the Issuer are being contested;
that no litigation has been filed or is now pending which would affect the authority of the officers of
the Issuer to issue, execute, and deliver the Bonds; and that no authority or proceedings for the
__! issuance of the Bonds have been repealed, revoked, or rescinded.
5. That we have caused the official seal of the Issuer to be impressed, or printed, or
lithographed on each of the Bonds,and the seal on the Bonds has been duly adopted as,and is hereby
declared to be,the official seal of the Issuer.
6. No litigation of any nature is now pending before any federal or state court, or
administrative body,or to our knowledge threatened, seeking to restrain or enjoin the issuance or
delivery of the Bonds, or the collection of the revenues derived from the operation of the Issuer's
_} utility system (the System), or the imposition of the rates and charges with regard to the System,
pledged to pay the principal of and interest on the Bonds,or the lien on or pledge of Net Revenues of
the System as set forth in the ordinance authorizing the issuance of the Bonds,or the pledge thereof,
to pay the principal of and interest on the Bonds,or in any manner questioning the proceedings and
authority under which the same is made or that would adversely affect in a material manner the
financial condition of the Issuer or the validity of the Bonds thereunder; and neither the corporate
existence or boundaries of the Issuer nor the right to hold office of any member of the governing
body of the Issuer or any other elected or appointed official of the Issuer is being contested or
otherwise questioned; and no authority or proceedings for the issuance of the Bonds have been
repealed,revoked, or rescinded.
45707223.1
7. No petition or other request has been filed with or presented to any official of the
Issuer requesting that any proceedings authorizing the issuance of the Bonds adopted by the
governing body of the Issuer be submitted to a referendum or other election; no authority or
proceeding for the issuance, sale, or delivery of the Bonds by the governing body of the Issuer has .
been amended,repealed,revoked,rescinded,or otherwise modified since the date of passage thereof;
and all such proceedings and authority relating to the issuance and sale of the Bonds remain in full
- force and effect as of the date of this certificate.
Authorization of Attorney General to Date Certificate
8. This Certificate is submitted pursuant to Title 1, Chapter 53, Texas Administrative
Code. Upon the approval of the Bonds by the Attorney General of the State of Texas, he is
authorized to date this Certificate as of the date of such approval. If any litigation should develop,or
if any other event should occur which should make this Certificate inaccurate before the Attorney
General's approval of the Bonds,we will notify the Attorney General at once by both telephone and
facsimile transmission. With this assurance,the Attorney General is entitled to rely on the accuracy
of this Certificate at the time of approval of the Bonds unless we advise him otherwise.
[The remainder of this page intentionally left blank.]
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45707223 1 -2-
FEB 9 2006
EXECUTED AND DELIVERED this
(SEAL OF,CITY)
SIGNATURE: OFFICIAL TITLE
Mayor,
.;r/7/Alk, City of Cibolo, Texas
City Secretary,
9� City of Cibolo, Texas
Execute either I or II below:
I. The signatures of the officers subscribed above are hereby certified to be true and
genuine.
(BANK SEAL)
or (Initials of Authorized Officer if
Bank has no seal on premises
By
Authorized Officer
II. Before me,on this day personally appeared the foregoing individuals,known to me to be the
persons whose names are subscribed to the foregoing instrument and who executed this document in
my presence.
Given under my hand and seal of office this r/4-1/4day of February, 2006.
G;,-ees.eoesoe< c,4444 4441
o��Yn SUZ; IE:ry. C..PublicRAN
State of Texas
my Comm, E .09-12-2007 ;; Notary ublic, State of Texas
(NOTARY SEAL)
45707223 1 -3-
CERTIFICATE AS TO TAX EXEMPTION
The undersigned, being the duly chosen and qualified Mayor and City Manager of the
City of Cibolo, Texas (the Issuer), hereby certify with respect to the "CITY OF CIBOLO,
TEXAS UTILITY SYSTEM REVENUE BONDS, SERIES 2006", in the aggregate principal
amount of$3,000,000 (the Bonds) as follows:
A. We, along with other officers of the Issuer and the System, are charged with the
responsibility for issuing the Bonds.
B. This certificate is made pursuant to Treasury Regulations Sections 1.148, 1.149,
and 1.150 (the Regulations), and sections 103 and 141 through 150 of the Internal Revenue Code
of 1986, as amended to the date hereof(the Code).
C. This certificate is based on the facts and estimates described herein in existence
on this date, which is the date of delivery of the Bonds to and payment for the Bonds by the.
initial purchasers thereof, and, on the basis of such facts and estimates, the undersigned expects
that the future events described herein will occur. To the best knowledge and belief of the
undersigned, there are no other facts, estimates, or circumstances which would materially change
the following statements, and the expectations hereinafter set forth are reasonable.
D. This certificate is based on the facts and estimates described herein in existence
- on the Closing Date, and, on the basis of such facts and estimates, the Issuer expects that the
future events described herein will occur. The Issuer covenants not to take any intentional acts
or actions after the Closing Date of the Bonds to earn a Yield upon the investment of the
proceeds materially higher than the Yield on the Bonds, except as provided herein.
