ORD 704 02/07/2006 r
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$3,000,000
City of Cibolo, Texas
Tax Notes, Series 2006
45707137.2
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INDEX OF DOCUMENTS
$3,000,000
City of Cibolo, Texas
Tax Notes, Series 2006
TAB NO. DOCUMENT
Transaction Documents
1. * Certified Ordinance Authorizing the Notes
2. Specimen Definitive Notes
3. * Paying Agent/Registrar Agreement
Offering and Sale Documents
4. * Purchase and Investment Letter
Closing Certificates
5. * General Certificate
- 6. * Signature and No-Litigation Certificate
7. Certificate as to Tax Exemption
8. 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
Receipt
13. Receipt
45707137.2
CERTIFICATE OF CITY SECRETARY
THE STATE OF TEXAS §
1 §
GUADALUPE COUNTY §
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 the regular 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 Tem
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 AUTHORIZING THE ISSUANCE OF "CITY OF CIBOLO,
TEXAS TAX NOTES, SERIES 2006"; PROVIDING FOR THE PAYMENT OF
SAID CERTIFICATES BY THE LEVY OF AN AD VALOREM TAX UPON
ALL TAXABLE PROPERTY WITHIN THE CITY; PROVIDING THE TERMS
AND CONDITIONS OF SAID NOTES AND RESOLVING OTHER MATTERS
INCIDENT AND RELATING TO THE ISSUANCE, PAYMENT, SECURITY,
SALE, AND DELIVERY OF SAID NOTES; AUTHORIZING THE
EXECUTION OF A PAYING AGENT/REGISTRAR AGREEMENT AND A
PURCHASE AND INVESTMENT LETTER; COMPLYING WITH THE
REQUIREMENTS OF THE LETTER OF REPRESENTATIONS WITH THE
DEPOSITORY TRUST COMPANY; AND PROVIDING 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 Troncoso that
the Ordinance be finally passed and adopted in accordance with the City's Home Rule Charter.
The motion was seconded by Councilmember Campbell and carried by the following vote:
All voted "For" 0 voted "Against" 0 abstained
45707141 1
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,
i 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
it
y (SEAL)
(
1
-2-
45707141 1
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I CERTIFICATE OF CITY SECRETARY
I the and rsi ned City S cretary of the City of Cibolo, Texas (the "City"), certify that
Councilmember , 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
TAX NOTES, SERIES 2006", LEVYING AN ANNUAL AD VALOREM TAX,
WITHIN THE LIMITATIONS PRESCRIBED BY LAW, FOR THE PAYMENT
OF THE NOTES; PRESCRIBING THE FORM, TERMS, CONDITIONS, AND
RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE
ISSUANCE, SALE, AND DELIVERY OF THE NOTES; AUTHORIZING THE
EXECUTION OF A PAYING AGENT/REGISTRAR AGREEMENT AND A
PURCHASE AND INVESTMENT LETTER; COMPLYING WITH THE
REQUIREMENTS OF THE LETTER OF REPRESENTATIONS WITH THE
DEPOSITORY TRUST COMPANY; AND PROVIDING AN EFFECTIVE
DATE
and for the purpose of acting upon such other matters as may properly come before such
meeting.
CITY OF CIBOLO, TEXAS
City Secretary
1 ,
(CITY SEAL)
45716118.1
.11. 4•`11.1V 14I4J J. •tel •T.z. m -
WAIVER OF NOTICE AND CONSENT TO SPECIAL IVIEETINC
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 MOLD,
TEXAS AUTHORIZING THE ISSUANCE OF "CITY OF CIBOLO; TEXAS
TAX NOTES, SERIES 2006",LEVYING AN ANNUAL AD VALOREM TAX,
WITHIN THE LIMITATIONS PRESCRIBED BY LAW, FOR THE PAYMENT
OF THE NOTES; PRESCRIBING THE FORM, TERMS, CONDITIONS, AND
RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE
ISSUANCE, SALE, AND DELIVERY OF THE NOTES; AUTHORIZING THE
EXECUTION OF A PAYING AGENTREGISTRAR AGREEIVENT AND A
PURCHASE AND INVESTMENT LETTER; COMPLYING WITH THE
REQUIREMENTS OF THE LETTER OF REPRESENTATIONS WITH THE
DEPOSITORY TRUST COMPANY; AND PROVIDING AN EFFECTIVE
DATE
and for the purpose of acting upon such other matters as may properly come before such
meeting.
SIGNED this 7a" day of February,2006.
Absent Mender
Absent Member
Absent Member
4570€275.1
Ordinance No. 704
FINAL
ORDINANCE
AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF CIBOLO,
TEXAS AUTHORIZING THE ISSUANCE OF "CITY OF CIBOLO,
TEXAS TAX NOTES, SERIES 2006", LEVYING AN ANNUAL AD
VALOREM TAX, WITHIN THE LIMITATIONS PRESCRIBED BY LAW,
FOR THE PAYMENT OF THE NOTES; PRESCRIBING THE FORM,
TERMS, CONDITIONS, AND RESOLVING OTHER MATTERS
INCIDENT AND RELATED TO THE ISSUANCE, SALE, AND
DELIVERY OF THE NOTES; AUTHORIZING THE EXECUTION OF A
PAYING AGENT/REGISTRAR AGREEMENT AND A PURCHASE AND
INVESTMENT LETTER; COMPLYING WITH THE REQUIREMENTS
OF THE LETTER OF REPRESENTATIONS WITH THE DEPOSITORY
TRUST COMPANY; AND PROVIDING AN EFFECTIVE DATE
WHEREAS, pursuant to the provisions of Chapter 1431, as amended, Texas Government
Code (the Act), the City Council (the Governing Body) of the City of Cibolo, Texas (the City) is
authorized and empowered to issue anticipation notes to pay contractual obligations incurred or
to be incurred for the construction of any public works, for the purchase of materials, supplies, '
equipment, machinery, buildings, lands, and rights-of-way for the City's authorized needs and
purposes, and for professional services, including services provided by tax appraisal engineers,
engineers, architects, attorneys, auditors, mapmakers, financial advisors, and fiscal agents; and
WHEREAS, in accordance with the provisions of the Act, the Governing Body hereby
fords and determines that anticipation notes should be issued and sold at this time to finance the
costs of paying contractual obligations to be incurred for (1) constructing drainage
improvements, (2)the purchase of materials, supplies, equipment, land, and rights-of-way for
-, authorized needs and purposes relating to the drainage improvements, and (3)the payment of
professional services related to the construction and financing of the aforementioned projects;
and
WHEREAS, the Governing Body hereby finds and determines that the issuance of
anticipation notes is in the best interests of the citizens of the City,now,therefore,
BE IT ORDAINED BY THE COUNCIL OF THE CITY OF CIBOLO, TEXAS THAT:
SECTION 1. Authorization -- Designation - Principal Amount - Purpose. General
obligation notes of the City shall be and are 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 TAX NOTES, SERIES 2006" (the Notes), for
the purpose of providing funds for (1) constructing drainage improvements, (2)the purchase of
materials, supplies, equipment, land, and rights-of-way for authorized needs and purposes
relating to the drainage improvements, and(3)the payment of professional services related to the
construction and financing of the aforementioned projects, all in conformity with the laws of the
45707124.3
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State of Texas, particularly Chapter 1431, as amended, Texas Government Code, and an
ordinance finally adopted by the Governing Body on February 7,2006.
SECTION 2. Fully Registered Obligations - Authorized Denominations - Stated
Maturities-Interest Rates—Issue Date. The Notes shall be issued as fully registered obligations,
without coupons, shall be dated February 1, 2006 (the Issue Date) and shall generally be in
denominations of$100,000 or any integral multiple of$5,000 in excess thereof(within a Stated
Maturity) thereof, shall be lettered "R" and numbered consecutively from one (1) upward and
principal shall become due and payable on February 1 in each of the years 2007 through 2013
(the Stated Maturities) and in amounts and bear interest at the rates per annum in accordance
with the following schedule:
Years of Principal Interest
Stated Maturity Amounts ($) Rates (%)
2007 380,000 3.83
2008 395,000 3.83
2009 410,000 3.83
2010 430,000 3.83
2011 445,000 3.83
2012 460,000 3.83
2013 480,000 3.83
The Notes shall bear interest on the unpaid principal amounts from the Closing Date, or
from the most recent Interest Payment Date to which interest has been paid or duly provided for,
to Stated Maturity, at the rates per annum shown in the above schedule (calculated on the basis
of a 360-day year of twelve 30-day months). Interest on the Notes shall be payable on
February 1 and August 1 in each year, commencing August 1, 2006 (the Interest Payment Date),
while the Notes are Outstanding.
SECTION 3. Payment of Notes -Paying Agent/Registrar. The principal of, premium, if
any, and the interest on the Notes, due and payable by reason of Stated Maturity, 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, premium, if any, and interest on the Notes shall be without exchange or collection
charges to the Holder(as hereinafter defined)of the Notes.
The selection and appointment of Bank of America, N.A., Dallas, Texas, to serve as the
initial Paying Agent/Registrar for the Notes 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.Notes, 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 Notes are Outstanding, and any successor Paying Agent/Registrar shall be
45707124.3 -2-
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(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 Notes by United States mail, first-class postage
prepaid,which notice shall also give the address of the new Paying Agent/Registrar.
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Both principal of, premium, if any, and interest on the Notes, due and payable by reason
of Stated Maturity, redemption, or otherwise, shall be payable only to the registered owner of the
Notes 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 on the Notes, (ii) on the date of surrender of the
Notes for purposes of receiving payment of principal thereof upon redemption of the Notes or at •
the Notes' 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 Note 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 Notes shall be payable only upon presentation
and surrender of the Notes to the Paying Agent/Registrar at its corporate trust or other office.
Interest on the Notes 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 Notes (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.
If the date for the payment of the principal of, premium, if any, or interest on the Notes
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 Notes 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
45707124.3 -3-
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Holder of a Note 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 Notes 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.
1 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 Notes to be
prepaid as of such prepayment date, from (ii) the Mark-to-Market Value of the
Notes 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 Notes if
the Purchasers had instead invested the proceeds of the Notes 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 Notes. 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 Notes 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 Note
payment date. Such funds would be borrowed in one or more wholesale funding
45707124.3 -4-
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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.
B. Exercise of Redemption Option. At least forty-five (45) days prior to a date set
for the redemption of Notes (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 Notes, 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 Notes shall be entered in the minutes of the governing body of the City.
