ORD 1217 09/26/2017DRAFT 9/12/2017
c„a�r r o
r ex"As
"City of Choice"
ORDINANCE NO. 121-7
AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF CIBOLO,
TEXAS AUTHORIZING THE ISSUANCE OF "CITY OF CIBOLO, TEXAS
GENERAL OBLIGATION REFUNDING BONDS, SERIES 2017",
LEVYING AN ANNUAL AD VALOREM TAX, WITHIN THE
LIMITATIONS PRESCRIBED BY LAW, FOR THE PAYMENT OF THE
BONDS; PRESCRIBING THE FORM, TERMS, CONDITIONS, AND
RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE
ISSUANCE, SALE, AND DELIVERY OF THE BONDS, INCLUDING THE
APPROVAL AND DISTRIBUTION OF AN OFFICIAL STATEMENT
PERTAINING THERETO, IF ANY; AUTHORIZING THE EXECUTION
OF A PAYING AGENT/REGISTRAR AGREEMENT, A PURCHASE
CONTRACT, AND AN ESCROW AND TRUST AGREEMENT;
COMPLYING WITH THE LETTER OF REPRESENTATIONS ON FILE
WITH THE DEPOSITORY TRUST COMPANY; DELEGATING THE
AUTHORITY TO CERTAIN MEMBERS OF THE CITY COUNCIL AND
CITY STAFF TO APPROVE AND EXECUTE CERTAIN DOCUMENTS
RELATING TO THE SALE OF THE BONDS; AND PROVIDING AN
EFFECTIVE DATE
WHEREAS, the City Council (the City Council) of the City of Cibolo, Texas (the City) has
heretofore issued, sold, and delivered, and there are currently outstanding obligations in the
aggregate original principal amount of $7,875,000 being the obligations set forth on Schedule I
hereto which is incorporated by reference for all purposes to this ordinance (the Refunded
Obligations); and
WHEREAS, the City Council intends to issue an aggregate principal amount of
$ in general obligation refunding bonds the proceeds of which will be utilized to
provide for the (i) refunding of the Refunded Obligations and (ii) payment of the costs of issuance
of the general obligation refunding bonds; and
WHEREAS, pursuant to the provisions of Chapter 1207, as amended, Texas Government
Code (the Act), the City Council is authorized to issue refunding bonds and deposit the proceeds
82508208.4
of sale under an escrow agreement to provide for the payment of the Refunded Obligations, and
such deposit, when made in accordance with the Act, shall constitute the making of firm banking
and financial arrangements for the discharge and final payment of the Refunded Obligations; and
WHEREAS, the Act permits that the deposit of the proceeds from the sale of the refunding
bonds be deposited directly with any designated escrow agent which is not the depository bank of
the City; and
WHEREAS, when firm banking arrangements have been made for the payment of principal
of and interest to the stated maturity or redemption date of the Refunded Obligations, then the
Refunded Obligations shall no longer be regarded as outstanding except for the purpose of
receiving payment from the funds provided for such purpose and may not be included in or
considered to be an indebtedness of the City for the purpose of a limitation on outstanding
indebtedness or taxation or for any other purpose; and
WHEREAS, Wells Fargo Bank, National Association, Minneapolis, Minnesota (as
successor in interest to Wells Fargo Bank, National Association, Austin, Texas) currently serves
as the paying agent for the Refunded Obligations; and
WHEREAS, BOKF, NA, Austin, Texas, which is not a depository bank of the City, is
hereby appointed as the Escrow Agent (hereinafter defined) and the Paying Agent/Registrar
(hereinafter defined) for the general obligation refunding bonds; and
WHEREAS, the City Council also hereby finds and determines that the Refunded
Obligations are scheduled to mature or are subject to being redeemed, not more than twenty (20)
years from the date of the general obligation refunding bonds herein authorized and being issued
to restructure the City's debt service and associated tax rates in the coming years, and such
refunding will result in a net present value benefit of $ and a gross savings of
$ including the City's contribution of $ ; and
WHEREAS, the City Council hereby finds and determines that the issuance of the general
obligation refunding bonds for the purpose of refunding the Refunded Obligations is in the best
interests of the residents of the City, now, therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CIBOLO, TEXAS
SECTION 1. Authorization - Designation - Principal Amount - Purpose. General
obligation refunding bonds of the City shall be and are hereby authorized to be issued in the
aggregate principal amount of AND NO/100 DOLLARS
($, to be designated and bear the title of "CITY OF CIBOLO, TEXAS GENERAL
OBLIGATION REFUNDING BONDS, SERIES 2017" (the Bonds), for the purpose of providing
funds for the (i) discharge and final payment of the Refunded Obligations and (ii) payment of the
costs of issuance of the Bonds, all in conformity with the laws of the State of Texas, particularly
Chapter 1207, as amended, Texas Government Code, an ordinance adopted by the City Council
on September 26, 2017, and the City's Home Rule Charter.
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As authorized by the Act, the Mayor, Mayor Pro Tem, City Manager, Director of Finance,
and/or the City Secretary (each of the foregoing, individually, an Authorized Oficial) are hereby
authorized, appointed, and designated as the officials of the City authorized to individually act on
behalf of the City in selling and delivering the Bonds authorized herein and carrying out the
procedures specified in this Ordinance, including the approval of the aggregate principal amount
of each maturity of the Bonds, the dated date therefor, the redemption provisions therefor, and the
rate of interest to be borne on the principal amount of each such maturity. The Authorized Officials
can determine to sell the Bonds pursuant to a negotiated (public sale or private placement) or
competitive sale based upon the advice of the City's financial advisor. If a negotiated sale, each
Authorized Official is authorized to select the Purchasers (defined herein). Each Authorized
Official, acting for and on behalf of the City, is authorized to execute the Approval Certificate
attached hereto as Schedule II. The Bonds shall be issued in the original principal amount not to
exceed $7,875,000; the maximum maturity of the Bonds will be February 1, 2029; the hue interest
rate (federal arbitrage yield) shall not exceed a rate greater than 5.00% per annum calculated in a
mamzer consistent with the provisions of Chapter 1204, as amended, Texas Government Code, and
the net present value savings resulting from the refunding of the Refunded Obligations shall be at
least 4.00%, excluding the City's cash contribution (if any) and cost of issuance. The execution
of the Approval Certificate shall evidence the sale date of the Bonds by the City to the Purchasers
in accordance with the provisions of the Act. Upon execution of the Approval Certificate, Bond
Counsel is authorized to complete this Ordinance to reflect such final terms applicable to the
Bonds.
SECTION 2. Fully Registered Obligations - Authorized Denominations - Stated
Maturities - Interest Rates — Dated Date. The Bonds shall be issued as fully registered obligations,
without coupons, shall be dated 2017 (the Dated Date), and shall be in
denominations of $5,000 or any integral multiple thereof, and the Bonds shall be lettered "R" and
numbered consecutively from One (1) upward, and principal shall become due and payable on
February 1 in each of the years and in principal amounts (the Stated Maturities) and bear interest
on the unpaid principal from the Closing Date (anticipated to be on or about 12017),
or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid
or duly provided for, to the earlier of redemption or Stated Maturity, at the per annum rates, while
Outstanding, in accordance with the following schedule:
Years of Principal Interest
Stated Maturity Amounts ($) Rates
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Years of Principal Interest
Stated Maturity Amounts M Rates
Interest on the Bonds shall be payable on February 1 and August 1 in each year (each, an
Interest Payment Date), commencing February 1, 2018, while the Bonds are Outstanding.
SECTION 3. Payment of Bonds - Paving Agent/Re ig Strar.
The principal of, prerriium, if any, and the interest on the Bonds, due and payable by reason
of Stated Maturity, redemption or otherwise, shall be payable in any coin or currency of the United
States of America which at the time of payment is legal tender for the payment of public and
private debts, and such payment of principal of, premium, if any, and interest on the Bonds shall
be without exchange or collection charges to the Holder (as hereinafter defined) of the Bonds.
The selection and appointment of BOKF, NA, Austin, Texas (the Paying Agent/Registrar)
to serve as the initial Paying Agent/Registrar for the Bonds is hereby approved and confirmed, and
the City agrees and covenants to cause to be kept and maintained at the corporate trust office of
the Paying Agent/Registrar books and records (the Security Register) for the registration, payment,
and transfer of the Bonds, all as provided herein, in accordance with the terms and provisions of a
Paying Agent/Registrar Agreement, attached, in substantially final form, as Exhibit A hereto, and
such reasonable rules and regulations as the Paying Agent/Registrar and the City may prescribe.
The City covenants to maintain and provide a Paying Agent/Registrar at all times while the Bonds
are Outstanding, and any successor Paying Agent/Registrar shall be (i) a national or state banking
institution or (ii) an association or a corporation organized and doing business under the laws of
the United States of America or of any state, authorized under such laws to exercise trust powers.
Such Paying Agent/Registrar shall be subject to supervision or examination by federal or state
authority and authorized by law to serve as a Paying Agent/Registrar.
The City reserves the right to appoint a successor Paying Agent/Registrar upon providing
the previous Paying Agent/Registrar with a certified copy of a resolution or ordinance terminating
such agency. Additionally, the City agrees to promptly cause a written notice of this substitution
to be sent to each Holder of the Bonds by United States mail, first-class postage prepaid, which
notice shall also give the address of the new Paying Agent/Registrar.
Principal of, premium, if any, and interest on the Bonds, due and payable by reason of
Stated Maturity, redemption, or otherwise, shall be payable only to the registered owner of the
Bonds appearing on the Security Register (the Holder or Holders) maintained on behalf of the City
by the Paying Agent/Registrar as hereinafter provided (i) on the Record Date (hereinafter defined)
for purposes of payment of interest on the Bonds, (ii) on the date of surrender of the Bonds for
purposes of receiving payment of principal thereof upon redemption or at the Bonds' Stated
Maturity, and (iii) on any other date for any other purpose. The City and the Paying
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Agent/Registrar, and any agent of either, shall treat the Holder as the owner of a Bond for purposes
of receiving payment and all other purposes whatsoever, and neither the City nor the Paying
Agent/Registrar, or any agent of either, shall be affected by notice to the contrary.