E. Terms used and not defined herein have the same meaning given to them in the
- Regulations and the ordinance of the Issuer a dopted on February 7, 2006 (the Ordinance),
authorizing the issuance of the Bonds.
F. The City's employer identification number is 74-1812576.
G. Purpose and Size.
1. The Bonds are being issued pursuant to the Ordinance of the Issuer for the
purpose of providing funds for the purposes of building, improving, extending, enlarging, or
repairing the Issuer's utility system (the Project); and to pay the costs and expenses of issuing
the Bonds.
2. The Issuer has and will, at all times prior to the last Stated Maturity of the Bonds,
a. exclusively own, operate, and possess all property acquired, refinanced,
constructed, or improved with Gross Proceeds and not use or permit the use of any
property acquired, refinanced, constructed, or improved with Gross Proceeds in any
activity carried on by any person or entity (other than a state or local government), unless
such use is merely as a member of the general public, or
45707214.3
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b. not directly or indirectly impose or accept any charge or other payment for
use of Gross Proceeds or any property acquired, refinanced, constructed, or improved
with Gross Proceeds, other than a charge or other payment merely as a member of the
general public or interest earned on Investment Property acquired with Gross Proceeds
pending application for their intended purposes, either or both.
c. Specifically, the property financed or referenced with the Bonds is not
expected to be used (directly or indirectly) in any "private business use" (within the
meaning of section 141 of the Code), i.e., a use of facilities in the trade or business of a
person, other than a governmental unit or instrumentality thereof. For this purpose a
"use" includes use by such person as an owner, lessee, purchaser of output of facilities
under a "take and pay" or "take or pay" contract, or manager or independent contractor
under certain management or service contracts. Use of the property financed or
refinanced by Bonds by the general public is not considered a "use" by nongovernmental
persons in trades or businesses. Use of financed or refinanced property by
nongovernmental persons in their trades or businesses is treated as general public use
only if the property is intended to be available and in fact is reasonably available for use
on the same basis by natural persons not engaged in a trade or business. In general, use
under an arrangement that conveys priority rights or other preferential benefits is not use
on the same basis as the general public. Arrangements providing,for use that is available
to the general public at no charge or on the basis of rates that are generally applicable and
uniformly applied do not convey priority rights or other preferential benefits. For this
purpose, rates may be treated as generally applicable and uniformly applied even if-
(i) different rates apply to different classes of users, such as volume
purchasers, if the differences in rates are customary and reasonable; or
(ii) a specially negotiated rate arrangement is entered into, but only if
the user is prohibited by federal law from paying the generally applicable
rates, and the rates established are as comparable as reasonably possible to
the generally applicable rates.
d. We have been advised that use by a nongovernmental person pursuant to
an arrangement, other than an arrangement resulting in ownership of financed property
by a nongovernmental person, is not private business use if-
(i) the term of the use under the arrangement, including all renewal
options, is not longer than three years;
(ii) the arrangement .is a negotiated, arm's length arrangement that
provides for compensation at fair market value or is based on generally
applicable and uniformly applied rates; and
(iii) the property is not financed for a principal purpose of providing
that property for use by that nongovernmental person.
e. We have been further advised that use by a nongovernmental person
pursuant to an arrangement, other than an arrangement resulting in ownership of financed
45707214.3 -2-
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property by a nongovernmental person, is not private business use if the contract is a
contract with a person who will not resell the output and
•
(i) the obligations of purchaser to make payments is contingent upon
the requirements of a single user; and
(ii) do not obligate the purchaser to make payments that are not
contingent on the requirements of the purchaser or obligates the purchaser
to have requirements, or require the purchaser not to cease operations.
Contract provisions that require the purchaser to pay reasonable and customary damages
(including liquidated damages) in the event of default or to pay a specified amount to terminate
the contract while the purchaser has requirements, in each case, provided the payment is
reasonably related to the purchaser's obligations to buy requirements that is discharged by the
payment.
f. We have been advised that a wholesale requirements contract will not
result in private business use if
(i) the term of the contract, including renewal options, does not
exceed the lesser of five years or 30% of the term of the Bonds, or
(ii) the amount of output to be purchased under the contract does not
exceed five percent of the available output of the facilities financed by the
Bonds.
g. We have been further advised that under Revenue Procedure 97-13, the
Internal Revenue Service (the Service) has published guidelines relating to when a
favorable ruling will usually be issued with respect to the lack of private trade or business
use where a governmental unit which owns a bond-financed facility enters into a
management or service contract with private for-profit persons. Under these guidelines
(the Management Contract Guidelines), a ruling will usually be given to the effect that
there is no trade or business use in the situations described in such Revenue Procedure.
All present and future management or service contracts relating to the New Money
Project entered into between the Issuer and private persons (i.e., persons other than a
governmental unit) will comply with the requirements of the Management Contract
Guidelines or successor guidelines applicable to the Bonds, unless a written opinion of
Fulbright & Jaworski L.L.P., or other nationally recognized bond counsel is received to
the effect that noncompliance of such management contracts with the Management
Contract Guidelines will not cause the loss of the exclusion from gross income provided
under section 103(a) of the Code for interest on the Bonds or the treatment of interest on
the Bonds as a preference item under section 57 of the Code.