C. Selection of Notes for Redemption. If less than all Outstanding Notes of the same
Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar shall select
at random and by lot the Notes to be redeemed, provided that if less than the entire principal
amount of a Note is to be redeemed, the Paying Agent/Registrar shall treat such Note then
subject to redemption as representing the number of Notes outstanding which is obtained by
dividing the principal amount of such Note by$5,000.
D. Notice of Redemption. Not less than thirty (30) days prior to a redemption date
for the Notes, a notice of redemption shall be sent by United States Mail, first-class postage
prepaid, in the name of the City and at the City's expense, by the Paying Agent/Registrar to each
Holder of a Note 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.
All notices of redemption shall (i)specify the date of redemption for the Notes,
(ii)identify the Notes 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 Notes, or the portion of the principal amount thereof to be redeemed, shall become due
and payable on the redemption date specified, and the interest thereon, or on the portion of the
principal amount thereof to be redeemed, shall cease to accrue from and after the redemption
date, and (v) specify that payment of the redemption price for the Notes, or the principal amount
thereof to be redeemed, shall be made at the corporate trust or other office of the Paying
Agent/Registrar only upon presentation and surrender thereof by the Holder. If a Note is subject
byits terms to redemption and has been called for redemption and notice of redemption thereof
p p P
has been duly given or waived as herein provided, such Note (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 Notes (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 Notes (or
the principal amount thereof to be redeemed) called for redemption shall cease to accrue, and
such Notes 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
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45707124.3 -5-
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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 Note 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 Note (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 Notes (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 Note (or the principal amount thereof to be redeemed) called for redemption shall
cease to accrue and such Notes shall not be deemed to be Outstanding.
E. Transfer/Exchange of Notes. Neither the City nor the Paying Agent/Registrar .
shall be required to transfer or exchange any Note during a period beginning forty-five (45) days
prior to the date fixed for redemption of the Notes or to transfer or exchange any Note selected
for redemption; provided, however, such limitation of transfer shall not be applicable to an
exchange by the Holder of the unredeemed balance of a Note which is subject to redemption in
part.
SECTION 5. Execution - Registration. The Notes 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 Notes may be manual or facsimile.
Notes bearing the manual or facsimile signatures of individuals who were; at the time of the
Issue Date, the proper officers of the City shall bind the City, notwithstanding that such
1 i individuals or either of them shall cease to hold such offices prior to the delivery of the Notes to
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the Purchasers, all as authorized and provided in Chapter 1201, as amended, Texas Government
Code.
No Note shall be entitled to any right or benefit under this Ordinance, or be valid or
obligatory for any purpose, unless there appears on such Note 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 Note shall be
conclusive evidence, and the only evidence, that such Note has been duly certified or registered
and delivered.
SECTION 6. Registration - Transfer - Exchange of Notes - Predecessor Notes. The
Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and
address of every owner of the Notes, or, if appropriate, the nominee thereof. Any Note may, in
accordance with its terms and the terms hereof, be transferred or exchanged for Notes of other
authorized denominations upon the Security Register by the Holder, in person or by his duly
authorized agent, upon surrender of such Note to the Paying Agent/Registrar for cancellation,
45707124.3 -6-
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 Note at the corporate trust office 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 Notes of authorized
denomination and having the same Stated Maturity and of a like interest rate and aggregate
principal amount as the Note or Notes surrendered for transfer.
At the option of the Holder, Notes may be exchanged for other Notes of authorized
denominations and having the same Stated Maturity, bearing the same rate of interest and of like
aggregate principal amount as the Notes surrendered for exchange upon surrender of the Notes to
be exchanged at the corporate trust office of the Paying Agent/Registrar. Whenever any Notes
are so surrendered for exchange, the City shall execute, and the Paying Agent/Registrar shall
register and deliver,the Notes to the Holder requesting the exchange.
All Notes issued upon any transfer or exchange of Notes 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 Notes surrendered upon such transfer or exchange.
All transfers or exchanges of Notes pursuant to this Section shall be made without
expense or service charge to the Holder, except as otherwise herein provided, and except that the
Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange
of any tax or other governmental charges required to be paid with respect to such transfer or
exchange.
Notes canceled by reason of an exchange or transfer pursuant to the provisions hereof are
hereby defined to be Predecessor Notes, evidencing all or a portion, as the case may be, of the
same debt evidenced by the new Note or Notes registered and delivered in the exchange or
transfer therefor. Additionally,the term Predecessor Notes shall include any Note registered and
delivered pursuant to Section 17 in lieu of a mutilated, lost, destroyed, or stolen Note which shall
be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Note.
SECTION 7. Initial Notes. The Notes herein authorized shall be initially issued as a
single fully registered Note in the aggregate principal amount of $3,000,000 with principal
installments to become due and payable as provided in Section 2 hereof and numbered T-1 (the
Initial Notes), and the Initial Notes shall be registered in the name of the Purchasers or the
designee thereof. The Initial Notes shall be the Notes 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 Purchasers. Any time
after the delivery of the Initial Notes,the Paying Agent/Registrar,pursuant to written instructions
from the Purchasers, or the designee thereof, shall cancel the Initial Notes delivered hereunder
and exchange therefor definitive Notes 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
45707124.3 -7-
i written instructions from the Purchasers, or the designee thereof, and such other information and
documentation as the Paying Agent/Registrar may reasonably require.
4
SECTION 8. FORMS.
A. Forms Generally. The Notes, 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 Notes 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 Notes, 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 Notes as
u evidenced by their execution thereof. Any portion of the text of any Note may be set forth on the
reverse thereof,with an appropriate reference thereto on the face of the Note.
The definitive Notes 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 Notes as evidenced by their execution thereof, but the Initial Note(s)
submitted to the Attorney General of Texas may be typewritten or photocopied or otherwise
reproduced.
[The remainder of this page intentionally left blank.)
45707124.3 -8-
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B. Form of Definitive Note.
REGISTERED REGISTERED
NO. PRINCIPAL AMOUNT
United States of America
State of Texas
County of Guadalupe
CITY OF CIBOLO, TEXAS
TAX NOTES, SERIES 2006
Issue 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 a 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
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 from the Closing Date, or from the most recent interest
payment date to which interest has been paid or duly provided for until such Principal Amount
has become due and payment thereof has been made or duly provided for, to the earlier of
redemption or Stated Maturity, 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 commencing August 1, 2006.
Principal on this Note 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 Notes 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 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 Note (or
one or more Predecessor Notes, 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 Note 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
{ I 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,
Ii
45707124.3 -9-
acceptable to the Paying Agent/Registrar, requested by the Holder hereof at the Holder's risk and
expense.
This Note is one of the series specified in its title issued in the aggregate principal amount
of$3,000,000 (the Notes) pursuant to an ordinance adopted by the governing body of the City
! ! (the Ordinance), for the purpose of providing funds for (1) constructing drainage improvements,
(2)thepurchase of materials, supplies, equipment, land, and rights-of-way for authorized needs
pp � g Y
and purposes relating to the drainage improvements, and(3)the payment of professional services
related to the construction andfinancing of the aforementioned projects; and, all in conformity
with the laws of the State of Texas, including Chapter 1431, as amended, Texas Government
Code and the Ordinance.
The Notes of this series are payable from the proceeds of an annual ad valorem tax levied
upon all taxable property within the City within the limitations prescribed by law.
The Notes 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 Notes 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
i 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 Notes to be
prepaid as of such prepayment date, from (ii) the Mark-to-Market Value of the
Notes 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 Notes if
the Purchasers had instead invested the proceeds of the Notes 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 Notes. Such funds would be borrowed
in one or more wholesale funding markets available to the Purchasers, including
45707124.3 • -10-
L negotiable certificates of deposits, federal funds and others. The City
acknowledges that the Purchasers may not actually purchase the Notes 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 Note
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.
i_. If this Note 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
J redeemed,there shall be issued,without charge therefor,to the Holder hereof,upon the surrender
of this Note to the Paying Agent/Registrar at its corporate trust or other office, a new Note or
i Notes 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 Note (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 Note
(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 Note
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 Note 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.
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 of and
the nature and extent of the tax levied for the payment of the Notes; the terms and conditions
relating to the transfer or exchange of the Notes; 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
Note may be redeemed or discharged at or prior to the Stated Maturity thereof, and deemed to be
45707124.3 -1 1-
i
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 Note, subject to certain limitations contained in the Ordinance, may be transferred
on the Security Register upon presentation and surrender at the corporate trust office of the
Paying Agent/Registrar, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Paying Agent/Registrar duly executed by the Holder hereof, or his duly
authorized agent, and thereupon one or more new fully registered Notes 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 Note 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 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
f 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
fifteenth 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 Note in order to
render the same a legal, valid, and binding obligation of the City have been performed, exist, and
have been done, in regular and due time, form, and manner, as required by law, and that issuance
of the Notes 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 Notes by the
levy of a tax as aforestated. In case any provision in this Note 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 Note and the Ordinance shall be construed in accordance with and
shall be governed by the laws of the State of Texas.
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45707124.3 -12-
IN WITNESS WHEREOF, the City has caused this Note to be duly executed under its
official seal.
CITY OF CIBOLO, TEXAS
• A
By
Mayor
ATTEST:
City Secretary
(CITY SEAL)
SII
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45707124.3 -13-
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C. *Form of Registration Certificate of Comptroller of Public Accounts to Appear on
Initial Notes Only.
—1 REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER OF §
PUBLIC ACCOUNTS §
§ REGISTER NO.
THE STATE OF TEXAS §
I HEREBY CERTIFY that this Note has been examined, certified as to validity and
approved by the Attorney General of the State of Texas, and duly registered by the Comptroller
of Public Accounts of the State of Texas.
WITNESS my signature and seal of office this
Comptroller of Public Accounts
of the State of Texas
(SEAL)
- *NOTE TO PRINTER: Not to appear on printed Notes.
D. Form of Certificate of Paying Agent/Registrar to Appear on Definitive Notes
Only.
This Note has been duly issued under the provisions of the within-mentioned Ordinance;
the Note or Notes 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
P
I .
45707124.3 -14-
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 Note and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Note 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 Note in every particular.
i
Signature guaranteed:
F. The Initial Notes shall be in the respective forms set forth in paragraph B of this
Section, except that the form of a single fully registered Initial Note shall be modified as follows:
(i) immediately under the name of the Note(s) the headings "Interest Rate " and
"Stated Maturity "shall both be completed"as shown below";
(ii) the first two paragraphs shall read as follows:
Registered Owner:
Principal Amount:
The City of Cibolo, Texas (the City), a body corporate and municipal corporation in the
County of Guadalupe, State of Texas, for value received, acknowledges itself indebted to and
hereby promises to pay to the order of the Registered Owner named above, 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 bearing interest at per annum rates in accordance with the
following schedule:
45707124.3 -15-
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 (February 9, 2006) or from the most
recent interest payment date to which interest has been paid or duly provided for until the
Principal Amount has become due and payment thereof has been made or duly provided for, at
the per annum rates of interest specified above computed on the basis of a 360-day year of
twelve 30-day months; such interest being payable on February 1 and August 1 of each year,
commencing August 1, 2006.