Principal of and premium, if any, on the Bonds shall be payable only upon presentation
and surrender of the Bonds to the Paying Agent/Registrar at its corporate trust office. Interest on
the Bonds shall be paid to the Holder whose name appears in the Security Register at the close of
business on the fifteenth day of the month next preceding an Interest Payment Date for the Bonds
(the Record Date) and shall be paid (i) by check sent on or prior to the appropriate date of payment
by United States mail, first-class postage prepaid, by the Paying Agent/Registrar, to the address of
the Holder appearing in the Security Register or (ii) by such other method, acceptable to the Paying
Agent/Registrar, requested in writing by the Holder at the Holder's risk and expense.
If the date for the payment of the principal of, premium, if any, or interest on the Bonds
shall be a Saturday, a Sunday, a legal holiday, or a day on which banking institutions in the city
where the corporate trust office of the Paying Agent/Registrar is located are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day which is
not such a day. The payment on such date shall have the same force and effect as if made on the
original date any such payment on the Bonds was due.
In the event of a non-payment of interest on a scheduled payment date, and for thirty (30)
days thereafter, a new record date for such interest payment (a Special Record Date) will be
established by the Paying Agent/Registrar, if and when funds for the payment of such interest have
been received from the City. Notice of the Special Record Date and of the scheduled 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 of a Bond
appearing on the Security Register at the close of business on the last business day next preceding
the date of mailing of such notice.
SECTION 4. Redemption.
A. Mandatory Redemption of Term Bond. The Bonds stated to mature on February 1,
20 and February 1, 20_ are referred to herein as the "Term Bonds". The Term Bonds are
subj ect to mandatory sinking fund redemption prior to their stated maturities from money required
to be deposited in the Bond Fund for such purpose and shall be redeemed in part, by lot or other
customary method, at the principal amount thereof plus accrued interest to the date of redemption
in the following principal amounts on February I in each of the years as set forth below:
Term Bonds
Stated to Mature
on February 1, 20
Principal
Year Amount $
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Term Bonds
Stated to Mature
on February
Principal
Year Amount ($)
*Payable at Stated Maturity
The principal amount of a Term Bond required to be redeemed pursuant to the operation
of such mandatory redemption provisions shall be reduced, at the option of the City, by the
principal amount of any Term Bonds of such Stated Maturity which, at least 50 days prior to the
mandatory redemption date (1) shall have been defeased or acquired by the City and delivered to
the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the
Paying Agent/Registrar at the request of the City with money in the Bond Fund, or (3) shall have
been redeemed pursuant to the optional redemption provisions set forth below and not theretofore
credited against a mandatory redemption requirement.
B. Optional Redemption. The Bonds having Stated Maturities on and after
February 1, 2027 shall be subject to redemption prior to Stated Maturity, at the option of the City,
on February 1, 2026, or on any date thereafter, 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.
C. Exercise of Redemption Option. At least forty-five (45) days prior to a date set for
the redemption of Bonds (unless a shorter notification period shall be satisfactory to the Paying
Agent/Registrax), the City shall notify the Paying Agent/Registrar of its decision to exercise the
right to redeem Bonds, the principal amount of each Stated Maturity to be redeemed, and the date
set for the redemption thereof. The decision of the City to exercise the right to redeem Bonds shall
be entered in the minutes of the governing body of the City.
D. Selection of Bonds for Redem to ion. If less than all Outstanding Bonds of the same
Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar shall select
at random and by lot the Bonds to be redeemed, provided that if less than the entire principal
amount of a Bond is to be redeemed, the Paying Agent/Registrar shall treat such Bond then subj ect
to redemption as representing the number of Bonds Outstanding which is obtained by dividing the
principal amount of such Bond by $5,000.
E. Notice of Redemption. Not less than thirty (3 0) days prior to a redemption date for
the Bonds, 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 Bond to be redeemed, in whole or in part, at the address of the Holder appearing on the Security
Register at the close of business on the business day next preceding the date of mailing such notice,
and any notice of redemption so mailed shall be conclusively presumed to have been duly given
irrespective of whether received by the Holder. This notice may also be published once in a
financial publication, journal, or reporter of general circulation among securities dealers in the City
of New York, New York (including, but not limited to, The Bond Buyer and The Wall Street
Journal), or in the State of Texas (including, but not limited to, The Texas Bond Reporter).
All notices of redemption shall (i) specify the date of redemption for the Bonds, (ii) identify
the Bonds to be redeemed and, in the case of a portion of the principal amount to be redeemed, the
principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state that the Bonds,
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or the portion of the principal amount thereof to be redeemed, shall become due and payable on
the redemption date specified, and the interest thereon, or on the portion of the principal amount
thereof to be redeemed, shall cease to accrue from and after the redemption date, and (v) specify
that payment of the redemption price for the Bonds, or the principal amount thereof to be
redeemed, shall be made at the corporate trust office of the Paying Agent/Registrar only upon
presentation and surrender thereof by the Holder.
If a Bond is subject by its terms to redemption and has been called for redemption and
notice of redemption thereof has been duly given or waived as herein provided, such Bond (or the
principal amount thereof to be redeemed) so called for redemption shall become due and payable,
and if money sufficient for the payment of such Bonds (or of the principal amount thereof to be
redeemed) at the then applicable redemption price is held for the purpose of such payment by the
Paying Agent/Registrar, then on the redemption date designated in such notice, interest on the
Bonds (or the principal amount thereof to be redeemed) called for redemption shall cease to accrue
and such Bonds shall not be deemed to be Outstanding in accordance with the provisions of this
Ordinance.
F. Transfer/Exchange of Bonds. Neither the City nor the Paying Agent/Registrar shall
be required (1) to transfer or exchange any Bond during a period beginning forty-five (45) days
prior to the date fixed for redemption of the Bonds or (2) to transfer or exchange any Bond selected
for redemption; provided, however, such limitation of transfer shall not be applicable to an
exchange by the Holder of the unredeemed balance of a Bond which is subject to redemption in
part.
SECTION 5. Execution - Registration. The Bonds shall be executed on behalf of the City
by its Mayor or Mayor Pro Tem under the seal of the City reproduced or impressed thereon and
attested by its City Secretary. The signature of any of said officers on the Bonds may be manual
or facsimile. Bonds bearing the manual or facsimile signatures of individuals who were, at the
time of the Dated Date, the proper officers of the City shall bind the City, notwithstanding that
such individuals or either of them shall cease to hold such offices prior to the delivery of the Bonds
to the Purchasers (hereinafter defined), all as authorized and provided in Chapter 1201, as
amended, Texas Government Code.
No Bond shall be entitled to any right or benefit under this Ordinance, or be valid or
obligatory for any purpose, unless there appears on such Bond either a certificate of registration
substantially in the form provided in Section 8C, executed by the Comptroller of Public Accounts
of the State of Texas or his duly authorized agent by manual signature, or a certificate of
registration substantially in the form provided in Section 8D, executed by the Paying
Agent/Registrar by manual signature, and either such certificate upon any Bond shall be conclusive
evidence, and the only evidence, that such Bond has been duly certified or registered and delivered.
SECTION 6. Registration - Transfer - Exchange of Bonds - Predecessor Bonds. The
Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and
address of every owner of the Bonds, or, if appropriate, the nominee thereof. Any Bond may, in
accordance with its terms and the terms hereof, be transferred or exchanged for Bonds of other
authorized denominations upon the Security Register by the Holder, in person or by his duly
authorized agent, upon surrender of such Bond to the Paying Agent/Registrar for cancellation,
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accompanied by a written instrument of transfer or request for exchange duly executed by the
Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar.
Upon surrender for transfer of any Bond at the corporate trust office of the Paying
Agent/Registrar, the City shall execute and the Paying Agent/Registrar shall register and deliver,
in the name of the designated transferee or transferees, one or more new Bonds of authorized
denomination and having the same Stated Maturity and of a like interest rate and aggregate
principal amount as the Bond or Bonds surrendered for transfer.
At the option of the Holder, Bonds may be exchanged for other Bonds of authorized
denominations and having the same Stated Maturity, bearing the same rate of interest and of like
aggregate principal amount as the Bonds surrendered for exchange upon surrender of the Bonds
to be exchanged at the corporate trust office of the Paying Agent/Registrar. Whenever any Bonds
are so surrendered for exchange, the City shall execute, and the Paying Agent/Registrar shall
register and deliver, the Bonds to the Holder requesting the exchange.
All Bonds issued upon any transfer or exchange of Bonds shall be delivered at the corporate
bust office of the Paying Agent/Registrar, or be sent by registered mail to the Holder at his request,
risk, and expense, and upon the delivery thereof, the same shall be the valid and binding obligations
of the City, evidencing the same obligation to pay, and entitled to the same benefits under this
Ordinance, as the Bonds surrendered upon such transfer or exchange.
All transfers or exchanges of Bonds pursuant to this Section shall be made without expense
or service charge to the Holder, except as otherwise herein provided, and except that the Paying
Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any
tax or other governmental charges required to be paid with respect to such transfer or exchange.
Bonds canceled by reason of an exchange or transfer pursuant to the provisions hereof are
hereby defined to be Predecessor Bonds, evidencing all or a portion, as the case may be, of the
same debt evidenced by the new Bond or Bonds registered and delivered in the exchange or
transfer therefor. Additionally, the term Predecessor Bonds shall include any Bond registered and
delivered pursuant to Section 17 in lieu of a mutilated, lost, destroyed, or stolen Bond which shall
be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Bond.
SECTION 7. Initial Bond. The Bonds herein authorized shall be initially issued as either
(i) a single fully registered Bond in the aggregate principal amount of $ with principal
installments to become due and payable as provided in Section 2 hereof and numbered T-1, or (ii)
as one (1) fully registered Bond for each year of Stated Maturity in the applicable principal amount
and denomination and to be numbered consecutively from T-1 and upward (the Initial Bond), and
the Initial Bond shall be registered in the name of the Purchasers or the designee thereof. The
Initial Bond shall be the Bonds submitted to the Office of the Attorney General of the State of
Texas for approval, 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
Bond, the Paying Agent/Registrar, pursuant to written instructions from the Purchasers, or the
designee thereof, shall cancel the Initial Bond delivered hereunder and exchange therefor definitive
Bonds of like kind and of authorized denominations, Stated Maturities, principal amounts bearing
applicable interest rates, and shall be lettered "R" and numbered consecutively from one (1)
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upward for transfer and delivery to the Holders named at the addresses identified therefor; all
pursuant to and in accordance with such written instructions from the Purchasers, or the designee
thereof, and such other information and documentation as the Paying Agent/Registrar may
reasonably require.