3. The Issuer will not use Gross Proceeds to make, finance or refinance loans to any
person or entity other than a state or local government. For purposes of the foregoing covenant,
Gross Proceeds are considered to be "loaned" to a person or entity if (1) property acquired,
constructed, or improved with 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
45707214.3 -3-
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such property is committed to such 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 Gross
Proceeds or any property acquired, constructed, or improved with Gross Proceeds are otherwise
transferred in a transaction which is the economic equivalent of a loan.
4. The amounts received from the sale of the Bonds, when added to available funds
on hand and amounts expected to be received from the investment of such proceeds, do not
exceed the amounts required to finance the Project and the costs of offering and issuing the
Bonds.
5. No receipts from the sale of the Bonds or amounts received from the investment
thereof will be used to pay the principal of or interest on any currently outstanding issue of bonds
or other obligations of the Issuer other than the Bonds.
H. Source and Disbursement of Funds.
1. The Issuer has received as a result of the sale of the Bonds to Bank of America,
N.A., San Antonio, Texas (the Purchaser) an amount equal to the Issue Price of Bonds of
$3,000,000.00.
2. The Issuer has caused the deposit of the Sale Proceeds of the Bonds this day as
follows:
Disposition Amount
Deposit to the Construction Fund $2,937,812.00
Costs of Issuance and Contingency 62,188.00
TOTAL $3,000,000.00
3. The Issuer estimates that it will receive $150,000 in income or profit from the
investment of the amounts deposited to the Construction Fund pending the disbursement of such
amounts for the governmental purposes for which the Bonds are being issued. Such amount will
be used to pay additional costs of the Project or deposited in the Debt Service Fund (hereinafter
defined)to pay principal of or interest on the Bonds within one year from the date of receipt.
I. Temporary Periods.
1. The amount disbursed or set aside to pay costs of issuance of the Bonds will be so
used within thirty (30) days from the date hereof, and may be invested without restriction as to
Yield until expended as described herein.
2. Within six months from the date hereof, the Issuer will have incurred binding
obligations or commitments in the amount of at least five percent of the principal amount of the
Bonds for the Project by entering into contracts for construction, architectural services,
engineering services, land acquisition, site development, construction materials, or the purchase
of equipment. The Issuer will account for the allocation of the Bond proceeds to an expenditure
,If
not later than 18 months after the later of the date the expenditure is paid or the date the Project
45707214.3 -4-
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is placed in service; but in all events 60 days after the earlier of the fifth anniversary of the date
of this Certificate or the retirement of the Bonds.
3. After entering into said contracts, work on the construction or acquisition of the
Project will proceed with due diligence to completion, which is expected to occur, except for
amounts allocated to the Bonds which are deposited in the Issuer's "Utility System Revenue
Bond Reserve Fund" (the Reserve Fund), and the proceeds from the sale of the Bonds and
investment earnings thereon are expected to be expended by February 1, 2009.
4. Based on the foregoing, the Issuer expects to invest Gross Proceeds, held in the
Construction Fund, without regard as to restriction of Yield until February 9, 2009, three (3)
years from the date hereof.
J. Debt Service Fund.
1. Pursuant to Section 10 of the Ordinance, the Bonds are payable from and secured
solely by a lien on and pledge of the Net Revenues, and such Net Revenues have been pledged to
the payment of the Bonds. Amounts collected from such Net Revenues for the.payment of the
principal of and interest on the Bonds are to be deposited to the credit of the "City of Cibolo,
Texas Utility System Revenue Bonds, Interest and Sinking Fund" (the Debt Service Fund). The
Issuer may credit against its required deposits to the Debt Service Fund all amounts received
from the investment of funds held therein. All money deposited in the Debt Service Fund will be
used solely to pay the principal of and interest on the Bonds as the same becomes due and
payable.
2. The Debt Service Fund has been established and will be used primarily to achieve
a proper matching of revenues and debt service within each bond year. The Debt Service Fund
will be depleted at least once a year to a reasonable carryover amount which will not exceed the
greater of the preceding bond year's earnings from investment of such portion or one-twelfth of
the annual debt service on the Bonds. All amounts deposited to the Debt Service Fund will be
spent within 13 months of deposit, and all amounts received from investment of such fund will
be deposited therein and will be expended within twelve months of receipt. Accordingly, the
amounts held in the Debt Service Fund during said periods are expected to be invested by the
Issuer without regard to Yield and any amounts held in the Debt Service Fund in excess of such
periods will be invested at a Yield not to exceed the Yield on the Bonds.
3. Except as described above and with respect to the funds on deposit in the Reserve
Fund, no funds of the Issuer have been or will be pledged to payment of the principal of or
interest on the Bonds or otherwise restricted so as to give reasonable assurance of the availability
of such funds for such purpose.