Principal of this Note shall be payable to the Registered Owner hereof(the Holder),upon
its presentation and surrender, at the corporate trust or other office of Bank of America, N.A.,
Dallas, Texas (the Paying Agent/Registrar). Interest shall be payable to the Holder of this Note
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 Note 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.
G. Insurance Legend. If bond insurance is obtained by the City or the Purchasers for
the Notes, the Definitive Notes and the Initial Notes shall bear an appropriate legend as provided
by the insurer.
SECTION 9. Definitions. For all purposes of this Ordinance (as defined below), except
as otherwise expressly provided or unless the context otherwise requires: (i)the terms defined in
this Section have the meanings assigned to them in this Section, and certain terms used in
Sections 19 and 36 of this Ordinance have the meanings assigned to them in such Sections, and
all such terms include the plural as well as the singular; (ii) all references in this Ordinance to
designated "Sections" and other subdivisions are to the designated Sections and other
subdivisions of this Ordinance as originally adopted; and (iii)the words "herein", "hereof', and
"hereunder" and other words of similar import refer to this Ordinance as a whole and not to any
particular Section or other subdivision.
A. The term Closing Date shall mean the date of physical delivery of the Initial
Notes in exchange for the payment in full by the Purchasers.
B. The term City shall mean City of Cibolo, Texas located in Guadalupe County,
Texas and,where appropriate,the Governing Body of the City.
45707124.3 -16-
C. The term Debt Service Requirements shall mean, as of any particular date of
computation, with respect to any obligations and with respect to any period, the aggregate of the
amounts to be paid or set aside by the City as of such date or in such period for the payment of
the principal of, premium, if any, and interest (to the extent not capitalized) on such obligations;
assuming, in the case of obligations without a fixed numerical rate, that such obligations bear
interest at the maximum rate permitted by the terms thereof and further assuming in the case of ,
obligations required to be redeemed or prepaid as to principal prior to Stated Maturity, the
principal amounts thereof will be redeemed prior to Stated Maturity in accordance with the
mandatory redemption provisions applicable thereto.
D. The term Depository shall mean an official depository bank of the City.
E. The term Government Securities, as used herein, shall mean (i) direct noncallable
obligations of the United States, including obligations that are unconditionally guaranteed by,the
United States of America; (ii) noncallable obligations of an agency or instrumentality of the
United States, including obligations that are unconditionally guaranteed or insured by the agency
or instrumentality and that, on the date the governing body of the 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:
F. The term Holder or Holders shall mean the registered owner, whose name
appears in the Security Register, for any Note.
G. The term Interest Payment Date shall mean the date semiannual interest is
payable on the Notes, being February 1 and August 1 of each year, commencing August 1, 2006,
while any of the Notes remain Outstanding.
H. The term Note Fund shall mean the special Fund created and established by the
provisions of Section 10 of this Ordinance.
I. The term Notes shall mean the $3,000,000 "CITY OF CIBOLO, TEXAS TAX
NOTES, SERIES 2006" authorized by this Ordinance.
J. The term Ordinance shall mean this ordinance finally adopted by the Governing
( Body of the City on February 7, 2006.
K. The term Outstanding when used in this Ordinance with respect to Notes shall
mean, as of the date of determination, all Notes issued and delivered under this Ordinance,
except:
(1) those Notes canceled by the Paying Agent/Registrar or delivered to the Paying
Agent/Registrar for cancellation;
45707124.3 -17-
(2) those Notes for which payment has been duly provided by the City in accordance
with the provisions of Section 21 of this Ordinance; and
ii
- (3) those Notes that have been mutilated, destroyed, lost, or stolen and replacement
Notes have been registered and delivered in lieu thereof as provided in Section 17
of this Ordinance.
L. The term Purchasers shall mean the initial purchasers of the Notes named in
Section 18 of this Ordinance.
M. The term Stated Maturity shall mean the annual principal payments of the Notes
payable on February 1 of each year, as set forth in Section 2 of this Ordinance.
SECTION 10. Note Fund; Investments. For the purpose of paying the interest on and to
provide a sinking fund for the payment, redemption, and retirement of the Notes, there shall be
and is hereby created a special Fund to be designated"TAX NOTES, SERIES 2006, INTEREST
AND SINKING FUND" (the Note Fund), which Fund shall be kept and maintained at the
Depository, and money deposited in such Fund shall be used for no other purpose and shall be
maintained as provided in Section 19. Authorized officials of the City are hereby authorized and
directed to make withdrawals from the Note Fund sufficient to pay the principal of, premium, if
any, and interest on the Notes as the same become due and payable and shall cause to be
transferred to the Paying Agent/Registrar from money on deposit in the Note Fund an amount
sufficient to pay the amount of principal and/or interest falling due on the Notes, such transfer of
funds to the Paying Agent/Registrar to be made in such manner as will cause immediately
available funds to be deposited with the Paying Agent/Registrar on or before the business day
next preceding each interest and principal payment date for the Notes.
Pending the transferof funds to the Paying Agent/Registrar, money in any Fund
established by this Ordinance, at the option of the City, may be placed in time deposits or
certificates of deposit as permitted by the provisions of the Public Funds Investment Act, as
amended, Chapter 2256, Texas Government Code, secured (to the extent not insured by the
Federal Deposit Insurance Corporation) by obligations of the type hereinafter described, or be
invested, as authorized by any law, including investments held in book-entry form, in securities
including, but not limited to, direct obligations of the United States of America, obligations
guaranteed or insured by the United States of America, which, in the opinion of the Attorney
General of the United States, are backed by its full faith and credit or represent its general
obligations, or invested in indirect obligations of the United States of America, including, but not
limited to, evidences of indebtedness issued, insured or guaranteed by such 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, Small Business Administration, or
Federal Housing Association; provided that all such deposits and investments shall be made in
such a manner that the money required to be expended from such Fund will be available at the
proper time or times. All interest and income derived from deposits and investments in such
Fund shall be credited to, and any losses debited to, such Fund. All such investments shall be
sold promptly when necessary to prevent any default in connection with the Notes.
45707124.3 -18-
I '
SECTION 11. Tax Levy. To provide for the payment of the Debt Service Requirements
on the Notes being (i)the interest on the Notes and (ii) a sinking fund for their redemption at
Stated Maturity or a sinking fund of 2% (whichever amount shall be the greater), there shall be
and there is hereby levied for the current year and each succeeding year thereafter while the
Notes or any interest thereon shall remain Outstanding, a sufficient tax, within the limitations
prescribed by law, on each one hundred dollars' valuation of taxable property in the City,
adequate to pay such Debt Service Requirements, full allowance being made for delinquencies
and costs of collection; said tax shall be assessed and collected each'year and applied to the
payment of the Debt Service Requirements, and the same shall not be diverted to any other
purpose. The taxes so levied and collected shall be paid into the Note Fund and are thereafter
pledged to the payment of the Notes. The Governing Body hereby declares its purpose and
intent to provide and levy a tax legally and fully sufficient to pay such Debt Service
Requirements, it having been determined that the existing and-available taxing authority of the
City for such purpose is adequate to permit a legally sufficient tax in consideration of all other
outstanding indebtedness and other obligations of the City.
SECTION 12. Deposits to Note Fund; Excess Note Proceeds. The City hereby covenants
and agrees to cause to be deposited in the Note Fund prior to a principal and interest payment
date for the Notes, from the annual levy of an ad valorem tax or from other lawfully available •
funds, amounts sufficient to fully pay and discharge promptly each installment of interest and
principal of the Notes as the same accrues or matures or comes due by reason of Stated Maturity.
Accrued interest, if any, received from the Purchasers of the Notes shall be deposited to
the Note Fund. In addition, any surplus proceeds from the sale of the Notes, including
investment income thereon, not expended for authorized purposes, as described in Section 1
hereof, shall be deposited in the Note Fund, and such amounts so deposited shall reduce the.sums
' otherwise required to be deposited in said Fund from ad valorem taxes.
SECTION 13. Security of Funds. All money on deposit in the Funds for which this
Ordinance makes provision (except any portion thereof as may be at any time properly invested
' as provided herein) shall be secured in the manner and to the fullest extent required by the laws
of the State of Texas for the security of public funds, and money on deposit in such Funds shall
be used only for the purposes,permitted by this Ordinance.
SECTION 14. Remedies in Event of Default. In addition to all the rights and remedies
provided by the laws of the State of Texas, the City covenants and agrees particularly that in the
event the City (a)defaults in the payments to be made to the Note Fund or (b)defaults in the
observance or performance of any other of the covenants, conditions, or obligations set forth in
this Ordinance, the Holders of any of the Notes 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
45707124.3 -19-
Li
I
all other existing remedies and the specification of such remedies shall not be deemed to be
exclusive.
SECTION 15. Notices to Holders; Waiver. Wherever this Ordinance provides for notice
to Holders of any event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and sent by United States mail, first-class postage prepaid, to
the address of each Holder as it appears in the Security Register.
In any case where notice to Holders is given by mail, neither the failure to mail such
notice to any particular Holders, nor any defect in any notice so mailed, shall affect the
sufficiency of such notice with respect to all other Holders. Where this Ordinance provides for
notice in any manner, such notice may be waived in writing by the Holder entitled to receive
such notice, either before or after the event with respect to which such notice is given, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.
SECTION 16. Cancellation. All Notes surrendered for payment, 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 PayingA ent/Re istrar for cancellation anyNotes previouslycertified or
g g�
registered and delivered which the City may have acquired in any manner whatsoever, and all
Notes so delivered shall be promptly canceled .by the Paying Agent/Registrar. All canceled
J Notes held by the Paying Agent/Registrar shall be destroyed as directed by the City.
SECTION 17. Mutilated, Destroyed, Lost, and Stolen Notes. If(1) any mutilated Note is
surrendered to the Paying Agent/Registrar, or the City and the Paying Agent/Registrar receive
rr evidence to their satisfaction of the destruction, loss, or theft of any Note, 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 Note 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 Note, a new Note 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 Note has become or is about to
become due and payable, the City in its discretion may, instead of issuing a new Note, pay such
Note.