SECTION 8. Forms.
A. Forms Generally. The Bonds, the Registration Certificate of the Comptroller of
Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar, and
the form of Assignment to be printed on each of the Bonds shall be substantially in the forms set
forth in this Section with such appropriate insertions, omissions, substitutions, and other variations
as are permitted or required by this Ordinance and may have such letters, numbers, or other marks
of identification (including insurance legends in the event the Bonds, or any Stated Maturities
thereof, are insured and identifying numbers and letters of the Committee on Uniform Securities
Identification Procedures of the American Bankers Association) and such legends and
endorsements (including insurance legends and any reproduction of an opinion of Bond Counsel
(hereinafter referenced)) thereon as may, consistent herewith, be established by the City or
determined by the officers executing the Bonds as evidenced by their execution thereof. Any
portion of the text of any Bond may be set forth on the reverse thereof, with an appropriate
reference thereto on the face of the Bond.
The definitive Bonds shall be printed, lithographed, or engraved, produced by any
combination of these methods, or produced in any other similar manner, all as determined by the
officers executing the Bonds as evidenced by their execution thereof, but the Initial Bond
submitted to the Attorney General of Texas may be typewritten or photocopied or otherwise
reproduced.
[The remainder of this page intentionally left blank.]
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B. Form of Definitive Bond.
REGISTERED REGISTERED
NO. PRINCIPAL AMOUNT
United States of America
State of Texas
County of Guadalupe
CITY OF CIBOLO, TEXAS
GENERAL OBLIGATION REFUNDING BONDS,
SERIES 2017
Dated Date: Interest Rate: Stated Maturity: CUSIP NO:
2017
REGISTERED OWNER:
PRINCIPAL AMOUNT:
The City of Cibolo, Texas (the City), a body corporate and a municipal corporation in the
Comity 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 (anticipated to occur on or about
_, 2017) or from the most recent Interest Payment Date (hereinafter defined) to
which interest has been paid or duly provided for, until such Principal Amount has become due
and payment thereof has been made or duly provided for, to the earlier of redemption or Stated
Maturity, while Outstanding, at the per annum rate of interest specified above computed on the
basis of a 360 -day year of twelve 30 -day months; such interest being payable on February 1 and
August 1 of each year (each, an Interest Payment Date), commencing February 1, 2018.
Principal and premium, if any, on this Bond shall be payable to the Registered Owner
hereof (the Holder), upon presentation and surrender at the corporate trust office of the Paying
Agent/Registrar executing the registration certificate appearing hereon or a successor thereof.
Interest shall be payable to the Holder of this Bond (or one or more Predecessor Bonds, as defined
in the Ordinance hereinafter referenced) whose name appears on the Security Register maintained
by the Paying Agent/Registrar at the close of business on the Record Date, which is the fifteenth
day of the month next preceding each interest payment date. All payments of principal of, and
interest on this Bond shall be in any coin or currency of the United States of America which at the
time of payment is legal tender for the payment of public and private debts. Interest shall be paid
by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by
United States mail, first-class postage prepaid, to the Holder hereof at the address appearing in the
Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by
the Holder hereof at the Holder's risk and expense.
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This Bond is one of the series specified in its title issued in th@ aggregate principal amount
of $ (the Bonds) pursuant to an ordinance adopted by the governing body of the City
(the Ordinance), for the purpose of providing funds for the (i) discharge and final payment of the
Refunded Obligations and (ii) payment of the costs of issuance of the general obligation refunding
bonds, under and in strict conformity with the laws of the State of Texas, including Chapter 1207,
as amended, Texas Government Code, and the City's Home Rule Charter.
As specified in the Ordinance, the Bonds stated to mature on February 1, 20_ and
February 1, 20_ are referred to herein as the "Term Bonds". The Term Bonds are subject to
mandatory sinldng fund redemption prior to their stated maturities from money required to be
deposited in the Bond Fund for such purpose and shall be redeemed in part, by lot or other
customary method, at the principal amount thereof plus accrued interest to the date of redemption
in the following principal amounts on February 1 in each of the years as set forth below:
Term Bonds
Stated to Mature
on February 1, 20
Principal
Year Amount M
*Payable at Stated Maturity
Term Bonds
Stated to Mature
on February
Principal
Year Amount M
The principal amount of a Term Bond required to be redeemed pursuant to the operation
of such mandatory redemption provisions shall be reduced, at the option of the City, by the
principal amount of any Term Bonds of such Stated Maturity which, at least 50 days prior to the
mandatory redemption date (1) shall have been defeased or acquired by the City and delivered to
the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the
Paying Agent/Registrar at the request of the City with money in the Bond Fund, or (3) shall have
been redeemed pursuant to the optional redemption provisions set forth below and not theretofore
credited against a mandatory redemption requirement.
As specified in the Ordinance, the Bonds having Stated Maturities on and after February
1, 2027 shall be subject to redemption prior to their Stated Maturities, at the option of the City, on
February 1, 2026, or on any date thereafter, in whole or in part in principal amounts of $5,000 or
any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by the
Paying Agent/Registrar) at the redemption price of par, together with accrued interest to the date
of redemption, and upon thirty (30) days prior written notice being given by United States mail,
first-class postage prepaid, to Holders of the Bonds to be redeemed, and subject to the terms and
provisions relating thereto contained in the Ordinance. If this Bond is subject to redemption prior
to Stated Maturity and is in a denomination in excess of $5,000, portions of the principal sum
hereof in installments of $5,000 or any integral multiple thereof may be redeemed, and, if less than
all of the principal sum hereof is to be redeemed, there shall be issued, without charge therefor, to
the Holder hereof, upon the surrender of this Bond to the Paying Agent/Registrar at its corporate
82508208.4 -11-
trust office, a new Bond or Bonds of like Stated Maturity and interest rate in any authorized
denominations provided in the Ordinance for the then unredeemed balance of the principal sum
hereof.
If this Bond (or any portion of the principal sum hereof) shall have been duly called for
redemption and notice of such redemption has been duly given, then upon such redemption date
this Bond (or the portion of the principal sum hereof to be redeemed) shall become due and
payable, and, if the money for the payment of the redemption price and the interest accrued on the
principal amount to be redeemed to the date of redemption is held for the purpose of such payment
by the Paying Agent/Registrar, interest shall cease to accrue and be payable hereon from and after
the redemption date on the principal amount hereof to be redeemed. If this Bond is called for
redemption, in whole or in part, the City or the Paying Agent/Registrar shall not be required to
issue, transfer, or exchange this Bond within forty-five (45) days of the date fixed for redemption;
provided, however, such limitation of transfer shall not be applicable to an exchange by the Holder
of the unredeemed balance hereof in the event of its redemption in part.
The Bonds of this series are payable from the proceeds of an annual ad valorem tax levied
upon all taxable property within the City within the limitations prescribed by law.
Reference is hereby made to the Ordinance, a copy of which is on file in the corporate trust
office of the Paying Agent/Registrar•, and to all of the provisions of which the Holder by his
acceptance hereof hereby assents, for definitions of terms; the description of and the nature and
extent of the tax levied for the payment of the Bonds; the terms and conditions relating to the
transfer or exchange of the Bonds; the conditions upon which the Ordinance may be amended or
supplemented with or without the consent of the Holders; the rights, duties, and obligations of the
City and the Paying Agent/Registrar; the terms and provisions upon which this Bond may be
redeemed or discharged at or prior to the Stated Maturity thereof, and deemed to be no longer
Outstanding thereunder; and for the other terms and provisions specified in the Ordinance.
Capitalized terms used herein have the same meanings assigned in the Ordinance.
This Bond, subject to certain limitations contained in the Ordinance, may be transferred on
the Security Register upon presentation and surrender at the corporate trust office of the Paying
Agent/Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Paying Agent/Registrar duly executed by the Holder hereof, or his duly
authorized agent, and thereupon one or more new fully registered Bonds of the same Stated
Maturity, of authorized denominations, bearing the same rate of interest, and of the same aggregate
principal amount will be issued to the designated transferee or transferees.
The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder
hereof whose name appears on the Security Register (i) on the Record Date as the owner hereof
for purposes of receiving payment of interest hereon, (ii) on the date of surrender of this Bond as
the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity or its
redemption, in whole or in part, and (iii) on any other date as the owner hereof for all other
purposes, and neither the City nor the Paying Agent/Registrar, or any such agent of either, shall be
affected by notice to the contrary. In the event of a non-payment of interest on a scheduled
payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a
Special Record Date) will be established by the Paying Agent/Registrar, if and when funds for the
82508208.4 -12-
payment of such interest have been received from the City. Notice of the Special Record Date and
of the scheduled payment date of the past due interest (the Special Payment Date - which shall be
fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior
to the Special Record Date by United States mail, first-class postage prepaid, to the address of each
Holder appearing on the Security Register at the close of business on the last business day next
preceding the date of mailing of such notice.
It is hereby certified, covenanted, and represented that all acts, conditions, and things
required to be performed, exist, and be done precedent to the issuance of this Bond in order to
render the same a legal, valid, and binding obligation of the City have been performed, exist, and
have been done, in regular and due time, form, and manner, as required by the laws of the State of
Texas and the Ordinance, and that the issuance of the Bonds does not exceed any constitutional or
statutory limitation; and that due provision has been made for the payment of the principal of,
premium if any, and interest on the Bonds by the levy of a tax as aforestated. In case any provision
in this Bond or any application thereof shall be deemed invalid, illegal, or unenforceable, the
validity, legality, and enforceability of the remaining provisions and applications shall not in any
way be affected or impaired thereby. The terms and provisions of this Bond and the Ordinance
shall be construed in accordance with and shall be governed by the laws of the State of Texas.
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82508208.4 -13-
IN WITNESS WHEREOF, the City has caused this Bond to be duly executed under its official
seal.