K. Reserve Fund.
1. The Issuer has covenanted in the Ordinance that it will maintain an amount on
deposit in the Reserve Fund equal to $218,255, that being the Average Annual Debt Service
Requirements on the Bonds Similarly Secured (the Required Reserve Amount). The amount on
deposit in the Reserve Fund will be pledged to the payment of the principal of and interest on the
Bonds Similarly Secured in the event that the amount on deposit in the Debt Service Fund on any
45707214.3 -5-
I
debt service payment date is insufficient for that purpose. The Issuer has been advised by its
financial advisors that a Reserve Fund in the Required Reserve Amount to be funded as provided
in the Ordinance is required to sell the Bonds at the interest rates set forth in the Ordinance and
for the total purchase price set forth herein and that funding the Reserve Fund in a lesser amount
would have resulted in the sale of the Bonds at materially higher interest rates or for a materially
lower purchase price to the Issuer.
2. The Ordinance provides that all income from the investment of the proceeds on
deposit in the Reserve Fund be deposited thereto until the amounts on deposit in the Reserve
Fund equal the Required Reserve Amount and that any amounts in excess of the Required
Reserve Amount may be withdrawn and deposited in the Debt Service Fund.
3. Investments acquired with amounts held for the credit of the Reserve Fund
allocable to the Bonds may be invested without restriction as to Yield to the extent the aggregate
cost thereof, adjusted upward by the amortized portion (calculated on a straight-line basis) of any
discount at which such Investments were acquired, does not exceed $234,074, which is the least
of (i) 10% of the proceeds of the Bonds, (ii) 125% of the average annual debt service on the
Bonds or (iii)the maximum annual debt service on the Bonds. Other Investments in the Reserve
Fund allocable to the Bonds will be invested at a Yield not greater than the Yield on the Bonds.
L. Yield, Rebate and Miscellaneous.
1. The Yield on the Bonds is 4.0701 percent, calculated on the basis of the
information provided by the Issuer's financial advisors.
2. The Issuer has covenanted to account for the Gross Proceeds of the Bonds
separately and apart from all other funds of the District from the date hereof.
3. The weighted average maturity of the Bonds is 11.7 years, which is less than
120% of the reasonably expected economic life of the assets acquired or constructed with the
proceeds of the Bonds, calculated pursuant to Code section 147.
4. Other than the Issuer's Tax Notes, Series 2006, the Issuer has not sold nor will it
sell any obligations within 15 days of the sale date of the Bonds.
5. Unless the Issuer has qualified for an exception to rebate pursuant to section
148(f)(4) of the Code, not less frequently than each Computation Date, the Issuer has covenanted
in the Ordinance to calculate or cause to be calculated by a nationally recognized accounting,
financial advisory firm or financial institution, in accordance with rules set forth in section 148(f)
of the Code and the Regulations and rulings thereunder, the Rebate Amount. The Issuer has
covenanted in the Ordinance to maintain such calculations with the official transcript of the
proceedings relating to the issuance of the Bonds until six years after the final Computation Date.
6. The Issuer has covenanted in the Ordinance to pay to the United States any
amount described in paragraph 5 of this Section, at the times, in the installments, to the place, in
the manner, and accompanied by such forms or other information as is or may be required by
section 148(f) of the Code and the Regulations and rulings thereunder.
45707214.3 -6-
-- r
7. The Issuer has not incurred or issued and will not incur or issue tax exempt bonds
(bonds, notes, lease agreements, etc.) pursuant to Section 103(a) of the Code during the current
calendar year in an aggregate amount in excess of $10,000,000 and the Issuer has in the
Ordinance and hereby designates the Bonds as "Qualified Tax Exempt Obligations" in
accordance with the provisions of paragraph (3) of subsection (b) of Section 265 of the Code.
8. The Issuer does not expect that the proceeds of the Bonds will be used in a
manner that would cause the Bonds to be arbitrage bonds within the meaning of section 148 of
the Code.
M. No Abusive Arbitrage Device.
1. In connection with the issuance of the Bonds, the Issuer has not employed any
action which has the effect of overburdening the market for tax-exempt obligations by issuing
more bonds, issuing bonds earlier, or allowing bonds to remain outstanding longer than is
reasonably necessary to accomplish the governmental purposes of the Bonds.
2. In connection with the issuance of the Bonds, the Issuer has not employed any
action which has the effect of enabling the Issuer to exploit the difference between tax-exempt
and taxable interest rates to gain a material financial advantage.
[The remainder of this page intentionally left blank]
ii
45707214.3 -7-
_.I
FEB 9 2006
EXECUTED AND DELIVERED this
CITY OF CIBOLO, TEXAS
mo,
/r/
I
May r
City Manager
-I
45707214.2 s-i
it
FULBRIGHT & JAWORSKI L. L. P.
A REGISTERED LIMITED LIABILITY PARTNERSHIP
300 CONVENT STREET, SUITE 2200
SAN ANTONIO, TEXAS 78205-3792
WWW.FULBRIGHT.COM
SCRANE@FULBRIGHT.COM TELEPHONE: (210) 224-5575
DIRECT DIAL: 210/270-7127 FACSIMILE: (210) 270-7205
February 9, 2006
` Certified Article Number
CERTIFIED MAIL NO. 7160 3901 9848 9252 1229 7160 3901 9848 9252 1229
RETURN RECEIPT REQUESTED
SENDERS -RECORD
Internal Revenue Service Center
Ogden, Utah 84201
Re: City of Cibolo, Texas Utility System Revenue Bonds, Series 2006
Ladies and Gentlemen:
I enclose the original and a copy of an Information Return for Tax-Exempt Governmental
Obligations (Form 803 8-G)pertaining to the captioned financing.