Upon the issuance of any new Note 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.
45707124.3 -20- -
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Every new Note issued pursuant to this Section in lieu of any mutilated, destroyed, lost,
or stolen Note shall constitute a replacement of the prior obligation of the City, whether or not
the mutilated, destroyed, lost, or stolen Note 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 Notes.
if
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 Notes.
SECTION 18. Sale of the Notes; Authorization of Purchase and Investment Letter; Use
of Proceeds. The Notes authorized by this Ordinance are hereby sold to Bank of America,N.A.,
San Antonio, Texas (the Purchasers) in accordance with the provisions of the Purchase and
Investment Letter dated February 7, 2006 (the Purchase Letter), attached hereto as Exhibit B and
incorporated herein by reference as a part of this Ordinance for all purposes. The Initial Note
shall be registered in the name of Bank of America, N.A. The Mayor and/or City Secretary are
hereby authorized and directed to execute the Purchase Letter for and on behalf of the City and
as the act and deed of the Governing Body and in regard to the approval and execution of the
Purchase Letter, the Governing Body hereby finds, determines, and declares that the
representations, warranties, and agreements of the City contained in the Purchase Letter are true
and correct in all material respects and shall be honored and performed by the City. Delivery of
the Notes shall be made to the Purchasers as soon as practicable after the adoption of this
Ordinance,upon payment therefor in accordance with the terms of the Purchase Letter.
Proceeds from the sale of the Notes shall be applied as follows:
(,1) Accrued interest, if any, received from the Purchasers shall be deposited into the
Note Fund.
(2) The balance of the proceeds derived from the sale of the Notes (after paying costs
of issuance) shall be deposited into the special construction account or accounts
• created for the projects to be constructed or acquired with the proceeds of the
Notes. This special account shall be established and maintained at the Depository
and shall be invested in accordance with the provisions of Section 10 of this
Ordinance. Interest earned on the proceeds of the Notes pending completion of
construction or acquisition of the projects financed with such proceeds shall be
accounted for, maintained, deposited, and expended as permitted by the
provisions of Chapter 1201, as amended, Texas Government Code, or as required
by any other applicable law. Thereafter, such amounts shall be expended in
accordance with Section 12 of this Ordinance.
SECTION 19. Covenants to Maintain Tax-Exempt Status.
A. Definitions. When used in this Section, the following terms have the following
meanings: -
i
Code means the Internal Revenue Code of 1986, as amended by all legislation, if
any, effective on or before the Closing Date.
45707124.3 -21-
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 Notes.
Investment has the meaning set forth in Section 1.148-1(b)of the Regulations.
Nonpurpose Investment means any investment property, as defined in section
148(b) of the Code, in which Gross Proceeds of the Notes are invested and which is not
acquired to carry out the governmental purposes of the Notes.
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 Notes. 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 Notes 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
Notes 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 Note, 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
Notes 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
Notes:
(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 Notes, and not use or permit the use of such Gross Proceeds
45707124.3 -22-
I I
(including all contractual arrangements with terms different than those applicable
to the general public) or any property acquired, constructed or improved with
1 I such Gross Proceeds in any activity carried on by any person or entity (including
the United States or any agency, department and instrumentality thereof) other
than a state or local government, unless such use is solely as a member of the
{ general public; and
(2) not directly or indirectly impose or accept any charge or other payment by any
person or entity who is treated as using Gross Proceeds of the Notes 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 Notes 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 Notes 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: (i)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; (ii)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 (iii)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 cause the Notes to
become "private activity bonds" within the meaning of section 148 of the Code and the
Regulations and rulings thereunder, the City shall not at any time prior to the final Stated
Maturity of the Notes 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 then held
or previously disposed of, materially exceeds the Yield of the Notes.
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 Notes 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
1_`, and investments thereof) on its books of account separately and apart from all
45707124.3 -23-
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other funds (and receipts, expenditures and investments thereof) and shall retain
all records of accounting for at least six years after the day on which the last
Outstanding Note is discharged. However, to the extent permitted by law, the
City may commingle Gross Proceeds of the Notes 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.
i
(2) Not less frequently than each Computation Date, the City shall calculate the
j } Rebate Amount in accordance with rules set forth in section 148(f) of the Code
and the Regulations and rulings thereunder. The City shall maintain such
calculations with its official transcript of proceedings relating to the issuance of
the Notes until six years after the final Computation Date.
; i
(3) As additional consideration for the purchase of the Notes by the Purchasers and
the loan of the money represented thereby and in order to induce such purchase by
1_ 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 Note 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 Notes equals(i) in the case of a Final Computation Date as
defined in Section 1.148-3(e)(2) of the Regulations, one hundred percent (100%)
of the Rebate Amount on such date; and (ii) in the case of any other Computation
Date, ninety percent (90%) of the Rebate Amount on such date. In all cases, the
rebate payments shall be made at the times, in the installments,to the place and in
the manner as is or may be required by section 148(f) of the Code and the
Regulations and rulings thereunder, and shall be accompanied by Form 8038-T or
such other forms and information as is or may be required by Section 148(f) of
the Code and the Regulations and rulings thereunder.
(4) The City shall exercise reasonable diligence to assure that no errors are made in
the calculations and payments required by paragraphs (2) and(3), and if an error
is made, to discover and promptly correct such error within a reasonable amount
of time thereafter (and in all events within one hundred eighty (180) days after
discovery of the error), including payment to the United States of any additional
Rebate Amount owed to it, interest thereon, and any penalty imposed under
Section 1.148-3(h)of the Regulations.
I. Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of
the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the
earlier of the Stated Maturity or final payment of the Notes, 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 Notes not been
relevant to either party.
45707124.3 -24-
i J. Notes Not Hedge Bonds.
! (1) The City reasonably expects to spend at least 85% of the spendable proceeds of
the Notes within three years after such Notes are issued.
(2) Not more than 50% of the proceeds of the Notes will be invested in Nonpurpose
Investments having a substantially guaranteed Yield for a period of 4 years or
more.
j K. Elections. The City hereby directs and authorizes the Mayor, Mayor Pro Tem,
City Manager, City Attorney, or City Secretary, 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 Notes, 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.
L. Qualified Tax-Exempt Obligations. The City hereby designates the Notes 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 Notes are issued, the City (including any subordinate entities) has not
designated nor will designate obligations, which when aggregated with the Notes, 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 Notes will
not be considered"private activity bonds"within the meaning of section 141 of the Code.
SECTION 20. Control and Custody of Notes. 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
Notes pending their approval by the Attorney General, the registration thereof by the
Comptroller of Public Accounts and the delivery of the Notes to the Purchasers.
{ i Furthermore, the Mayor, Mayor Pro Tem, City Manager, City Secretary, 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 Notes, the
{ approval of the Attorney General and their registration by the Comptroller of Public Accounts
and, together with the City's financial advisors, Bond Counsel, and the Paying Agent/Registrar,
make the necessary arrangements for the delivery of the Initial Notes to the Purchasers and the
initial exchange thereof for definitive Notes.
SECTION 21. Satisfaction of Obligation of City. If the City shall pay or cause to be
paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and
interest on the Notes, at the times and in the manner stipulated in this Ordinance, then the pledge
of taxes levied under this Ordinance and all covenants, agreements, and other obligations of the
City to the Holders shall thereupon cease,terminate, and be discharged and satisfied.
45707124.3 -25-
Notes, or any principal amount(s) thereof, shall be deemed to have been paid within the
meaning and with the effect expressed above in this Section when (i)money sufficient to pay in
full such Notes or the principal amount(s) thereof at Stated Maturity or 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
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 Notes, or the
principal amount(s) thereof, at 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 Notes to be treated as arbitrage bondswithin the
meaning of section 148 of the Code(as defined in Section 19 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 Notes, 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
Notes and remaining unclaimed for a period of three (3) years after the Stated Maturity or
applicable redemption date of the Notes 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 Notes that is made in conjunction with
the payment arrangements specified in subsection (i) or (ii) above shall not be irrevocable,
provided that: (1) in the proceedings providing for such defeasance, the City expressly reserves
the right to call the defeased Notes for redemption; (2) gives notice of the reservation of that
right to the owners of the defeased Notes 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 Notes, after taking the redemption into account in determining the sufficiency of the
provisions made for the payment of the defeased Notes.
SECTION 22. Printed Opinion. The Purchasers' obligation to accept delivery of the
Notes is subject to its being furnished a final opinion of Fulbright&Jaworski L.L.P., Bond
Counsel, approving certain legal matters as to the Notes, said opinion to be dated and delivered
as of the date of initial delivery and payment for such Notes. Printing of a true and correct copy
of said opinion on the reverse side of each of the Notes, with appropriate certificate pertaining
thereto executed by facsimile signature of the City Secretary of the City is hereby approved and
authorized.
45707124.3 -26-
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SECTION 23. CUSIP Numbers. CUSIP numbers may be printed or typed on the
definitive Notes. It is expressly provided, however, that the presence or absence of CUSIP
numbers on the definitive Notes shall be of no significance or effect as regards the legality
thereof,•and neither the City nor attorneys approving said Notes as to legality are to be held
responsible for CUSIP numbers incorrectly printed or typed on the definitive Notes.
SECTION 24. Effect of Headings. The Section headings herein are for convenience only
and shall not affect the construction hereof.
SECTION 25. Ordinance a Contract; Amendments - Outstanding Notes. The City
acknowledges that the covenants and obligations of the City herein contained are a material
inducement to the purchase of the Notes. 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 Note remains Outstanding except as
permitted in this Section. The City may, without the consent of or notice to any Holders, from
time to time and at any time, amend this Ordinance in any manner not detrimental to the interests
of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or
omission herein. In addition, the City may, with the written consent of Holders holding a
majority in aggregate principal amount of the Notes 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 Notes, no such amendment, addition, or rescission shall
(1)extend the time or times of payment of the principal of, the redemptionprice therefor, and
P Y P � p p �
interest on the Notes, 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 Notes, (2)give
any preference to any Note over any other Note, or(3)reduce the aggregate principal amount of
Notes required for consent to any such amendment, addition, or rescission.
SECTION 26. Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is
intended or shall be construed to confer upon any person other than the City, 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.
—I SECTION 27. 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
as to the matters ordained herein.
SECTION 28. Construction of Terms. If appropriate in the context of this Ordinance,
words of the singular number shall be considered to include the plural, words of the plural
number shall be considered to include the singular, and words of the masculine, feminine or
neuter gender shall be considered to include the other genders.
•
SECTION 29. 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.