ATTEST:
City Secretary
(CITY SEAL)
CITY OF CIBOLO, TEXAS
Mayor
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82508208.4 -14-
C. *Form of Registration Certificate of Comptroller of Public Accounts to Appear on
Initial Bond Only.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER OF
PUBLIC ACCOUNTS
REGISTER NO,
THE STATE OF TEXAS
I HEREBY CERTIFY that this Bond has been examined, certified as to validity and
approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of
Public Accounts of the State of Texas.
WITNESS my signature and seal of office this
Comptroller of Public Accounts
of the State of Texas
(SEAL)
* Note to Printer: Not to appear on printed Bonds
D. Form of Certificate of Paying Agent/Registrar to Appear on Definitive Bonds Only.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Bond has been duly issued under the provisions of the within -mentioned Ordinance;
the Bond or Bonds of the above -entitled and designated series originally delivered having been
approved by the Attorney General of the State of Texas and registered by the Comptroller of Public
Accounts, as shown by the records of the Paying Agent/Registrar.
Registered this date: BOKF, NA, Austin, Texas, as Paying
Agent/Registrar
Authorized Signature
82508208.4 -15-
E. Form of Assignment.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print
or typewrite name, address, and zip code of transferee):
(Social Security or other identifying number):
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Bond on the books kept for registration
thereof, with full power of substitution in the premises.
DATED:
NOTICE: The signature on this assignment must correspond
with the name of the registered owner as it appears on the
face of the within Bond in every particular.
Signature guaranteed:
F. The Initial Bond shall be in the respective forms set forth in paragraph B of this
Section, except that the form of a single fully registered Initial Bond shall be modified as follows:
(i) immediately under the name of the Bond 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 stated to mature on the first day of February in each
of the years and in principal amounts and bearing interest at per annum rates in accordance with
the following schedule:
Years of Principal Interest
Stated Maturity Amounts ($) Rates
(Information to be inserted from
schedule in Section 2 hereof).
82508208.4 -16-
(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 (anticipated to occur on or about
_, 2017), or from the most recent Interest Payment Date (hereinafter defined) to which interest
has been paid or duly provided for until the Principal Amount has become due and payment thereof
has been made or duly provided for, to the earlier of redemption or Stated Maturity, at the per
annum rates of interest specified above computed on the basis of a 360 -day year of twelve 30 -day
months; such interest being payable on February 1 and August 1 of each year (each an Interest
Payment Date), commencing February 1, 2018.
Principal of this Bond shall be payable to the Registered Owner hereof (the Holder), upon
its presentation and surrender to Stated Maturity or prior redemption, while Outstanding, at the
corporate trust office of BOKF, NA, Austin, Texas (the Paying Agent/Registrar). Interest shall be
payable to the Holder of this Bond whose name appears on the Security Register maintained by
the Paying Agent/Registrar at the close of business on the Record Date, which is the fifteenth day
of the month next preceding each interest payment date. All payments of principal of and interest
on this Bond shall be in any coin or currency of the United States of America which at the time of
payment is legal tender for the payment of public and private debts. Interest shall be paid by the
Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United
States mail, first-class postage prepaid, to the Holder hereof at the address appearing in the Security
Register or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at
the risk and expense of, the Holder hereof.
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82508208.4 -17-
G. Insurance Legend. If bond insurance is obtained by the City or the Purchasers for
the Bonds, the Definitive Bonds and the Initial Bond shall bear an appropriate legend as provided
by the insurer.
SECTION 9. Definitions. For all purposes of this Ordinance (as defined below), except
as otherwise expressly provided or unless the context otherwise requires: (i) the terms defined in
this Section have the meanings assigned to them in this Section, and certain terms used in
Sections 21 and 3 8 of this Ordinance have the meanings assigned to them in such Sections, and all
such terms include the plural as well as the singular; (ii) all references in this Ordinance to
designated "Sections" and other subdivisions are to the designated Sections and other subdivisions
of this Ordinance as originally adopted; and (iii) the words "herein", "hereof', and "hereunder"
and other words of similar import refer to this Ordinance as a whole and not to any particular
Section or other subdivision.
A. The term Authorized Officials shall mean the Mayor, Mayor Pro Tem, the City
Manager, the Director of Finance, and/or the City Secretary.
B. The term Bond Fund shall mean the special fund created and established by the
provisions of Section 10 of this Ordinance.
C. The term Bonds shall mean the $ "CITY OF CIBOLO, TEXAS
GENERAL OBLIGATION REFUNDING BONDS, SERIES 2017" authorized by this Ordinance.
D. The term City shall mean City of Cibolo, located in the County of Guadalupe, Texas
and, where appropriate, the City Council of the City.
E. The term Closing Date shall mean the date of physical delivery of the Initial Bond
in exchange for the payment in full by the Purchasers.
F. The term Debt Service Requirements shall mean, as of any particular date of
computation, with respect to any obligations and with respect to any period, the aggregate of the
amounts to be paid or set aside by the City as of such date or in such period for the payment of the
principal of, premium, if any, and interest (to the extent not capitalized) on such obligations;
assuming, in the case of obligations without a fixed numerical rate, that such obligations bear
interest at the maximum rate permitted by the terms thereof and further assuming in the case of
obligations required to be redeemed or prepaid as to principal prior to Stated Maturity, the principal
amounts thereof will be redeemed prior to Stated Maturity in accordance with the mandatory
redemption provisions applicable thereto.
G. The term Depository shall mean an official depository bank of the City.
H. The term Government Securities, as used herein, shall mean (i) direct noncallable
obligations of the United States, including obligations that are unconditionally guaranteed by, the
United States of America; (ii) noncallable obligations of an agency or instrumentality of the United
States, including obligations that are unconditionally guaranteed or insured by the agency or
instrumentality and that, on the date the governing body of the 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; (iii) noncallable
82508208A -18-
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, or
(iv) any additional securities and obligations hereafter authorized by the laws of the State of Texas
as eligible for use to accomplish the discharge of obligations such as the Bonds.
I. The term Holder or Holders shall mean the registered owner, whose name appears
in the Security Register, for any Bond.
J. The term Interest Payment Date shall mean the date interest is payable on the
Bonds, being February 1 and August 1 of each year, commencing February 1, 2018, while any of
the Bonds remain Outstanding.
K. The term Ordinance shall mean this ordinance adopted by the City Council of the
City on September 26, 2017.
L. The term Outstanding when used in this Ordinance with respect to Bonds shall
mean, as of the date of determination, all Bonds issued and delivered under this Ordinance, except:
(1) those Bonds canceled by the Paying Agent/Registrar or delivered to the
Paying Agent/Registrar for cancellation;
(2) those Bonds for which payment has been duly provided by the City in
accordance with the provisions of Section 23 of this Ordinance; and
(3) those Bonds that have been mutilated, destroyed, lost, or stolen and
replacement Bonds have been registered and delivered in lieu thereof as provided in
Section 17 of this Ordinance.
M. The term Purchasers shall mean the initial purchasers of the Bonds named in
Section 18 of this Ordinance.
N. The term Stated Maturity shall mean the annual principal payments of the Bonds
payable on February 1 of each year, as set forth in Section 2 of this Ordinance.
SECTION 10. Bond Fund; Investments. For the purpose of paying the interest on and to
provide a sinking fund for the payment, redemption, and retirement of the Bonds, there shall be
and is hereby created a special fund to be designated "CITY OF CIBOLO, TEXAS GENERAL
OBLIGATION REFUNDING BONDS, SERIES 2017 INTEREST AND SINKING FUND" (the
Bond Fund), which fund shall be kept and maintained at the Depository, and, money deposited in
such fund shall be used for no other purpose and shall be maintained as provided in Section 21.
Authorized Officials of the City are hereby authorized and directed to make withdrawals from the
Bond Fund sufficient to pay the purchase price or amount of principal of, premium, if any, and
interest on the Bonds as the same become due and payable and shall cause to be transferred to the
Paying Agent/Registrar from money on deposit in the Bond Fund au amount sufficient to pay the
amount of principal and/or interest stated to mature on the Bonds, such transfer of funds to the
Paying Agent/Registrar to be made in such manner as will cause immediately available funds to
82508208.4 -19-
be deposited with the Paying Agent/Registrar on or before the business day next preceding each
interest and principal payment date for the Bonds.
Pending the transfer of funds to the Paying Agent/Registrar, money deposited in any fund
created and established pursuant to the provisions of this Ordinance, at the option of the City, may
be placed in time deposits, certificates of deposit, guaranteed investment contracts, or similar
contractual agreements as permitted by the provisions of the Public Funds Investment Act, as
amended, Chapter 2256, Texas Government Code, secured (to the extent not insured by the Federal
Deposit Insurance Corporation) by obligations of the type hereinafter described, or be invested, as
authorized by any law, including investments held in book -entry form, in securities including, but
not limited to, direct obligations of the United States of America, obligations guaranteed or insured
by the United States of America, which, in the opinion of the Attorney General of the United
States, are backed by its full faith and credit or represent its general obligations, or invested in
indirect obligations of the United States of America, including, but not limited to, evidences of
indebtedness issued, insured or guaranteed by such 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 Bonds.
SECTION 11. Tax Levy. To provide for the payment of the Debt Service Requirements
on the Bonds being (i) the interest on the Bonds and (ii) a sinking fund for their redemption at
Stated Maturity or a sinking fund of 2% (whichever amount shall be the greater), there shall be
and there is hereby levied for the current year and each succeeding year thereafter while the Bonds
or any interest thereon shall remain Outstanding, a sufficient tax, within the limitations prescribed
by law, on each one hundred dollars' valuation of taxable property in the City, adequate to pay
such Debt Service Requirements, full allowance being made for delinquencies and costs of
collection; said tax shall be assessed and collected each year and applied to the payment of the
Debt Service Requirements, and the same shall not be diverted to any other purpose. The taxes so
levied and collected shall be paid into the Bond Fund and are thereafter pledged to the payment of
the Bonds. The City Council 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 Bond Fund; Surplus Bond Proceeds. The City hereby covenants
and agrees to cause to be deposited in the Bond Fund prior to a principal and interest payment date
for the Bonds, 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 Bonds as the same accrues or matures or comes due by reason of Stated Maturity.