Please file the original, file-stamp the copy, and return it to me in the enclosed self-
addressed, stamped envelope. Thank you for your assistance.
Very truly yours,
11Suzi E. Crane
Senior Paralegal
/sec
Enclosures
cc: James P. Plummer(Firm)
45279958.1
AUSTIN • DALLAS • HONG KONG• HOUSTON • LONDON • Los ANGELES • MINNEAPOLIS• MUNICH • NEW YORK• SAN ANTONIO •WASHINGTON DC
r
i Form 8038-G Information Return for Tax•Exempt Governmental Obligations
► Under Internal Revenue Code section 149(e) OMB No.1545-0720
(Rev. November 2000) ► See separate Instructions.
Department of the Treasury Caution:If the issue price is under$100,000, use Form 8038-GC.
Internal Revenue Service
— Part I Reporting Authority If Amended Return,check here ► 0
1 Issuer's name 2 Issuer's employer identification number
City of Cibolo,Texas 74 ; 1812576
3 Number and street(or P.O. box if mail is not delivered to street address) Room/suite 4 Report number
109 South Main Street 3 01
5 City,town,or post office, state,and ZIP code 6 Date of issue
Cibolo,Texas 78108 2-9-06
r 7 Name of issue 8 CUSIP number
Utility System Revenue Bonds,Series 2006 N/A
9 Name and title of officer or legal representative whom the IRS may call for more information 10 Telephone number of officer or legal representative
James P.Plummer ( 210 ) 270-7192
Part II Type of Issue (check applicable box(es) and enter the issue price) See instructions and attach schedule
11 0 Education 11
12 0 Health and hospital 12
13 0 Transportation 13
\I 1 14 111 Public safety 14
' ,-i 15 0 Environment(including sewage bonds) 15
16 ® Housing 16 3,000,000
i 17 0 Utilities 17
1 18 0 Other. Describe ► 18
19 If obligations are TANs or RANs, check box ► 0 If obligations are BANs, check box ► 0 j
20 If obligations are in the form of a lease or installment sale, check box ► 0 j
Part III Description of Obligations. Complete for the entire issue for which this form is being filed.
(a)Final maturity date (b)Issue price (c)Stated redemption (d)Weighted (e)Yield
price at maturity average maturity
21 2-1-26 $ 3,000,000 $ 3,000,000 11.7 years 4.0701 %
Part IV Uses of Proceeds of Bond Issue (including underwriters' discount)
22 Proceeds used for accrued interest 22 -0-
23 Issue price of entire issue (enter amount from line 21, column (b)) X23 3,000,000
24 Proceeds used for bond issuance costs(including underwriters'discount) 24 62.188
25 Proceeds used for credit enhancement 25
26 Proceeds allocated to reasonably required reserve or replacement fund . 26
27 Proceeds used to currently refund prior issues 27
28 Proceeds used to advance refund prior issues 28
29 Total (add lines 24 through 28) 29 62,188
30 Nonrefundinq proceeds of the issue(subtract line 29 from line 23 and enter amount here). . 30 2,937,812
Part V Description of Refunded Bonds (Complete this part only for refunding bonds.)
31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . . ► years
32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . . ► years
_ 33 Enter the last date on which the refunded bonds will be called ►
34 Enter the date(s)the refunded bonds were issued ►
Part VI Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . 35
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract(see instructions) 36a
1 b Enter the final maturity date of the guaranteed investment contract ► FA
37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units 37a
b If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► 0 and enter the name of the
issuer ►
and the date of the issue ►
38 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box . . ►gi
39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box ► 0
40 If the issuer has identified a hedge, check box ► 0
j Under penalties of perjury,I declare that I have examined this return and accompanying schedules and statements,and to the best of my knowledge
and belief,they are true,correct,and complete.
Sign
Here 1, . / ;z..-----..29=0.6 ' Johnny Sutton, Mayor
S. at e of issuer's .. o ed re sentative ate Type or print name and title
For Paperwor r•duction A . .tice, see page 2 of the Instructions. Cat.No.63773S Form 8038-G (Rev. 11-2000)
-- 0
,
- e,r
ATTORNEY GENERAL OF TEXAS
GREG ABBOTT
February 8, 2006
THIS IS TO CERTIFY that the City of Cibolo, Texas (the "Issuer") has
submitted to me City of Cibolo, Texas Utility System Revenue Bond, Series 2006
(the"Bond")in the principal amount of$3,000,000 for approval. The Bond is dated
February 1, 2006,numbered T-1, and was authorized by an Ordinance of the Issuer
passed on February 7, 2006 (the "Ordinance").
I have examined the law and such certified proceedings and other papers as I deem
necessary to render this opinion.
it
As to questions of fact material to my opinion, I have relied upon representations of the
Issuer contained in the certified proceedings and other certifications of public officials furnished to
me without undertaking to verify the same by independent investigation.