45707124.3 -27-
lLi SECTION 30. Severability. If any provision of this Ordinance or the application thereof
to any person or circumstance shall be held to be invalid,the remainder of this Ordinance and the
application of such provision to other persons and circumstances shall nevertheless be valid, and
the Governing Body hereby declares that this Ordinance would have been enacted without such
invalid provision.
SECTION 31. 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
Governing Body.
SECTION 32. Authorization of Paying Agent/Registrar Agreement. The Governing
Body of the City 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 Notes. 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.
1 f SECTION 33. Public Meeting. It is officially found, determined, and declared that the
meeting at which this Ordinance is finally 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 34. Unavailability of Authorized.Publication. If, because of the temporary or
permanent suspension of any newspaper, journal, or other publication, or, for any reason,
publication of notice cannot be made meeting any requirements herein established, any notice
required to be published by the provisions of this Ordinance shall be given in such other manner
and at such time or times as in the judgment of the City or of the Paying Agent/Registrar shall
most effectively approximate such required publication and the giving of such notice in such
manner shall for all purposes of this Ordinance be deemed to be in compliance with the
- requirements for publication thereof.
SECTION 35. No Recourse Against City Officials. No recourse shall be had for the
payment of principal of, premium, if any, or interest on any Note or for any claim based thereon
or on this Ordinance against any official of the City or any person executing any Note.
SECTION 36. Continuing Disclosure Undertaking.
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 Notes are being sold pursuant to a private placement with the Purchasers, generally
in denominations of$100,000 or any integral multiple of$5,000 in excess thereof, and therefore
45707124.3 -28-
SEC Rule 15c2-12 is not applicable to the offering of the Notes. Accordingly, no contract to
provide continuing disclosure information after the issuance of the Notes has been made by the
City with investors.
SECTION 37. Book-Entry Only System.
It is intended that the Notes 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 Notes
shall be issued (following cancellation of the Initial Notes described in Section 7) in the form of
a separate single definitive Note. Upon issuance, the ownership of each such Note shall be
registered in the name of Cede & Co., as the nominee of DTC, and all of the Outstanding Notes
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).
With respect to the Notes registered in the name of Cede & Co., as nominee of DTC, the
City and the Paying Agent/Registrar shall have no responsibility or obligation to any
broker-dealer, bank, or other financial institution for which DTC holds the Notes from time to
time as securities depository (a Depository Participant) or to any person on behalf of whom such
a Depository Participant holds an interest in the Notes (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 Notes, or (ii)the
delivery to any Depository Participant or any other person, other than a registered owner of the
Notes, as shown on the Security Registrar, of any notice with respect to the Notes, 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 Note, of any amount with respect to
principal of, premium, if any, or interest on the Notes. While in the DTC System, no person
other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a Note
evidencing the obligation of the City to make payments of principal, premium, if any, and
interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of
written notice to the effect that DTC has determined to substitute a new nominee in place of
Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks or
drafts being mailed to the Holder, the word "Cede & Co." in this Ordinance shall refer to such
new nominee of DTC.
In the event that (a)the City determines that DTC is incapable of discharging its
responsibilities described herein and in the Representation Letter, (b)the Representation Letter
shall be terminated for any reason, or(c)DTC or the City determines that it is in the best interest
of the beneficial owners of the Notes that they be able to obtain certificated Notes, 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 Notes shall no
longer be restricted to being registered in the name of Cede & Co., as nominee of DTC. At that
time,the City may determine that the Notes 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,
•
45707124.3 -29-
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 Notes may be registered in whatever
name or names the Holders of Notes transferring or exchanging the Notes shall designate, in
accordance with the provisions hereof
Notwithstanding any other provision of this Ordinance to the contrary, so long as any
Note 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 Note and all notices with respect to such Note
shall be made and given,respectively, in the manner provided in the Representation Letter.
SECTION 38. 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 Notes, the Purchase Letter, and the Paying Agent/Registrar Agreement.
In addition, prior to the initial delivery of the Notes, the Mayor, the City Manager, the City
Secretary, 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 by this
Ordinance, (ii) obtain a rating from any of the national bond rating agencies, or (iii) obtain the
approval of the Notes 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 39. Accounting Reports; Budget. The City shall provide annually to Bank of
America, N.A., for so long as it is the holder of the Notes, within six months after the end of
each fiscal year ending in or after 2006, financial information and operating data with 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 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.
The City shall provide annually to Bank of America, N.A., for so long as it is the holder
of the Notes, 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 40. Effective Date. Pursuant to the provisions of Section 1201.028, as
amended, Texas Government Code, this Ordinance shall be effective immediately- upon
45707124.3 -30-
_
adoption, notwithstanding any provision in the City's Home Rule Charter to the contrary
concerning a multiple reading requirement for the adoption of ordinances.
ii
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45707124.3 -31-
j PASSED AND APPROVED this the 7th day of February, 2006.
CITY OF CIBOLO, TEXAS
Maa6}
ATTEST:
/ 9 c7
City Secretary
(CITY SEAL)
Exhibit A- Paying Agent/Registrar Agreement
Exhibit B - Purchase and Investment Letter
Exhibit C - DTC Letter of Representation
ii
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45707124.3 5-1
EXHIBIT A
Paying Agent/Registrar Agreement
See Tab No. 3
ii
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- ' 45707124.3 A-1
L
EXHIBIT B
Purchase and Investment Letter
See Tab No. 4
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,
45707124.3 B-1
1
i EXHIBIT C
DTC Letter of Representations
N/A
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REGISTERED
' REGISTERED PRINCIPAL AMOUNT
NO. R-1 $3,000,000
' United States of America
State of Texas
County of Guadalupe
CITY OF CIBOLO, TEXAS
TAX NOTES, SERIES 2006
! Issue Date: Interest Rate: Stated Maturity: CUSIP NO:
February 1, 2006 As Shown Below As Shown Below N/A
' REGISTERED OWNER: BANK OF AMERICA, N.A.
PRINCIPAL AMOUNT: THREE MILLION AND NO/100 DOLLARS
Years of Principal Interest
' Stated Maturity Amounts ($) Rates (%)
-' 2-1-2007 380,000 3.83
2-1-2008 395,000 3.83
2-1-2009 410,000 3.83
2-1-2010 430,000 3.83
2-1-2011 445,000 3.83
2-1-2012 460,000 3.83
2-1-2013 480,000 3.83
' The City of Cibolo, Texas (the City), a body corporate and a 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
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 from the Closing Date, or from the most recent interest
' payment date to which interest has been paid or duly provided for until such Principal Amount
has become due and payment thereof has been made or duly provided for, to the earlier of
redemption or Stated Maturity, 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 commencing August 1, 2006.
' Principal on this Note shall be payable to the Registered Owner hereof(the Holder), upon
presentation and surrender, at the corporate trust office of the Paying Agent/Registrar executing
the registration certificate appearing hereon or a successor thereof. Interest shall be payable to
' the Holder of this Note (or one or more Predecessor Notes, as defined in the Ordinance
45708768.3
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 Note 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 Note is one of the series specified in its title issued in the aggregate principal amount
-! of$3,000,000 (the Notes) pursuant to an ordinance adopted by the governing body of the City
(the Ordinance), for the purpose of providing funds for (1) constructing drainage improvements,
(2)the purma , , quipment, n , nrights-of-way for authorized needs
and purposeschase relatingof to the terialsdrainagesuppliesimprovementsela, andd (3)ad the payment of professional services
related to the construction and financing of the aforementioned projects; and, all in conformity
with the laws of the State of Texas, including Chapter 1431, as amended, Texas Government
Code and the Ordinance.
The No>.es of this series are payable from the proceeds of an annual ad valorem tax levied
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upon all taxable property within the City within the limitations prescribed by law.
The Notes 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 Notes 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 Notes to be
prepaid as of such prepayment date, from (ii) the Mark-to-Market Value.of the
Notes 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 Notes if
the Purchasers had instead invested the proceeds of the Notes 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.
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(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 Notes. 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 Notes 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 Note
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 Note 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 Note to the Paying Agent/Registrar at its corporate trust or other office, a new Note or
Notes 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 Note (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 Note
(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 Note
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 Note 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.
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
45708768.3 -3-
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Holder by his acceptance hereof hereby assents, for definitions of terms; the description of and
' the nature and extent of the tax levied for the payment of the Notes; the terms and conditions
relating to the transfer or exchange of the Notes; 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
Note 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 Note, subject to certain limitations contained in the Ordinance, may be transferred
on the Security Register upon presentation and surrender at the corporate trust office of the
Paying Agent/Registrar, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Paying Agent/Registrar duly executed by the Holder hereof, or his duly
lauthorized agent, and thereupon one or more new fully registered Notes 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 Note 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 date as the owner hereof for all other
1 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
' fifteenth 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 Note in order to
render the same a legal, valid, and binding obligation of the City have been performed, exist, and
have been done, in regular and due time, form, and manner, as required by law, and that issuance
of the Notes 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 Notes by the
levy of a tax as aforestated. In case any provision in this Note 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 Note and the Ordinance shall be construed in accordance with and
1 shall be governed by the laws of the State of Texas.
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IN WITNESS WHEREOF, the City has caused this Note to be duly executed under its
`' official seal.
; CITY OF CIBOLO, TEXAS
: ,By , ,X2* ,111
Mayor
ATTEST:
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City Secretary
(CITY SEAL)
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CERTIFICATE OF PAYING AGENT/REGISTRAR
This Note has been duly issued under the provisions of the within-mentioned Ordinance;
the Note or Notes 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 Note and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Note 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 Note in every particular.
Signature guaranteed:
' 45708768.3 -6-
PAYING AGENT/REGISTRAR AGREEMENT
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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 TAX NOTES, SERIES 2006" (the Securities), dated February 1, 2006, in the aggregate
1 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.
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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
supplied to the Issuer on or before ninety (90) days prior to the close of the Fiscal Year'of the
45707126.2
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.
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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.
I.- 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
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
j I 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.
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.
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ARTI.CLE 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
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.
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Section 4.03. List of Security Holders.
The Bank will provide the Issuer at any time requested by the Issuer, upon payment of
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
order.
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Section 4.04. Return of Canceled Securities.
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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.
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
Section 5.01. Duties of Bank.
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 shall have
45707126.2 -5-
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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, 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, 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
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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.
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
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
collateralized by securities or obligations which qualify and are eligible under the laws of the
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.
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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 outof 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,
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
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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ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01. Amendment.
This Agreement may be amended only by an agreement in writing signed by both of the
parties hereof.
Section 6.02. Assignment.
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.
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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.
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
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
_ govern.