82508208A -20-
Accrued interest, if any, received from the Purchasers of the Bonds, along with any taxes
collected pertaining to the Refunded Obligations, after the Closing Date, shall be deposited to the
Bond Fund. In addition, any surplus proceeds from the sale of the Bonds, including investment
income thereon, not expended for authorized purposes shall be deposited in the Bond Fund, and
such amounts so deposited shall reduce the sums otherwise required to be deposited in said fund
from ad valorem taxes.
SECTION 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 Bond Fund or (b) defaults in the
observance or performance of any other of the covenants, conditions, or obligations set forth in
this Ordinance, the Holders of any of the Bonds shall be entitled to seek a writ of mandamus issued
by a court of proper jurisdiction compelling and requiring the governing body of the City and other
officers of the City to observe and perform any covenant, condition, or obligation prescribed in
this Ordinance.
No delay or omission to exercise any right or power accruing upon any default shall impair
any such right or power or shall be construed to be a waiver of any such default or acquiescence
therein, and every such right and power may be exercised from time to time and as often as may
be deemed expedient. The specific remedies herein provided shall be cumulative of all other
existing remedies and the specification of such remedies shall not be deemed to be exclusive.
SECTION 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 appearing in the Security Register at the close of business on the business day next
preceding the mailing of such notice.
In any case where notice to Holders is given by mail, neither the failure to mail such notice
to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of
such notice with respect to all other Holders. Where this Ordinance provides for notice in any
manner, such notice may be waived in writing by the Holder entitled to receive such notice, either
before or after the event with respect to which such notice is given, and such 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 Bonds surrendered for payment, redemption, transfer,
exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly canceled
by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not
already canceled, shall be promptly canceled by the Paying Agent/Registrar. The City may at any
82508208.4 -21-
time deliver to the Paying Agent/Registrar for cancellation any Bonds previously certified or
registered and delivered which the City may have acquired in any manner whatsoever, and all
Bonds so delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled Bonds
held by the Paying Agent/Registrar shall be destroyed as directed by the City.
SECTION 17. Mutilated, Destroyed, Lost, and Stolen Bonds. If (1) any mutilated Bond is
surrendered to the Paying Agent/Registrar, or the City and the Paying Agent/Registrar receive
evidence to their satisfaction of the destruction, loss, or theft of any Bond, and (2) there is delivered
to the City and the Paying Agent/Registrar such security or indemnity as may be required to save
each of them harmless, then, in the absence of notice to the City or the Paying Agent/Registrar that
such Bond has been acquired by a bona fide purchaser, the City shall execute and, upon its request,
the Paying Agent/Registrar shall register and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost, or stolen Bond, a new Bond of the same Stated Maturity and interest
rate and of like tenor and principal amount, bearing a number not contemporaneously Outstanding.
In case any such mutilated, destroyed, lost, or stolen Bond has become or is about to
become due and payable, the City in its discretion may, instead of issuing a new Bond, pay such
Bond.
Upon the issuance of any new Bond or payment in lieu thereof, under this Section, the City
may require payment by the Holder of a sum sufficient to cover any tax or other governmental
charge imposed in relation thereto and any other expenses and charges (including attorney's fees
and the fees and expenses of the Paying Agent/Registrar) connected therewith.
Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost,
or stolen Bond shall constitute a replacement of the prior obligation of the City, whether or not the
mutilated, destroyed, lost, or stolen Bond shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Bonds.
The provisions of this Section are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement and payment of mutilated, destroyed,
lost, or stolen Bonds.
SECTION 18. Sale of Bonds; Approval of Purchase Contract• Official Statement
Approval; Proceeds of Sale. The Bonds authorized by this Ordinance are hereby sold by the City
to as the authorized representative of a
group of underwriters (the Purchasers, having all of the rights, duties, and obligations of a Holder),
in accordance with the provisions of a Purchase Contract (the Purchase Contract), dated
2017, attached hereto as Exhibit B and incorporated herein by reference as a part
of this Ordinance for all purposes. The pricing and terms of the sale of the Bonds are hereby found
and determined to be the most advantageous reasonably obtainable by the City. The Initial Bond
shall be registered in the name of Any Authorized Official is hereby
authorized and directed to execute the Purchase Contract for and on behalf of the City and as the
act and deed of the Board, and in regard to the approval and execution of the Purchase Contract,
the Board hereby finds, determines and declares that the representations, warranties, and
agreements of the City contained in the Purchase Contract are true and correct in all material
respects and shall be honored and performed by the City. Delivery of the Bonds to the Purchasers
82508208.4 -22-
shall occur as soon as practicable after the adoption of this Ordinance, upon payment therefor in
accordance with the terms of the Purchase Contract.
Furthermore, the City hereby ratifies, confirms, and approves in all respects (i) the City's
prior determination that the Preliminary Official Statement was, as of its date, "deemed final" in
accordance with the Rule (hereinafter defined) and (ii) the use and distribution of the Preliminary
Official Statement by the Purchasers in connection with the public offering and sale of the Bonds
is hereby ratified, confirmed and approved in all respects. The final Official Statement, being a
modification and amendment of the Preliminary Official Statement to reflect the terms of sale
(together with such changes approved by an Authorized Official), shall be and is hereby in all
respects approved and the Purchasers are hereby authorized to use and distribute the final Official
Statement, dated 2017, in the reoffering, sale and delivery of the Bonds to the public.
The Mayor, Mayor Pro Tem, and/or City Secretary are further authorized and directed to manually
execute and deliver for and on behalf of the City copies of the Official Statement in final form as
may be required by the Purchasers, and such final Official Statement in the form and content
manually executed by said officials shall be deemed to be approved by the Board and constitute
the Official Statement authorized for distribution and use by the Purchasers. The proper officials
of the City are hereby authorized to execute and deliver a certificate pertaining to such Official
Statement as prescribed therein, dated as of the date of payment for and delivery of the Bonds.
SECTION 19. Escrow and Trust Agreement Approval and Execution; Proceeds of Sale;
Contribution by City. The Escrow and Trust Agreement dated as of September 26, 2017 to be
effective upon the initial delivery of the Bonds to the Purchasers (the Agreement) between the City
and BOKF, NA, Austin, Texas (the Escrow Agent), attached hereto as Exhibit C and incorporated
herein by reference as a part of this Ordinance for all purposes, is hereby approved as to form and
content, and such Agreement in substantially the form and substance attached hereto, together with
such changes or revisions as may be necessary to accomplish the refunding or benefit the City, is
hereby authorized to be executed by the Mayor, Mayor Pro Tem, and City Secretary and on behalf
of the City and as the act and deed of this City Council; and such Agreement as executed by said
officials shall be deemed approved by the City Council and constitute the Agreement herein
approved.
Furthermore, any Authorized Official, or any one or more of said officials, and Bond
Counsel in cooperation with the Escrow Agent are hereby authorized and directed to make the
necessary arrangements for the purchase of the Escrowed Securities referenced in the Agreement
and the initial delivery thereof to the Escrow Agent on the day of delivery of the Bonds to the
Purchasers for deposit to the credit of the "CITY OF CIBOLO, TEXAS GENERAL
OBLIGATION REFUNDING BOND SERIES 2017 ESCROW FUND" (the Escrow Fund),
including the execution of the subscription forms for the purchase and issuance of the "United
States Treasury Securities - State and Local Government Series", if any, for deposit to the Escrow
Fund; all as contemplated and provided by the provisions of the Act, this Ordinance, and the
Agreement.
Irnnediately following the delivery of the Bonds, the proceeds of sale along with a cash
contribution, if any, from the City (less certain costs of issuance, and accrued interest, if any,
received from the Purchasers of the Bonds) shall be deposited with the Escrow Agent for
application and disbursement in accordance with the provisions of the Agreement. The proceeds
82508208.4 -23-
of sale of the Bonds not so deposited with the Escrow Agent for the refunding of the Refunded
Obligations shall be disbursed for payment of costs of issuance and deposited with the place of
payment (of the Refunded Obligations) in an account in the name of the City and applied for the
purposes of providing for the payment of the costs and expenses incurred in connection therewith
or deposited in the Bond Fund for the Bonds, all in accordance with written instructions from the
Authorized Officials.
SECTION 20. Redemption of Refunded Obligations. The Refunded Obligations
referenced in the preamble hereof become subject to redemption prior to their stated maturities at
the price of par, premium, if any, and accrued interest to the date of redemption. The Mayor or
City Secretary shall give written notice to the paying agent/registrar for the Refunded Obligations
and the Escrow Agent that the Refunded Obligations have been called for redemption, and the City
Council orders that such obligations are called for redemption on the date set forth on Schedule I
attached to this Ordinance, and such order to redeem the Refunded Obligations on such date shall
be irrevocable upon the delivery of the Bonds. A copy of the notice of redemption pertaining to
the Refunded Obligations is attached to this Ordinance as Exhibit D and is incorporated herein by
reference for all purposes. The paying agent for the Refunded Obligations is authorized and
instructed to provide notice of this redemption to the holders of the Refunded Obligations in the
form and manner described in the ordinance authorizing the issuance of the Refunded Obligations.
SECTION 21. Covenants to Maintain Tax -Exempt Status.
A. Definitions. When used in this Section, the following terms have the following
meanings:
Closing Date means the date of physical delivery of the Initial Bond in exchange
for the payment in full by the Purchasers.
Code means the Internal Revenue Code of 1986, as amended by all legislation, if
any, effective on or before the Closing Date.
Computation Date has the meaning set forth in Section 1.148-1(b) of the
Regulations.
Gross Proceeds means any proceeds as defined in Section 1.148-1(b) of the
Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of the
Regulations, of the Bonds.
Investment has the meaning set forth in Section 1.148-1(b) of the Regulations.
Nonpurpose Investment means any investment property, as defined in
section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested and which
is not acquired to carry out the governmental purposes of the Bonds.
Rebate Amount has the meaning set forth in Section 1.148-1(b) of the Regulations.
Regulations means any proposed, temporary, or final Income Tax Regulations
issued pursuant to sections 103 and 141 through 150 of the Code, and 103 of the Internal
82508208.4 -24-
Revenue Code of 1954, which are applicable to the Bonds. Any reference to any specific
Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax
Regulation designed to supplement, amend or replace the specific Regulation referenced.