I p
no express opinion relating to the official statement or any other offering material relating
p
to the Bond.
Based on my examination,I am of the opinion, as of the date hereof and under existing law,
as follows (capitalized terms, except as herein defined, have the meanings given to them in the
Ordinance):
(1) The Bond has been issued in accordance with law and is a valid and binding special
obligation of the Issuer.
(2) The Bond is payable from and equally and ratably secured solely by a first and prior
lien on and pledge of the Net Revenues derived from the operation of the Issuer`s
System, as provided in the Ordinance.
(3) The owner of the Bond shall never have the right to demand payment of the Bond
from any funds raised or to be raised by taxation.
Therefore, the Bond is approved.
ak
A, W
tti t ey G-fie 11 of the State of Texas
No. 44440
Book No.2006A
MAA
POST OFFICE Box 12548, AUSTIN, TEXAS 78711-2548 TEL.(512)463-2100 WWW OAG STATE TX US
An Equal Employment Opportnnily Employer Printed an Recycled Paper
j I
OFFICE OF COMPTROLLER
OF THE STATE OF TEXAS
I, CAROLE KEETON STRAYHORN, Comptroller of Public Accounts of the
State of Texas, do hereby certify that the attachment is a true and correct copy of
the opinion of the Attorney General approving the:
City of Cibolo, Texas Utility System Revenue Bond, Series 2006
numbered T-1, of the denomination of $ 3,000,000, dated February 1, 2006, as
authorized by issuer, interest 4.07 percent, under and by authority of which said
bonds/certificates were registered electronically in the office of the Comptroller,
on the 8th day of February, 2006, under Registration Number 71032.
i
Given under my hand and seal of office, at Austin, Texas, the 8th day of
-February,'2006.
•i =
'lam
CAROLE KEETON STRAYHORN
Comptroller of Public Accounts
. of the State of Texas
i G
OFFICE OF COMPTROLLER
OF THE STATE OF TEXAS
I, Melissa Mora , 0 Bond Clerk n Assistant Bond Clerk in the office of the Comptroller of the
State of Texas, do hereby certify that, acting under the direction and authority of the Comptroller on
the 8th day of February, 2006, I signed the name of the Comptroller to the certificate of registration
endorsed upon the.
,I
City of Cibolo, Texas Utility System Revenue Bond, Series 2006,
numbered T-1,dat:d '.-bruar 1 2006, and that in signing the certificate of registration I used the
following signature /
// 1 / / / / i
IN WITNP•S HEREOF J:have e -cute+ t is certificate this the 8th day of February, 2006.
1 ,1
i ,
I, Carole Keeton Strayhorn, Comptroller of Public Accounts of the State of Texas, certify that
the person who has signed the above certificate was duly designated and appointed by me under
authority vested in me by Chapter 403, Subchapter H, Government Code, with authority to sign my
name to all certificates of registration, and/or cancellation of bonds required by law to be registered
and/or cancelled by me, and was acting as such on the date first mentioned in this certificate, and
that the bonds/certificates described in this certificate have been duly registered in the office of the
Comptroller, under Registration Number 71032.
GIVEN_under my hand and seal of office-at Austin, Texas, this the 8th day of February, 2006.
_ __ , &_#,..,--e_ee.< ,_eori; '-'111111r
:'
, CAROLE KEETON STRAYHORN
Comptroller of Public Accounts
of the State of Texas
I
FULBRIGHT & JAWORSKI L. L. P.
A REGISTERED LIMITED LIABILITY PARTNERSHIP
300 CONVENT STREET. SUITE 2200
SAN ANTONIO, TEXAS 78205-3792
WWW.FULBRIGHT.COM
TELEPHONE: (210) 224-5575 FACSIMILE: (210) 270-7205
FEB 9 2006
FINAL
IN REGARD to the authorization and issuance of the "City of Cibolo, Texas Utility
System Revenue Bonds, Series 2006" (the Bonds), dated February 1, 2006, in the aggregate
principal amount of $3,000,000, we have reviewed the legality and validity of the issuance
thereof by the City of Cibolo, Texas (the City). The Bonds are issuable in fully registered form
only, in denominations of $100,000 or any integral multiple of $5,000 in excess thereof, and
have stated maturities of February 1 in each of the years 2007 through 2026, unless redeemed
prior to stated maturity in accordance with the terms stated on the face of the Bonds. Interest on
the Bonds accrues from the dates, at the rates, in the manner, and is payable on the dates, all as
provided in the ordinance authorizing the issuance of the Bonds (the Ordinance).
WE HAVE SERVED AS BOND COUNSEL for the City solely to pass upon the legality
and validity of the issuance of the Bonds under the laws of the State of Texas and with respect to
the exemption of the interest on the Bonds from federal income taxes and for no other purpose.
We have not been requested to investigate or verify, and have not independently investigated or
verified, any records, data, or other material relating to the financial condition or capabilities of
the City or the City's utility system (the System) and have not assumed any responsibility with
respect thereto. We express no opinion and make no comment with respect to the sufficiency of
the security for or the marketability of the Bonds.