45707126.2 -8-
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Section 6.09. Counterparts.
1 I 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.
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]
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45707126.2 -9-
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
CITY OF CIBOLO, TEXAS
By:
Title: ayor
Add - : 109 S Main Street
Cibolo, Texas 78108
[SEAL]
Attest:
/1
72
1 Title: City Secretary
_! BANK OF AMERICA,N.A.
By:
Title:
Address: One Main Plaza
TX 1-609-06-08
1201 Main Street
Dallas, Texas 75202-3113
Annex A - Fee Schedule
45707126.2 -10-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
CITY OF CIBOLO, TEXAS
By:
Title: Mayor
Address: 109 South Main Street
Cibolo, Texas 78108
[SEAL].
Attest:
Title: City Secretary
BANK OF AMERICA,N.A.
By: arYte(ed(194'. 0/40( Oet./SWTitle:
Address: One Main Plaza
TX1-609-06-08
1201 Main Street
Dallas, Texas 75202-3113
Annex A-Fee Schedule
�41
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45707126.2 -10-
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Annex A
Fee Schedule
None
45707126.2 A-1
'i l
Bank of America, N.A.
300 Convent, 5th Floor
1 ; San Antonio, Texas 78205
February 7, 2006
Re: $3,000,000 City of Cibolo, Texas Tax Notes, Series 2006 (the Notes)
City of Cibolo,Texas Southwest Securities, Inc.
109 South Main Street 711 Navarro, Suite 490
Cibolo, Texas 78108 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 Notes scheduled to mature on February 1 in each of
the years 2007 through 2013, at the purchase price of$3,000,000 and no accrued interest. Such
Notes 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
ji
validity and legality of the Notes.
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 Notes;
(2) we have made our own inquiry and analysis with respect to the Notes and the
security therefor, and other material factors affecting the security and payment of the Notes, and
we have not relied upon any statement by you, your officers, directors, or 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 Notes;
(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 Notes, and we have had the opportunity to ask questions and
receive answers from knowledgeable individuals concerning the purpose for which the proceeds
45707130.3
i i
City of Cibolo,Texas
Fulbright&Jaworski L.L.P.
Southwest Securities, Inc.
February 7, 2006
Page 2
of the Notes will be utilized, and the security therefor, so that we have been able to make an
informed decision to purchase the Notes;
(4) we are purchasing the Notes 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 Notes, 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
Notes if and when any such future disposition of the Notes may occur;
(6) we understand that the Notes (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 Notes 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 Notes; 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 Notes from the registration requirements under existing federal and state
securities laws.
[The remainder of this page intentionally left blank]
45707130.3
City of Cibolo, Texas
Fulbright&Jaworski L.L.P.
Southwest Securities, Inc.
February 7,-2006
Page 3
Very truly yours,
Bank of America,N.A.
By:
Name: . / ; i ' d CA/14/€44
Title: . I�
1
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45707130.3
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City of Cibolo, Texas
Fulbright& Jaworski L.L.P.
Southwest Securities, Inc.
February 7, 2006
Page 4
AGREED TO AND ACCEPTED this 7th day of February, 2006.
City of Cibolo, Texas
By: ,►��..'c�(f/�
Ti e: ayor
l
l
45707130.3
I
GENERAL CERTIFICATE
THE STATE OF TEXAS §
§
COUNTY OF GUADALUPE §
CITY OF CIBOLO §
THE UNDERSIGNED HEREBY CERTIFY that:
1. The City Council (the Governing Body) of the City of Cibolo,.Texas (the City)
has authorized the issuance of the "CITY OF CIBOLO, TEXAS TAX NOTES, SERIES 2006",
dated February 1, 2006, in the aggregate principal amount of$3,000,000 (the Notes), authorized
by an ordinance passed and adopted on the 7th day of February, 2006 (the Ordinance).
2. The total principal amount of outstanding indebtedness of the City, payable, in
whole or in part, from taxes levied under and pursuant to Article XI, Section 5 of the Texas
Constitution, including the Notes, is as follows:
OUTSTANDING TAX OBLIGATIONS $2,695,000
THE NOTES $3,000,000
TOTAL INDEBTEDNESS $5,695,000
3. A schedule of indebtedness of the City payable, in whole or in part, from taxes is
attached hereto as Exhibit A and made a part of this certificate for all purposes.
4. A debt service requirement schedule for all outstanding general obligation
indebtedness of the City, including the Notes, is attached hereto as Exhibit B and made a part of
this certificate for all purposes.
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. The members of the Governing Body 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
45707133.3
7. Todd Parton is the duly appointed, qualified, and acting City Manager of the City.
8. Peggy Cimics is the duly appointed, qualified, and acting City Secretary of the
City.
9. The assessed value of all taxable property (net of exemptions) in the City, as
shown by the tax rolls for the year 2005-2006, which have been duly approved and are the latest
official assessment of taxable property in the City, is as follows:
TOTAL ASSESSED TAXABLE VALUES
OF REAL AND PERSONAL PROPERTY $444,743,754
10. All of the meetings held by the Governing Body pursuant to which any
proceedings were passed, adopted, and approved in connection with the Notes were meetings
open to the public for which public notice had been given, all as required by law and particularly
Chapter 551, as amended, Texas Government Code.
11. The City has deposited sufficient funds into the Note Fund representing currently
available and unencumbered funds, and such amount is appropriated for the payment of the first
debt service payments on the Notes on August 1, 2006.
12. Additional transcript requirements pursuant to the provisions of Chapter 1201, as
__) amended, Texas Government Code, are attached hereto as Exhibit D.
13. This certificate is made for the benefit of the persons involved in this transaction
and the Attorney General of The State of Texas in connection with his examination into and the
approval of the Notes.
[The remainder of this page intentionally left blank.]
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45707133.3 -2-
WITNESS OUR HANDS AND THE SEAL OF THE CITY OF CIBOLO, TEXAS, this
7th day of February, 2006.
CITY OF CIBOLO, TEXAS
Mayo,
City Secretary
I_
(CITY SEAL)
45707133.3 -3-
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EXHIBIT A
CURRENTLY OUTSTANDING INDEBTEDNESS
PAYABLE FROM TAXES
DESCRIPTION AMOUNT($)
1. Combination Tax and Limited Pledge Revenue Certificates of $1,165,000
Obligation, Series 2001
2. Tax Notes, Series 2002 575,000
3. Combination Tax and Limited Pledge Revenue Certificates of 955,000
Obligation, Series 2003
4. The Notes 3,000,000
TOTAL $5,695,000
45707133.3 A-1
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EXHIBIT B
DEBT SERVICE SCHEDULE
AGGREGATE DEBT SERVICE
City of Cibolo,Texas
$3,000,000 Notes,Series 2006
$3,000,000
Period Notes,Series Agg of all Tax Aggregate
Ending 2006 Debt Debt Service
09/30/2006 54,896.67 55,241.25 110,137.92
09/30/2007 487,623.00 410,628.75 898,251.75
09/30/2008 487,781.75 415,356.25 903,138.00
09/30/2009 487,366.00 419,012.50 906,378.50
09/30/2010 491,280.00 215,043.75 706,323.75
09/30/2011 489,523.75 218,756.25 708,280.00
09/30/2012 487,193.00 217,150.00 704,343.00
09/30/2013 489,192.00 220,431.25 709,623.25
09/30/2014 223,325.00 223,325.00
09/30/2015 220,637.50 220,637:50
09/30/2016 217,575:00 217,575.00
09/30/2017 214,200.00 21.4,200.00
09/30/2018 .112,575.00 112,575.00
09/30/2019 112,700.00 112,700.00
09/30/2020 107,650.00 107,650.00
09/30/2021 102,550.00 102,550.00
3,474,856.17 3,482,832.50 6,957,688.67
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45707133.3 B-1
EXHIBIT C
HOME RULE CHARTER ELECTION PROVISIONS
45707133.3 C-1
ORDINANCE NO. l 6141 0
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 tit sections individually at the election on September 11,2004.
NOW 1'HEREFORE,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 in�the
g�ballot language above.
ICS`#-' `
PASSED AND APPROVED this 'I U day of 1/2V /r 92004
ft
CHARLES RUPPERT,Mayor
ATTEST:
e ,
ONNE GRIFFIN,City S. r tary
APPROVED AS TO FORM:
SUSAN C.ROCHA,City Attorney
I
CITY OF CIBOLO
P.O.BOX 826
CIBOLO,TEXAS 78108
(210)658-9900
cibolo@texas.net
if
IF
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.
I _'
Presiding Officer of Canvassing Authority
yi
02/02/2006 12:09 2106581687 CIBOLO PAGE 03
City of Cibolo Special Election - Date:09/17/04
September 11,2004 Tin=09 •
Early Voting Paged of 1
=
Official Canvass
Registered Voters 3503-Cards Cast 57 1.63%
Proposition
• Total
Times Counted 57/3503 1.63%
Total Votes 57 100.00%
Times Blank Voted 0 0.00%
Times Over Voted 0 0.00%
YES 46 80.70%
NO 11 19.30%
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02/02/2006 12:09 2106581687 CIBOLO PAGE 04
City of Cibolo Special Election 1 e-09/17
September. 11,2004 Timo:09:37:1
Pagel of 1
Election Day
Official Canvass
Registered Voters 3503-Cards Cast 155 4.42%
Proposition
Total
Times Counted 155/3503 4.42%
Total Votes Times Blank Voted 154 9935%1 0.65%
Times Over Voted
YE5 0 0.00%S4
135 87.10%
NO 19 12.26%
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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.
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:AU,Against: None.
4. Comments
A. City Staff -None.
R. 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 Hannan,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.
5. Adjournment
Councilman Campbell made the motion to adjourn at 6:54 P.M. Seconded by Councilman Sutton.
PASSED AND APPROVED THIS 28m DAY OF SEPTEMBER,2004.
Charles Ruppert
Mayor
Yvonne Griffin
� City Secretary
The State of Texas
I
Statutory Documents �!n!���Il, ` Phone:512-463-5705
P.O.Box 12887r �j
aaS1 Fax:512-463-0873
Austin,Texas 78711-2887 TTY:7-1-1
www.sos.state.tx.us
Geoffrey S. Connor
Secretary of State
September 24,2004
Ms.Yvonne Griffin
! I 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.
These documents were recorded in Book 67; pages 1 - 51 in the Book of City Charters and
Amendments.