Yield of
(1) any Investment has the meaning set forth in Section 1.148-5 of the
Regulations; and
(2) the Bonds means the yield on the Bonds as calculated pursuant to Section
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 or refinanced directly or indirectly with
Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on
any Bond to become includable in the gross income, as defined in section 61 of the Code, of the
owner thereof for federal income tax purposes. Without limiting the generality of the foregoing,
unless and until the City receives a written opinion of counsel nationally recognized in the field of
municipal bond law to the effect that failure to comply with such covenant will not adversely affect
the exemption from federal income tax of the interest on any Bond, the City shall comply with
each of the specific covenants in this Section.
C. No Private Use or Private Payments. Except to the extent that it will not cause the
Bonds to become "private activity bonds" within the meaning of section 141 of the Code and the
Regulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity of
Bonds:
(1) exclusively own, operate and possess all property the acquisition,
construction or improvement of which is to be financed or refinanced directly or indirectly
with Gross Proceeds of the Bonds (including property financed with Gross Proceeds of the
Refunded Obligations), and not use or permit the use of such Gross Proceeds (including all
contractual arrangements with terms different than those applicable to the general public)
or any property acquired, constructed or improved with such Gross Proceeds in any activity
carried on by any person or entity (including the United States or any agency, department
and instrumentality thereof) other than a state or local government, unless such use is solely
as a member of the general public; and
(2) not directly or indirectly impose or accept any charge or other payment by
any person or entity who is treated as using Gross Proceeds of the Bonds or any property
the acquisition, construction or improvement of which is to be financed or refinanced
directly or indirectly with such Gross Proceeds (including property financed with Gross
Proceeds of the Refunded Obligations), other than taxes of general application within the
City or interest earned on investments acquired with such Gross Proceeds pending
application for their intended purposes.
D. No Private Loan. Except to the extent that it will not cause the Bonds to become
"private activity bonds" within the meaning of section 141 of the Code and the Regulations and
82508208.4 -25-
rulings thereunder, the City shall not use Gross Proceeds of the Bonds to make or finance loans to
any person or entity other than a state or local government. For purposes of the foregoing
covenant, such Gross Proceeds are considered to be "loaned" to a person or entity if: (1) property
acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or
entity in a transaction which creates a debt for federal income tax purposes; (2) capacity in or
service from such property is committed to such person or entity under a take -or -pay, output or
similar contract or arrangement; or (3) indirect benefits, or burdens and benefits of ownership, of
such Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds
are otherwise transferred in a transaction which is the economic equivalent of a loan.
E. Not to Invest at Higher Yield. Except to the extent that it will not cause the Bonds
to become "arbitrage bonds" within the meaning of section 148 of the Code and the Regulations
and rulings thereunder, the City shall not at any time prior to the final Stated Maturity of the Bonds
directly or indirectly invest Gross Proceeds in any Investment, if as a result of such investment the
Yield of any Investment acquired with Gross Proceeds, whether then held or previously disposed
of, materially exceeds the Yield of the Bonds.
F. Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the
Code and the Regulations and rulings thereunder, the City shall not take or omit to take any action
which would cause the Bonds to be federally guaranteed within the meaning of section 149(b) of
the Code and the Regulations and rulings thereunder.
G. Information Report. The City shall timely file the information required by
section 149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form
and in such place as the Secretary may prescribe.
H. Rebate of Arbitrage Profits. Except to the extent otherwise provided in
section 148(f) of the Code and the Regulations and rulings thereunder:
(1) The City shall account for all Gross Proceeds (including all receipts,
expenditures and investments thereof) on its books of account separately and apart from
all other funds (and receipts, expenditures and investments thereof) and shall retain all
records of accounting for at least six years after the day on which the last Outstanding Bond
is discharged. However, to the extent permitted by law, the City may commingle Gross
Proceeds of the Bonds with other money of the City, provided that the City separately
accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired
therewith.
(2) Not less frequently than each Computation Date, the City shall calculate the
Rebate Amount in accordance with rules set forth in section 148(f) of the Code and the
Regulations and rulings thereunder. The City shall maintain such calculations with its
official transcript of proceedings relating to the issuance of the Bonds until six years after
the final Computation Date.
(3) As additional consideration for the purchase of the Bonds by the Purchasers
and the loan of the money represented thereby and in order to induce such purchase by
measures designed to insure the excludability of the interest thereon from the gross income
82508208.4 -26-
of the owners thereof for federal income tax purposes, the City shall pay to the United
States out of the Bond Fund or its general fund, as permitted by applicable Texas statute,
regulation or opinion of the Attorney General of the State of Texas, the amount that when
added to the future value of previous rebate payments made for the Bonds equals (i) in the
case of a Final Computation Date as defined in Section 1.148-3(e)(2) of the Regulations,
one hundred percent (100%) of the Rebate Amount on such date; and (ii) in the case of any
other Computation Date, ninety percent (90%) of the Rebate Amount on such date. In all
cases, the rebate payments shall be made at the times, in the installments, to the place and
in the manner as is or may be required by section 148(f) of the Code and the Regulations
and rulings thereunder, and shall be accompanied by Form 8038-T or such other forms and
information as is or may be required by section 148(f) of the Code and the Regulations and
rulings thereunder.
(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 (18 0) days after discovery of the
error), including payment to the United States of any additional Rebate Amount owed to
it, interest thereon, and any penalty imposed under Section 1.148-3(h) of the Regulations.
I. Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of
the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the
earlier of the Stated Maturity or final payment of the Bonds, enter into any transaction that reduces
the amount required to be paid to the United States pursuant to Subsection H of this Section
because such transaction results in a smaller profit or a larger loss than would have resulted if the
transaction had been at arm's length and had the Yield of the Bonds not been relevant to either
ply.
Bonds Not Hedge Bonds.
(1) At the time the original bonds refunded by the Bonds were issued, the City
reasonably expected to spend at least 85% of the spendable proceeds of such bonds within
three years after such bonds were issued.
(2) Not more than 50% of the proceeds of the original bonds refunded by the
Bonds were invested in Nonpurpose Investments having a substantially guaranteed Yield
for a period of 4 years or more.
K. Qualified Advance Refunding. The Bonds are issued to refund the Refunded
Obligations set forth on Schedule I hereto and certain proceeds thereof will be used more than 90
days before the redemption of such Refunded Obligations. The City represents as follows:
(1) The Bonds are the "first advance refunding" of any original bonds issued
after 1985 and are the "first or second advance refunding" of any original bonds issued
before 1986, both within the meaning of section 149(d)(3) of the Code.
(2) The Refunded Obligations are being called for redemption, and will be
redeemed: (i) in the case of Refunded Obligations issued after 1985, not later than the
82508208A -27-
earliest date on which such bonds may be redeemed and on which the City will realize
present value debt service savings (determined without regard to administrative expenses)
in connection with the issuance of the Bonds; and (ii) in the case of Refunded Obligations
issued before 1986, not later than the earliest date on which such issue may be redeemed
at par or at a premium of 3 percent or less and on which the City will realize present value
debt service savings (determined without regard to administrative expenses) in connection
with the issuance of the Bonds.
(3) The initial temporary period under section 148(c) of the Code will end:
(i) with respect to the proceeds of the Bonds used to refund the Refunded Obligations not
later than 30 days after the date of issue of such Bonds; and (ii) with respect to proceeds of
the Refunded Obligations on the Closing Date if not ended prior thereto.
(4) On and after the date of issue of the Bonds, no proceeds of the Refunded
Obligations will be invested in Nonpurpose Investments having a Yield in excess of the
Yield on such Refunded Obligations.
(5) The Bonds are being issued for the purposes stated in the preamble of this
Ordinance. There is a present value savings associated with the refunding. In the issuance
of the Bonds the City has: (i) neither issued more bonds, nor issued bonds earlier, and will
not allow bonds to remain outstanding longer, than reasonably necessary to accomplish the
governmental purposes for which the Bonds were issued; (ii) not employed an "abusive
arbitrage device" within the meaning of Section 1.148-10(a) of the Regulations; and
(iii) not employed a "device" to obtain a material financial advantage based on arbitrage,
within the meaning of section 149(d)(4) of the Code, apart from savings attributable to
lower interest rates.
L. Elections. The City hereby directs and authorizes any Authorized Official, or any
combination of the foregoing, to make such elections in the Certificate as to Tax Exemption or
similar or other appropriate certificate, form, or document permitted or required pursuant to the
provisions of the Code or the Regulations, as they deem necessary or appropriate in connection
with the Bonds. Such elections shall be deemed to be made on the Closing Date.
M. Qualified Tax -Exempt Obligations. The City hereby designates the Bonds as
qualified tax-exempt obligations for purposes of section 265(b) of the Code. In furtherance of such
designation, the City represents, covenants and warrants the following: (a) during the calendar year
in which the Bonds are issued, the City (including any subordinate entities) has not designated nor
will designate obligations, which when aggregated with the Bonds, will result in more than
$10,000,000 of "qualified tax-exempt obligations" being issued; (b) the City reasonably anticipates
that the amount of tax-exempt obligations issued during the calendar year 2017 by the City
(including any subordinate entities) will not exceed $10,000,000; and (c) the City will take such
action or refrain from such action as is necessary in order that the Bonds will not be considered
"private activity bonds" within the meaning of section 141 of the Code.
SECTION 22. Control and Custody of Bonds. The Mayor shall be and is hereby
authorized to take and have charge of all necessary orders and records pending investigation by
the Attorney General of the State of Texas and shall take and have charge and control of the Bonds
82508208.4 -28-
pending their approval by the Attorney General, the registration thereof by the Comptroller of
Public Accounts and the delivery of the Bonds to the Purchasers.
Furthermore, any Authorized Official, either or all, are hereby authorized and directed to
furnish and execute such documents relating to the City and its financial affairs as may be
necessary for the issuance of the Bonds, the approval of the Attorney General and their registration
by the Comptroller of Public Accounts and, together with the City's financial advisors, Bond
Counsel, and the Paying Agent/Registrar, make the necessary arrangements for the delivery of the
Initial Bond to the Purchasers and the initial exchange thereof for definitive Bonds.
SECTION 23. Satisfaction of Obligation of City. If the City shall pay or cause to be paid,
or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on
the Bonds, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes
levied under this Ordinance and all covenants, agreements, and other obligations of the City to the
Holders shall thereupon cease, terminate, and be discharged and satisfied.