WE HAVE EXAMINED, and in rendering the opinions herein we rely upon, original or
certified copies of the proceedings of the City Council of the City in connection with the
issuance of the Bonds, including the Ordinance; customary certifications and opinions of
officials of the City; certificates executed by officers of the City relating to the expected use and
investment of proceeds of the Bonds and certain other funds of the City, and to certain other facts
within the knowledge and control of the City; and such other documentation, including an
examination of the Bond executed and delivered initially by the City, which we found to be in
due form and properly executed, and such matters of law as we deem relevant to the matters
discussed below. In such examination, we have assumed the authenticity of all documents
submitted to us as originals,the conformity to original copies of all documents submitted to us as
certified copies, and the accuracy of the statements contained in such certificates. We express no
opinion concerning any effect on the following opinions which may result from changes in law
effected after the date hereof.
BASED ON OUR EXAMINATION, IT IS OUR OPINION that the Bonds have been
duly authorized and issued in conformity with the laws of the State of Texas now in force and
that the Bonds are valid and legally binding special obligations of the City enforceable in
accordance with the terms and conditions described therein, except to the extent that the
enforceability thereof may be affected by bankruptcy, insolvency, reorganization, moratorium, or
45707217.3
Legal Opinion of Fulbright & Jaworski L.L.P. in connection with the authorization and
issuance of "CITY OF CIBOLO, TEXAS UTILITY SYSTEM REVENUE BONDS,
SERIES 2006"
other similar laws affecting creditors' rights or the exercise of judicial discretion in accordance
with general principles of equity. The Bonds are payable from and equally and ratably secured
solely, by a first and prior lien on and pledge of the Net Revenues (as defined in the Ordinance)
derived from the operation of the System. In the Ordinance, the City retains the right to issue
Additional Prior Lien Obligations (as defined in the Ordinance) and bonds or other evidences of
indebtedness whose lien on and pledge of the Net Revenues shall be subordinate and inferior to
that possessed by the Bonds Similarly Secured (as defined in the Ordinance and including the
Bonds), without limitation as to principal amount but subject to any terms, conditions, or
restrictions as may be applicable thereto under law or otherwise. The City has previously
authorized the issuance of the Limited Pledge Obligations (as defined in the Ordinance) that are
payable, in part, from a lien on and pledge of a limited amount of Net Revenues of the System as
described in the ordinances authorizing the issuance of the currently outstanding Limited Pledge
Obligations. In the Ordinance, the City retains the right to issue Prior Lien Obligations, Junior
Lien Obligations, Subordinate Lien Obligations, and Additional Limited Pledge Obligations
(each as defined in the Ordinance) without limitation as to principal amount but subject to any
terms, conditions, or restrictions as may be applicable thereto under law or otherwise. The
Bonds do not constitute a legal or equitable pledge, charge, lien, or encumbrance upon any
property of the City or the System, except with respect to the Net Revenues. The holder of the
Bonds shall never have the right to demand payment of the Bonds out of any funds raised or to
be raised by taxation.
IT IS FURTHER OUR OPINION THAT, assuming continuing compliance after the date
hereof by the City with the provisions of the Ordinance and in reliance upon the representations
and certifications of the City made in a certificate of even date herewith pertaining to the use,
expenditure, and investment of the proceeds of the Bonds under existing statutes, regulations,
published rulings, and court decisions (1) interest on the Bonds will be excludable from the gross
income, as defined in section 61 of the Internal Revenue Code of 1986, as amended to the date
hereof(the Code), of the owners thereof for federal income tax purposes, pursuant to section 103
of the Code and (2) interest on the Bonds will not be included in computing the alternative
minimum taxable income of the owners thereof who are individuals or, except as hereinafter
described, corporations.
WE CALL YOUR ATTENTION TO THE FACT THAT, with respect to our opinion in
clause (2) above, interest on all tax-exempt obligations, such as the Bonds, owned by a
corporation will be included in such corporation's adjusted current earnings for purposes of
calculating the alternative minimum taxable income of such corporation, other than an
S corporation, a mutual fund, a financial asset securitization investment trust, a real estate
mortgage investment conduit, or a real estate investment trust. A corporation's alternative
minimum taxable income is the basis on which the alternative minimum tax imposed by
section 55 of the Code will be computed.
WE EXPRESS NO OPINION with respect to any other federal, state, or local tax
consequences under present law or any proposed legislation resulting from the receipt or accrual
45707217.3 -2-
I �
Legal Opinion of Fulbright & Jaworski L.L.P. in connection with the authorization and
issuance of "CITY OF CIBOLO, TEXAS UTILITY SYSTEM REVENUE BONDS,
SERIES 2006"
of interest on, or the acquisition or disposition of, the Bonds. Ownership of tax-exempt
obligations such as the Bonds may result in collateral federal tax consequences to, among others,
financial institutions, life insurance companies, property and casualty insurance companies,
certain foreign corporations doing business in the United States, S corporations with
subchapter C earnings and profits, owners of an interest in a financial asset securitization
investment trust, individual recipients of Social Security or Railroad Retirement Benefits,
individuals otherwise qualifying for the earned income credit, and taxpayers who may be deemed
to have incurred or continued indebtedness to purchase or carry, or who have paid or incurred
certain expenses allocable to,tax-exempt obligations.