Sincerely,
Linda Stout
Director
Statutory Documents
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EXHIBIT D
City of Cibolo,Texas Tax Notes, Series 2006
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 Attached
Reoffering Yield (NRO) Indicated, Please Provide Yield
Separately):
Call Provisions,Including Premiums(if any): Attached
Mandatory Redemption Provisions: None
Debt-Service Schedule, Principal and Interest, and Annual Totals, Attached
with the fiscal year identified:
Use of Derivative Products Associated with Financing: None
If Applicable, Schedule of Bonds Refunded, including, by year, N/A
principal amount,coupon,and interest cost:
Pledge:tax(ad valorem,sales,other),revenue,combination: Ad valorem taxes
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 OO c)private placement
0 b)negotiated ❑ d)other(explain)
Pricing: Negotiated sale: date and time of verbal Award of bid:
Competitive sale: date and time of award of bid:
Private Placement: date of agreement on interest rates: 2-7-06
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
, I
CAB's and CIE's - please provide the per annum bond interest rates by maturity as shown in the bond order
document. N/A
45707133.3 D-1
Costs of Issuance=please provide best estimate of costs. If fmal 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) 56,000.00
Any Specialized Costs of Issuance(c)
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/Registrar JPMorgan Chase Bank,National Association,Dallas,Texas
Financial Advisor Southwest Securities, Inc.,San Antonio,Texas
Purchaser Bank of America,N.A., San Antonio,Texas
(a) relates to the ongoing fees or recurring costs of a fmancing 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,fmancial advisor,paying agent,printing,AG approval.
(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
45707133.3 D-2
SIGNATURE AND NO-LITIGATION CERTIFICATE
THE STATE OF TEXAS §
§
COUNTY OF GUADALUPE §
CITY OF CIBOLO §
THE UNDERSIGNED HEREBY CERTIFY that:
1. This certificate is executed and delivered with reference to the "CITY OF
CIBOLO, TEXAS TAX NOTES, SERIES 2006", dated February 1, 2006 (the Note Date), in the
_.! aggregate principal amount of$3,000,000 (the Notes).
2. The Notes have been duly and officially executed by the undersigned Mayor and
City Secretary with their manual or facsimile signatures in the manner appearing hereon, and the
undersigned Mayor and City Secretary hereby adopt and ratify their respective signatures in the
manner appearing on each of the Notes in manual or facsimile form, as the case may be, as their
true, genuine, and official signatures.
3. On the Note Date and on the date hereof, the undersigned were and are the duly
chosen, qualified, and acting officers indicated therein and were and are authorized to execute
the same.
4. The legally adopted, proper, and official corporate seal of the City of Cibolo,
Texas is impressed, imprinted, or lithographed on all of the Notes and is impressed on this
certificate.
5. 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 Notes or the levy and collectionof taxes to pay the principal of and interest on the
Notes, or the pledge thereof, or in any manner questioning the proceedings and authority under
which the same is made or affecting the validity of the Notes thereunder; and neither the
corporate existence or boundaries of the City nor the right to hold office of any member of the
governing body of the City or any other elected or appointed official of the City is being
contested or otherwise questioned; and no authority or proceedings for the issuance of the Notes
have been repealed,revoked, or rescinded.
Authorization of Attorney General to Date Certificate
6. This Certificate is submitted pursuant to Title 1, Chapter 53, Texas
Administrative Code. Upon the approval of the Notes 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 Notes, 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 Notes unless we
advise him otherwise.
45707134.2
EXECUTED AND DELIVERED this FEB 9 2006
(CITY SEAL)
S GNATURE / _ OFFICIAL TITLE
I �
/ ,' Mayor, City of Cibolo, Texas
i
Age.
City Secretary, 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 9414day of February, 2006.
Aeeoeess6va2oee ,-cL'•-c.
SERNE (�jP
a Notary Public
Bute of Texas 41
°�MY Corm, Ems,09-12-2007 I Notary Public, State of Texas
(NOTARY SEAL)
45707134.2
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CERTIFICATE AS TO TAX EXEMPTION
The undersigned, being the Mayor and the City Manager of the City of Cibolo, Texas
(the City), hereby certifies with respect to the "CITY OF CIBOLO, TEXAS TAX NOTES,
SERIES 2006" in the aggregate principal amount of$3,000,000 (the Notes), as follows:
A. General.
1. For all purposes of this certificate, unless otherwise defined, all defined terms
herein shall have the same meaning given to them in the Ordinance and the Regulations (each as
defined below).
2. Pursuant to state law and the Ordinance authorizing the issuance of the Notes, we,
along with other officers of the City, are charged with the responsibility for issuing the Notes.
3. This certificate is made pursuant to Treasury Regulations Sections 1.141
through 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).
4. 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 City expects that the future
events described herein will occur. The City covenants not to take any intentional acts or actions
after the Closing Date of the Notes to earn a Yield upon the investment of the proceeds
materially higher than the Yield on the Notes, except as provided herein.
5. Terms used and not defined herein have the same meaning given to them in the
Regulations and in the ordinance of the City adopted on February 7, 2006 (the Ordinance)
authorizing the issuance of the Notes.
B. Purpose and Size.
1. The Notes are being issued pursuant to the Ordinance for the purpose or purposes
of paying contractual obligations of the City to be incurred for making permanent public
improvements and for other public purposes, to-wit: (1) constructing drainage improvements,
(2)the purchase of materials, supplies, equipment, land, and rights-of-way for authorized needs
and purposes relating to the drainage improvements, and (3)the payment of professional services
related to the construction and financing of the aforementioned projects.
2. The City will, at all times prior to the last Stated Maturity of the Notes:
(i) exclusively own, operate, and possess all property acquired, constructed,
improved, or refinanced with Gross Proceeds and not use or permit the use of any
property acquired, constructed, improved, or refinanced 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
(ii) not directly or indirectly impose or accept any charge or other payment for
use of Gross Proceeds or any property acquired, constructed, improved, or refinanced
45707128.4
j
I �
with Gross Proceeds, other than a charge or other payment merely as a member of the
general public or interest earned on Investments acquired with Gross Proceeds pending
application for their intended purposes, either or both.
3. The City will not use Gross Proceeds to make or finance 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 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 Notes, when added to the amount
expected to be received from the investment thereof, do not exceed the amounts required to pay
the costs of the Project and of issuing the Notes.
5. No receipts from the sale of the Notes 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 City similar to the Notes other than the Notes.
C. Source and Disbursement of Funds.
1. The Notes are being issued and delivered to Bank of America,N.A., San Antonio,
Texas (the Purchasers). The Purchasers purchased the Notes for $3,000,000.00, which
represents a sales price of par and no accrued interest. The City has received as a result of the
sale of the Notes an amount equal to $3,000,000.00, which represents a purchase price of par,
and no accrued interest.
2. Of the proceeds of the Notes received by the City from the Purchasers,
approximately $56,000.00 will be used to pay the costs of issuance relating to the Notes, and
$3,244,000.00 will be deposited in a separate checking account of the City (the Construction
Account or Fund) and immediately be used to pay costs of the Project. The City estimates that it
will receive $140,000.00 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 Notes are being issued. Such amount will be used to pay additional costs of the
Project or deposited in the Note Fund to pay principal of or interest on the Notes within one year
from the date of receipt.
D. Temporary Periods and Time for Expenditures.
{ 1. Within six months from the date hereof, the City will have incurred binding
obligations or commitments in the amount of at least five percent of the principal amount of the
Notes 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 City will account for the allocation of the Note proceeds to an expenditure
not later than 18 months after the later of the date the expenditure is paid or the date the Project
45707128.4 -2-
i
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 Notes.
2. 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 on, and the
proceeds from the sale of the Notes and investment earnings thereon are expected to be expended
by February 1, 2009.
3. Based on the foregoing, the City expects to invest Gross Proceeds, held in the
Construction Fund, without regard as to restriction of Yield until February 9, 2009.
E. Note Fund.
1. The Notes are payable from an ad valorem tax levied, within the limitations
prescribed by law, upon all taxable property located within the jurisdiction of the City. All taxes
levied and collected for and on account of the Notes are to be deposited into the City of Cibolo,
Texas Tax Notes, Series 2006, Interest and Sinking Fund (the Note Fund).
2. Except for that portion of the Note Fund, if any, consisting of deposits made to
defease in whole or in part the Notes, the Note Fund (i) was created primarily to achieve a proper
matching of revenues and debt service with respect to the Notes within each bond year,
beginning on the Closing Date and ending on each anniversary of the Closing Date thereafter
until the Notes are no longer Outstanding and (ii)will be depleted at least once a year except
possibly for a carry-over amount not greater than the larger of the preceding bond year's income
from the investment thereof or one-twelfth of the debt service paid during the preceding bond
year on the Notes. All amounts deposited to the Note 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. Any amounts held in the Note Fund during
such periods are expected to be invested by the City without regard as to restriction of Yield.
Any amounts held in the Note Fund in excess of such periods will be invested at a Yield not to
exceed the Yield on the Notes.
3. All money deposited in the Note Fund will be used solely to pay the principal of,
and interest on, the Notes as the same becomes due and payable, and there will be no other funds
that will be so used or pledged or otherwise restricted so as to be available with reasonable
certainty to be so used.
F. Yield, Rebate and Miscellaneous.
1. The Yield on the Notes is 3.8302%, as verified by the City's financial advisors.
2. The City has covenanted to account for the Gross Proceeds of the Notes
separately and apart from all other funds of the City from the date hereof.
3. The weighted average maturity of the Notes is 4.1 years, which is less than 120%
of the average reasonably expected economic life of the assets acquired or constructed with the
proceeds of the Notes.
45707128.4 -3-
j I
4. Other than the City's Utility System Revenue Bonds, Series 2006, the City has
not sold nor will it sell any obligations within 15 days of the sale date of the Notes .
5. The City has covenanted to account for the Gross Proceeds of the Notes
separately and apart from all other funds of the City from the date hereof.
6. Unless the City has qualified for an exception to rebate pursuant to section
148(f)(4) of the Code, not less frequently than each Computation Date, the City 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 City has
covenanted in the Ordinance to maintain such calculations with the official transcript of the
proceedings relating to the issuance of the Notes until six years after the final Computation Date.
7. The City has covenanted in the Ordinance to pay to the United States the amount
described in paragraph 6 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
{ f 148(f) of the Code and the Regulations and rulings thereunder.
8. The City does not expect that the proceeds of the Notes will be used in a manner
that would cause the Notes to be arbitrage bonds within the meaning of section 148 of the Code.
9. The City 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 City has in the
Ordinance and hereby designates the Notes as "Qualified Tax Exempt Obligations" in
accordance with the provisions of paragraph(3) of subsection(b) of Section 265 of the Code.