Bonds, or any principal amount(s) thereof, shall be deemed to have been paid within the
meaning and with the effect expressed above in this Section when (i) money sufficient to pay in
full such Bonds or the principal amount(s) thereof on or prior to Stated Maturity, or to the
redemption date therefor, together with all interest due thereon, shall have been irrevocably
deposited with and held in trust by the Paying Agent/Registrar, or an authorized escrow agent,
and/or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying
Agent/Registrar, or an authorized escrow agent, which Government Securities have, in the case of
a net defeasance, been certified by an independent accounting firm to mature as to principal and
interest in such amounts and at such times as will insure the availability, without reinvestment, of
sufficient money, together with any money deposited therewith, if any, to pay when due the
principal of and interest on such Bonds, or the principal amount(s) thereof, 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
for the Bonds. In the event of a gross defeasance of the Bonds, the City shall deliver a certificate
from its financial advisor, the Paying Agent/Registrar, or another qualified third party concerning
the deposit of cash and/or Government Securities to pay, when due, the principal of, redemption
premium (if any), and interest due on any defeased Bonds. The City covenants that no deposit of
money or Government Securities will be made under this Section and no use made of any such
deposit which would cause the Bonds to be treated as arbitrage bonds within the meaning of
section 148 of the Code (as defined in Section 21 hereof).
Any money so deposited with the Paying Agent/Registrar, and all income from
Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent,
pursuant to this Section which is not required for the payment of the Bonds, or any principal
amount(s) thereof, or interest thereon with respect to which such money has been so deposited
shall be remitted to the City or deposited as directed by the City. Furthermore, any money held
by the Paying Agent/Registrar for the payment of the principal of and interest on the Bonds and
remaining unclaimed for a period of three (3) years after the Stated Maturity or applicable
redemption date of the Bonds, such money was deposited and is held in trust to pay shall upon the
request of the City be remitted to the City against a written receipt therefor, subject to the
unclaimed property laws of the State of Texas.
82508208.4 -29-
Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided
that any determination not to redeem defeased Bonds that is made in conjunction with the payment
arrangements specified in subsection (i) or (ii) above shall not be irrevocable, provided that: (1) in
the proceedings providing for such defeasance, the City expressly reserves the right to call the
defeased Bonds for redemption; (2) gives notice of the reservation of that right to the owners of
the defeased Bonds immediately following the defeasance; (3) directs that notice of the reservation
be included in any redemption notices that it authorizes; and (4) at the time of the redemption,
satisfies the conditions of (i) or (ii) above with respect to such defeased debt as though it was being
defeased at the time of the exercise of the option to redeem the defeased Bonds, after taking the
redemption into account in determining the sufficiency of the provisions made for the payment of
the defeased Bonds.
SECTION 24. Printed Opinion. The Purchasers' obligation to accept delivery of the
Bonds is subject to its being furnished a final opinion of Norton Rose Fulbright US LLP, San
Antonio, Texas, as Bond Counsel, approving certain legal matters as to the Bonds, said opinion
to be dated and delivered as of the date of initial delivery and payment for such Bonds. Printing
of a true and correct copy of said opinion on the reverse side of each of the Bonds, with appropriate
certificate pertaining thereto executed by facsimile signature of the City Secretary of the City is
hereby approved and authorized.
SECTION 25. CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive
Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on the
definitive Bonds shall be of no significance or effect as regards the legality thereof, and neither
the City nor attorneys approving said Bonds as to legality are to be held responsible for CUSIP
numbers incorrectly printed or typed on the definitive Bonds.
SECTION 26. Effect of Headings. The Section headings herein are for convenience only
and shall not affect the construction hereof.
SECTION 27. Ordinance a Contract; Amendments - Outstanding Bonds. The City
acknowledges that the covenants and obligations of the City herein contained are a material
inducement to the purchase of the Bonds. This Ordinance shall constitute a contract with the
Holders from time to time, shall be binding on the City and its successors and assigns, and shall
not be amended or repealed by the City so long as any Bond remains Outstanding except as
permitted in this Section. The City may, without the consent of or notice to any Holders, from
time to time and at any time, amend this Ordinance in any manner not detrimental to the interests
of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission
herein. In addition, the City may, with the written consent of Holders holding a majority in
aggregate principal amount of the Bonds then Outstanding affected thereby, amend, add to, or
rescind any of the provisions of this Ordinance; provided; however, that, without the consent of
all Holders of Outstanding Bonds, no such amendment, addition, or rescission shall (1) extend the
time or times of payment of the principal of, and interest on the Bonds, reduce the principal amount
thereof, or the rate of interest thereon, or in any other way modify the terms of payment of the
principal of, the redemption price therefor, or interest on the Bonds, (2) give any preference to any
Bond over any other Bond, or (3) reduce the aggregate principal amount of Bonds required for
consent to any such amendment, addition, or rescission.
82508208.4 -30-
SECTION 28. Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is
intended or shall be construed to confer upon any person other than the City, Bond Counsel, Paying
Agent/Registrar, and the Holders, any right, remedy, or claim, legal or equitable, under or by
reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being
intended to be and being for the sole and exclusive benefit of the City, Bond Counsel, the Paying
Agent/Registrar, and the Holders.
SECTION 29. 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 30. 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 31. Governing Law. This Ordinance shall be construed and enforced in
accordance with the laws of the State of Texas and the United States of America.
SECTION 32. Severability. If any provision of this Ordinance or the application thereof
to any person or circumstance shall be held to be invalid, the remainder of this Ordinance and the
application of such provision to other persons and circumstances shall nevertheless be valid, and
the City Council hereby declares that this Ordinance would have been enacted without such invalid
provision.
SECTION 33. Incorporation of Preamble Recitals. The recitals contained in the preamble
hereof are hereby found to be true, and such recitals are hereby made a part of this Ordinance for
all purposes and are adopted as a part of the judgment and findings of the City Council.
SECTION 34. Authorization of Paving Agent/Registrar Agreement. The City Council 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, registration,
and transferability of the Bonds. A copy of the Paying Agent/Registrar Agreement is attached
hereto, in substantially final form, as Exhibit A and is incorporated by reference to the provisions
of this Ordinance.
SECTION 35. Public Meeting. It is officially found, determined, and declared that the
meeting at which this Ordinance is adopted was open to the public and public notice of the time,
place, and subject matter of the public business to be considered at such meeting, including this
Ordinance, was given, all as required by Chapter 551, as amended, Texas Government Code.
SECTION 36. Unavailability of Authorized Publication. If, because of the temporary or
permanent suspension of any newspaper, journal, or other publication, or, for any reason,
publication of notice cannot be made meeting any requirements herein established, any notice
required to be published by the provisions of this Ordinance shall be given in such other manner
and at such time or times as in the judgment of the City or of the Paying Agent/Registrar shall
most effectively approximate such required publication and the giving of such notice in such
82508208.4 -31-
manner shall for all purposes of this Ordinance be deemed to be in compliance with the
requirements for publication thereof.
SECTION 37. No Recourse Against City Officials. No recourse shall be had for the
payment of principal of, premium, if any, or interest on any Bond or for any claim based thereon
or on this Ordinance against any official of the City or any person executing any Bond.
SECTION 38. Continuing Disclosure Undertaking.
A. Definitions.
As used in this Section, the following terms have the meanings ascribed to such terms
below:
EMMtl means the MSRB's Electronic Municipal Market Access system, accessible by the
general public, without charge, on the internet through the uniform resource locator (URL)
h.ttp://www.emma.msrb.c)rg.
MSRB means the Municipal Securities Rulemaking Board.
Rule means SEC Rule 15c2-12, as amended from time to time.
SEC means the United States Securities and Exchange Commission.
B. Annual Reports.
The City shall file annually with the MSRB, (1) within six months after the end of each
fiscal year of the City ending in or after 2017, financial information and operating data with respect
to the City of the general type included in the final Official Statement authorized by Section 18 of
this Ordinance, being the information described in Exhibit E hereto, and (2) if not provided as part
of such financial information and operating data, audited financial statements of the City, when
and if available, Any financial statements so to be provided shall be (i) prepared in accordance
with the accounting principles described in Exhibit E hereto, or such other accounting principles
as the City may be required to employ from time to time pursuant to state law or regulation, and
(ii) audited, if the City commissions an audit of such financial statements and the audit is
completed within the period during which they must be provided. If the audit of such financial
statements is not complete within such period, then the City shall file unaudited financial
statements within such period and audited financial statements for the applicable fiscal year to the
MSRB, when and if the audit report on such financial statements becomes available. Under current
Texas law, including, but not limited to, Chapter 103, as amended, Texas Local Government Code,
the City must have its records and accounts audited annually and shall have an annual financial
statement prepared based on the audit. The annual financial statement, including the auditor's
opinion on the statement, shall be filed in the office of the City Secretary within 180 days after the
last day of the City's fiscal year. Additionally, upon the filing of this financial statement and the
annual audit, these documents are subject to the Texas Open Records Act, as amended, Texas
Government Code, Chapter 552.
82508208.4 -32-
If the City changes its fiscal year, it will file notice of such change (and of the date of the
new fiscal year end) with the MSRB prior to the next date by which the City otherwise would be
required to provide financial information and operating data pursuant to this Section.
C. Notice of Certain Events.
The City shall file notice of any of the following events with respect to the Bonds to the
MSRB in a timely manner and not more than 10 business days after occurrence of the event:
(1) Principal and interest payment delinquencies;
(2) Non-payment related defaults, if material;
(3) Unscheduled draws on debt service reserves reflecting financial difficulties;
(4) Unscheduled draws on credit enhancements reflecting financial difficulties;
(5) Substitution of credit or liquidity providers, or their failure to perform;
(6) Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue
(IRS Form 5701-TEB), or other material notices or determinations with
respect to the tax status of the Bonds, or other material events affecting the
tax status of the Bonds;
(7) Modifications to rights of holders of the Bonds, if material;
(8) Bond calls, if material, and tender offers;
(9) Defeasances;
(10) Release, substitution, or sale of property securing repayment of the Bonds,
if material;
(11) Rating changes;
(12) Bankruptcy, insolvency, receivership, or similar event of the City, which
shall occur as described below;
(13) The consummation of a merger, consolidation, or acquisition involving the
City or the sale of all or substantially all of its assets, other than in the
ordinary course of business, the entry into of a definitive agreement to
undertake such an action or the termination of a definitive agreement
relating to any such actions, other than pursuant to its terms, if material; and
(14) Appointment of a successor or additional paying agent/registrar or the
change of name of a paying agent/registrar, if material.