OUR OPINIONS ARE BASED on existing law, which is subject to change. Such
opinions are further based on our knowledge of facts as of the date hereof. We assume no duty
to update or supplement our opinions to reflect any facts or circumstances that may thereafter
come to our attention or to reflect any changes in any law that may thereafter occur or become
effective. Moreover, our opinions are not a guarantee of result and are not binding on the
Internal Revenue Service; rather, such opinions represent our legal judgment based upon our
review of existing law that we deem relevant to such opinions and in reliance upon the
representations and covenants referenced above.
45707217.3 -3-
February 7, 2006
Ms. Melissa Mora
Bond Registration Division
Comptroller of Public Accounts
Thomas Jefferson Rusk Building
208 East 10th Street, 6th Floor, Room 636
Austin, Texas 78701-2407
Re: "City of Cibolo, Texas Utility System Revenue Bonds, Series 2006" (the Bonds)
Dear Ms. Mora:
The initial Bond prepared in connection with the captioned financing will be delivered to
you by the Attorney General when approved by him. We request that you register the initial
Bond on behalf of the Issuer and, when so registered, that you mail it, along with four copies of
the approving opinion of the Attorney General, together with the Comptroller's registration
certificate, directly to the offices of Fulbright& Jaworski L.L.P., 300 Convent Street, Suite 2200,
San Antonio, Texas 78205, Attn: W. Jeffrey Kuhn.
Thank you for your assistance in this matter.
Very truly yours,
CITY OF CIBOLO, TEXAS
-- r
, 4,6)
May.
I '
45707227 1
i I
February 7, 2006
Ms.Nancy Santos
Bank of America,N.A.
One Main Place,TX1-609-06-08
1201 Main Street
Dallas,Texas 75202-3113
Re: "City of Cibolo, Texas Utility System Revenue Bonds,Series 2006"(the Bonds)
jDear Ms. Santos:
The payment for and delivery of the Bonds to the initial purchasers is to occur at your Bank.
Preliminary to the delivery of the Bonds, the firm of Fulbright& Jaworski L.L.P., will receive a single
fully-registered obligation in the total principal amount of the Bonds (the Initial Obligation) from the
Comptroller of Public Accounts of the State of Texas, together with the approving opinion of the
Attorney General, for their examination and review. After the examination of the Initial Obligation by
such firm, it will be sent to you, and thereupon you are authorized to deliver it to the initial purchasers
thereof, or their order, upon payment being made therefor in immediately available funds in accordance
with the terms of the enclosed Receipt.
li
When payment for the Initial Obligation has occurred, please transmit the proceeds thereof by the
fastest means available in immediately available funds to the Issuer's depository bank.
I enclose two copies of a Signature and No-Litigation Certificate, Certificate as to Tax
Exemption, and Receipt, each executed and completed except as to date. When payment for the Initial
Obligation is made, please date and release to the initial purchaser one copy of the Signature and
No-Litigation Certificate, General Certificate, and Certificate as to Tax Exemption, and return the
remaining copies of such certificates and all copies of the Receipt to Bond Counsel at the address shown
in the first paragraph of this letter.
Should any litigation having any effect upon the Initial Obligation develop prior to the time you
have received payment for it, I will notify you at once by telephone or by telegraph. You may thus be
assured that there is no such litigation at the time the Initial Obligation is delivered by you unless you
have been advised otherwise as provided herein.
Thank you for your assistance in this matter.
} Very truly yours,
,•004,
M. • ,
of Cibolo, 'exas
45707220.1
RECEIPT
THE STATE OF TEXAS §
COUNTY OF GUADALUPE §
CITY OF CIBOLO §
THE UNDERSIGNED HEREBY CERTIFIES that:
If
1. This receipt is executed and delivered with respect to the "CITY OF CIBOLO,
TEXAS GAS SYSTEM REVENUE BONDS, SERIES 2006", dated February 1, 2006, in the
aggregate principal amount of $3,000,000 (the Bonds). The issuer of the Bonds is the City
Council of the City of Cibolo, Texas (the Issuer).
2. On the date shown hereof, the Bonds were delivered to the initial purchaser:
Bank of America,N.A.
3. All of the Bonds have been paid for in full by the initial purchasers concurrently
with the delivery of this receipt, and the Issuer has received the agreed purchase price for the
Bonds, as follows:
PRINCIPAL AMOUNT $3,000,000.00
ACCRUED INTEREST 0.00
[NET PREMIUM] [PREMIUM 0.00
(DISCOUNT)]
UNDERWRITER'S DISCOUNT 0.00
$3,000,000.00
TOTAL AMOUNT RECEIVED
4. The undersigned has executed this receipt in the capacity hereinafter shown for
and on behalf of the Issuer.
FEB 9 2006
EXECUTED AND DELIVERED, this
Mayor
ity of Cibolo, Texas
45707225.1