10. The City 's employer identification number is 74-1812576.
G. No Abusive Arbitrage Device.
1. In connection with the issuance of the Notes, the City 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 Notes.
2. In connection with the issuance of the Notes, the City has not employed any
action which has the effect of enabling the City 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]
45707128.4 -4-
ii
FEB 9 2006
EXECUTED AND DELIVERED
{ CITY OF CIBOLO, TEXAS
Mayor
.27
City Manager
45707128.3 -5-
I I
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
1
February 9, 2006
Certified Article-NUmber
CERTIFIED MAIL NO. 7160 3901 9848 9252 1236 7160 3901 9848 9252 1236
RETURN RECEIPT REQUESTED
,SENDERS;RECORD
Internal Revenue Service Center
Ogden, Utah 84201
Re: City of Cibolo, Texas Tax Notes, Series 2006
Ladies and Gentlemen:
I enclose the original and a copy of an Information Return for Tax-Exempt Governmental
Obligations (Form 8038-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,
Suzi E. Crane
Senior Paralegal
/sec
Enclosures
cc: James P. Plummer(Firm)
1 I
45279958.1
r I AUSTIN • DALLAS • HONG KONG• HOUSTON • LONDON • Los ANGELES • MINNEAPOLIS• MUNICH • NEW YORK • SAN ANTONIO •WASHINGTON DC
I._f
i
L__/
Form 8038-G Information Return for Tax-Exempt Governmental Obligations
, , o- 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 ► ❑
1 1 Issuer's name 2 Issuer's employer identification number
L___) City of Cibolo,Texas 74 i 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 02
5 City,town,or post office, state, and ZIP code 6 Date of issue
Cibolo,Texas 78108 2-9-06
7 Name of issue 8 CUSIP number
Tax Notes,Series 2006 N/A
L_'
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
R' 11 CIEducation 11
12 ❑ Health and hospital 12
13 ❑ Transportation 13
14 [1 Public safety 14 3,000,000
15 ❑ Environment(including sewage bonds) . 15
16 0 Housing 16
17 ❑ Utilities . 17
18 ❑ Other. Describe ► 18
Iv. 0- r
19 If obligations are TANS or RANs, check box ❑ If obligations are BANs, check box ❑
20 If obligations are in the form of a lease or installment sale, check box ► ❑ ��
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 2-1-13 $ 3,000,000 $ 3,000,000 4.1 years 3.8302 o�o
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)) 23 3,000,000
24 Proceeds used for bond issuance costs(including underwriters'discount) . 24 56,000
25 Proceeds used for credit enhancement 25 j
T 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 56.000
30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here). . 30 2,944,000
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
-1 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 10-
34
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
b Enter the final maturity date of the guaranteed investment contract P.
_ 37 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 ► ❑ 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 . ►
39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box ► ❑
40 If the issuer has identified a hedge, check box ► ❑
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 orre •,and complete.
Sign /
Here ��
ic#4 � G� 2-9-06 Johnny Sutton,Mayor
Signat •-of ssuer's auth, ize• representative Date V Type or print name and title
For Paperwork R-:u• ion Act • " e, see page 2 of the Instructions. cat.No.63773S Form 8038-G (Rev 11-2000)
,`\lt 4,1
ATTORNEY GENERAL OF TEXAS
Ij
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 Tax Note, Series 2006 (the "Note") in the
principal amount of$3,000,000 for approval. The Note is dated February 1, 2006,
numbered T-1,and was authorized by an Ordinance of the Issuer passed on February
7, 2006.
I have examined the law and such certified proceedings and other papers as I deem
necessary to render this opinion.
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 express no opinion relating to any official statement or any other offering material relating
to the Note.
Based on my examination,I am of the opinion,as of the date hereof and under existing law,
as follows:
(1) The Note has been issued in accordance with law and is a valid and binding
obligation of the Issuer.
(2) The Note is payable from the proceeds of an annual ad valorem tax levied, within
the limits prescribed by law, upon all taxable property within the Issuer.
Therefore,the Note is approved.
Al I II hi
o -y Gen-ra', of the State of Texas
I -
No.44441
Book No.2006A
MAA -
POST OFFICE Box 12548, AUSTIN, TEXAS 78711-2548 TEL (512)463-2100 WWW OAG STATE TX US
An Equal Employment Opportunity Employer Printed on Recycled Paper
1
OFFICE OF COMPTROLLER
' OF THE STATE OF TEXAS
I, Carole Keeton Strayhorn, Comptroller of Public Accounts of the
1-1 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 Tax Note, Series 2006
numbered T-1, of the denomination of $ 3,000,000, dated February 1, 2006,
as authorized by issuer, interest 3.83 percent, under and by authority of
which said note was registered in the office of the Comptroller, on the 8th
,day February, 2006, under Registration Number 71033.
Given "under my hand and seal of office, at Austin, Texas, the 8th day
February, 2006.
�� �JSr• 'l"I > f�e•d>7
CAROLE KEETON STRAYHORN
Comptroller of Public Accounts
of the State of Texas
ii
if
1 !
4
OFFICE OF COMPTROLLER
�L OF THE STATE OF TEXAS
I, Melissa Mora, fl 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 February, 2006, I signed the name of the Comptroller to the certificate of registration
endorsed upon the.
City of Cibolo, Texas Tax Note, Series 2006,
numbered TT=1, dated Februar 1, 2006, and that in s.:ning the certificate of registration I used the
following signature.
•
IN WITNESS WHEI O' I have executed th ce tificate this the 8th day February, 2006.
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 described in this certificate have been duly registered in the office of
- the Comptroller, under Registration Number 71033.
GIVEN-under my hand and seal of office at Austin, Texas, this the 8th day February, 2006
CAROLE KEETON STRAYHORN
Comptroller of Public Accounts
of the State of Texas
•
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 ° 2006 FINAL
IN REGARD to the authorization and issuance of the "City of Cibolo, Texas Tax Notes, Series
2006" (the Notes), 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
Notes are issuable in fully registered form only, generally 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 2013, unless redeemed prior to stated maturity in accordance with the terms stated on the face of
the Notes. Interest on the Notes accrues from the dates, at the rates, in the manner, and is payable on the
dates as provided in the ordinance authorizing the issuance of the Notes(the Ordinance).
WE HAVE SERVED AS BOND COUNSEL for the City solely to pass upon the legality and
validity of the issuance of the Notes under the laws of the State of Texas and with respect to the
exemption of the interest on the Notes 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. We express no
opinion and make no comment with respect to the sufficiency of the security for or the marketability of
the Notes.
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 Notes,
including the Ordinance; certificates executed by officers of the City relating to the expected use of
proceeds of the Notes and certain other funds of the City and to certain other facts within the knowledge
and control of the City; and such other material, including an examination of the Note 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 Notes have been duly
authorized and issued in conformity with the laws of the State of Texas now in force and that the Notes
are valid and legally binding 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 other similar laws affecting creditors' rights or the
exercise of judicial discretion in accordance with general principles of equity. The Notes are payable
from the levy of an ad valorem tax, within the limitations prescribed by law, upon all taxable property in
the City.
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 representations and certifications of
45707140.2
1 ,
Legal Opinion of Fulbright&Jaworski L.L.P. in connection with the authorization and issuance of
"CITY OF CIBOLO,TEXAS TAX NOTES,SERIES 2006"
the City made in a certificate of even date herewith pertaining to the use, expenditure, and investment of
the proceeds of the Notes, under existing statutes, regulations, published rulings, and court decisions
(1)interest on the Notes 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 Notes 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 Notes, 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 of interest on, or the
acquisition or disposition of, the Notes. Ownership of tax-exempt obligations such as the Notes 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 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.
45707140.2 -2-
�_J
February 7, 2006
Ms. Melissa Mora
Cash and Securities Management Division
_ I Comptroller of Public Accounts
208 East 10th Street, 6th Floor, Room 636
Austin, Texas 78701-2407
Re: "City of Cibolo, Texas Tax Notes, Series 2006"
Dear Ms. Mora:
The Initial Note prepared in connection with the captioned financing will be delivered to
!, it you by the Attorney General, when approved by him. We request that you register the Initial
Note on behalf of the City and, when so registered, mail it, along with the approving opinions,
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,
Ma,or or
•f Cibolo exas
45707146.1
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 Tax Notes, Series 2006
Dear Ms. Santos:
S_J
The payment for and delivery of the Notes to the initial purchasers is to occur at your Bank.
j ( Preliminary to the delivery of the Notes, you will receive a single fully-registered obligation in the total
principal amount of the Notes (the Initial Obligation) from the Comptroller of Public Accounts of the
State of Texas,together with the approving opinion of the Attorney General. When you receive the Initial
Obligation, please forward it, together with the approving opinion of the Attorney General, by overnight
delivery, to the firm of Fulbright& Jaworski L.L.P., 300 Convent Street, Suite 2200, San Antonio, Texas
78205, Attn: W. Jeffrey Kuhn, for their examination and review. After the examination of the Initial
Obligation by such firm, it will be returned to you, and thereupon you are authorized to deliver it to the
initial purchaser thereof, or their order,upon payment being made therefor in immediately available funds
in accordance with the terms of the enclosed Receipt.
When payment for the Initial Obligation has occurred,please transmit the proceeds thereof by the
fastest means available in immediately available funds to the City'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 and Certificate as to Tax Exemption, and return the remaining copies of such
f 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,
j
Ma •
• if Cibolo,"exas
i !
45707142.1
I
RECEIPT
THE STATE OF TEXAS §
COUNTY OF GUADALUPE §
CITY OF CIBOLO §
THE UNDERSIGNED HEREBY CERTIFIES that:
—' 1. This receipt is executed and delivered with respect to the "CITY OF CIBOLO,
TEXAS TAX NOTES, SERIES 2006", dated February 1, 2006, in the aggregate principal
amount of$3,000,000 (the Notes). The issuer of the Notes is the City of Cibolo, Texas, located
in Guadalupe County, Texas (the City).
2. On the date shown hereof,the Notes were delivered to the initial purchaser:
Bank of America,N.A.
3. All of the Notes have been paid for in full by the initial purchaser concurrently
with the delivery of this receipt, and the City has received the agreed purchase price for the
Notes, as follows:
Principal Amount $3,000,000
Accrued Interest 0
Plus Original Issue Premium 0
Less Original Issue Discount 0
Total Amount Received $3,000,000
4. The undersigned has executed this receipt in the capacity hereinafter shown for
_i and on behalf of the City.
FEB 9 2006
EXECUTED AND DELIVERED,this
Li 1/' _/
Ma •r r
C. y if Cibo exas
45707138.2
J