82508208.4 -33-
For these purposes, any event described in the immediately preceding paragraph (12) is
considered to occur when any of the following occur: the appointment of a receiver, fiscal agent,
or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any
other proceeding under state or federal law in which a court or governmental authority has assumed
jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has
been assumed by leaving the existing governing body and officials or officers in possession but
subject to the supervision and orders of a court or governmental authority, or the entry of an order
confirming a plan of reorganization, arrangement, or liquidation by a court or governmental
authority having supervision or jurisdiction over substantially all of the assets or business of the
City.
The City shall file notice with the MSRB, in a timely manner, of any failure by the City to
provide financial information or operating data in accordance with this Section by the time
required by this Section,
D. Limitations, Disclaimers, and Amendments.
The City shall be obligated to observe and perform the covenants specified in this Section
for so long as, but only for so long as, the City remains an "obligated person" with respect to the
Bonds within the meaning of the Rule, except that the City in any event will give notice of any
deposit that causes the Bonds to be no longer Outstanding.
The provisions of this Section are for the sole benefit of the holders and beneficial owners
of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or
equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide
only the financial information, operating data, financial statements, and notices which it has
expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any
other information that may be relevant or material to a complete presentation of the City's financial
results, condition, or prospects or hereby undertake to update any information provided in
accordance with this Section or otherwise, except as expressly provided herein. The City does not
make any representation or warranty concerning such information or its usefulness to a decision
to invest in or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR
TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY
THE CITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF
ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF
ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH
BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE.
No default by the City in observing or performing its obligations under this Section shall
constitute a breach of or default under this Ordinance for purposes of any other provision of this
Ordinance.
82508208.4 -34-
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
The provisions of this Section may be amended by the City from time to time to adapt to
changed circumstances that arise from a change in legal requirements, a change in law, or a change
in the identity, nature, status, or type of operations of the City, but only if (1) the provisions of this
Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the
primary offering of the Bonds in compliance with the Rule, taking into account any amendments
or interpretations of the Rule to the date of such amendment, as well as such changed
circumstances, and (2) either (a) the holders of a majority in aggregate principal arnount (or any
greater amount required by any other provision of this Ordinance that authorizes such an
amendment) of the Outstanding Bonds consent to such amendment or (b) a person that is
unaffiliated with the City (such as nationally recognized bond counsel) determines that such
amendment will not materially impair the interests of the holders and beneficial owners of the
Bonds. The City may also repeal or amend the provisions of this Section if the SEC amends or
repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment that
such provisions of the Rule are invalid, and the City also may amend the provisions of this Section
in its discretion in any other manner or circumstance, but in either case only if and to the extent
that the provisions of this sentence would not have prevented an underwriter from lawfully
purchasing or selling Bonds in the primary offering of the Bonds, giving effect to (a) such
provisions as so amended and (b) any amendments or interpretations of the Rule. If the City so 1
amends the provisions of this Section, the City shall include with any amended financial
information or operating data next provided in accordance with this Section an explanation, in
narrative form, of the reasons for the amendment and of the impact of any change in the type of
financial information or operating data so provided.
E. Information Format — Incorporation by Reference.
The City information required under this Section shall be filed with the MSRB through
EMMA in such format and accompanied by such identifying information as may be specified from
time to time thereby. Under the current rules of the MSRB, continuing disclosure documents
submitted to EMMA must be in word -searchable portable document format (PDF) files that permit
the document to be saved, viewed, printed, and retransmitted by electronic means and the series of
obligations to which such continuing disclosure documents relate must be identified by CUSIP
number or numbers.
Financial information and operating data to be provided pursuant to this Section may be
set forth in full in one or more documents or may be included by specific reference to any document
(including an official statement or other offering document) available to the public through EMMA
or filed with the SEC.
SECTION 39. Book -Entry Only System.
The Bonds initially shall be registered so as to participate in a securities depository system
(the DTC System) with the Depository Trust Company, New York, New York, or any successor
entity thereto (DTC), as set forth herein. Each Stated Maturity of the Bonds shall be issued
(following cancellation of the Initial Bond described in Section 7) in the form of a separate single
82508208.4 -35-
definitive Bond. Upon issuance, the ownership of each such Bond shall be registered in the name
of Cede & Co., as the nominee of DTC, and all of the Outstanding Bonds shall be registered in the
name of Cede & Co., as the nominee of DTC. The City and the Paying Agent/Registrar are
authorized to execute, deliver, and take the actions set forth in such letters to or agreements with
DTC as shall be necessary to effectuate the DTC System, including the Letter of Representations
attached hereto as Exhibit F (the Representation Letter).
With respect to the Bonds registered in the name of Cede & Co., as nominee of DTC, the
City and the Paying Agent/Registrar shall have no responsibility or obligation to any broker-dealer,
bank, or other financial institution for which DTC holds the Bonds from time to time as securities
depository (a Depository Participant) or to any person on behalf of whom such a Depository
Participant holds an interest in the Bonds (an Indirect Participant). Without limiting the
immediately preceding sentence, the City and the Paying Agent/Registrar shall have no
responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or
any Depository Participant with respect to any ownership interest in the Bonds, (ii) the delivery to
any Depository Participant or any other person, other than a registered owner of the Bonds, as
shown on the Security Register, of any notice with respect to the Bonds, including any notice of
redemption, or (iii) the delivery to any Depository Participant or any Indirect Participant or any
other Person, other than a Holder of a Bond, of any amount with respect to principal of, premium,
if any, or interest on the Bonds. While in the DTC System, no person other than Cede & Co., or
any successor thereto, as nominee for DTC, shall receive a bond certificate evidencing the
obligation of the City to make payments of principal, premium, if any, and interest pursuant to this
Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect
that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the
provisions in this Ordinance with respect to interest checks or drafts being mailed to the Holder,
the word "Cede & Co." in this Ordinance shall refer to such new nominee of DTC.
In the event that (a) the City determines that DTC is incapable of discharging its
responsibilities described herein and in the Representation Letter, (b) the Representation Letter
shall be terminated for any reason, or (c) DTC or the City determines that it is in the best interest
of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the City shall
notify the Paying Agent/Registrar, DTC, and the Depository Participants of the availability within
a reasonable period of time through DTC of bond certificates, and the Bonds shall no longer be
restricted to being registered in the name of Cede & Co., as nominee of DTC. At that time, the
City may determine that the Bonds shall be registered in the name of and deposited with a
successor depository operating a securities depository system, as may be acceptable to the City, or
such depository's agent or designee, and if the City and the Paying Agent/Registrar do not select
such alternate securities depository system then the Bonds may be registered in whatever name or
names the Holders of Bonds transferring or exchanging the Bonds shall designate, in accordance
with the provisions hereof.
Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond
is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal
of, premium, if any, and interest on such Bond and all notices with respect to such Bond shall be
made and given, respectively, in the manner provided in the Representation Letter.
82508208.4 -36-
SECTION 40. Further Procedures. The officers and employees of the City are hereby
authorized, empowered and directed from time to time and at any time to do and perform all such
acts and things and to execute, acknowledge and deliver in the name and under the corporate seal
and on behalf of the City all such instruments, whether or not herein mentioned, as may be
necessary or desirable in order to carry out the terms and provisions of this Ordinance, the initial
sale and delivery of the Bonds, the Paying Agent/Registrar Agreement, the Purchase Contract, the
Agreement, and the Official Statement. In addition, prior to the initial delivery of the Bonds, any
Authorized Official and Bond Counsel are hereby authorized and directed to approve any technical
changes or corrections to this Ordinance or to any of the instruments authorized and approved by
this Ordinance necessary in order to (i) correct any ambiguity or mistake or properly or more
completely document the transactions contemplated and approved by this Ordinance and as
described in the Official Statement, (ii) obtain a rating from any of the national bond rating
agencies, or (iii) obtain the approval of the Bonds by the Texas Attorney General's office. In case
any officer of the City whose signature shall appear on any certificate shall cease to be such officer
before the delivery of such certificate, such signature shall nevertheless be valid and sufficient for
all purposes the same as if such officer had remained in office until such delivery.
SECTION 41. City's Consent to Provide Information and Documentation to the Texas
MAC. The Municipal Advisory Council of Texas (the Texas MAC), a non-profit membership
corporation organized exclusively for non-profit purposes described in section 501(c)(6) of the
Internal Revenue Code and which serves as a comprehensive financial information repository
regarding municipal debt issuers in Texas, requires provision of written documentation regarding
the issuance of municipal debt by the issuers thereof. In support of the purpose of the Texas MAC
and in compliance with applicable law, the City hereby consents to and authorizes any Authorized
Official, Bond Counsel to the City, and/or Financial Advisor to the City to provide to the Texas
MAC information and documentation requested by the Texas MAC relating to the Bonds;
provided, however, that no such information and documentation shall be provided prior to the
Closing Date. This consent and authorization relates only to information and documentation that
is a part of the public record concerning the issuance of the Bonds.
SECTION 42. Delegation Authorization Pursuant to HB 1295. Though such parties may
be identified, and the entry into a particular form of contract may be authorized herein, the City,
pursuant to the Act and other applicable law, hereby delegates to the City Manager the authority
to independently select the counterparty to any agreement with any paying agent/registrar, rating
agency, securities depository, escrow agent, open market securities bidding agent, verification
agent, or any other contract that is determined by the City Manager, the City's Financial Advisor,
or the City's Bond Counsel to be necessary or incidental to the issuance of the Bonds as long as
each of such contracts has a value of less than the amount referenced in Section 2252.908 of the
Texas Government Code (collectively, the Ancillary Bond Contracts) and, as necessary, to execute
the Ancillary Bond Contracts on behalf and as the act and deed of the City. The City has not
participated in the selection of any of the business entities which are counterparties to the Ancillary
Bond Contracts.
SECTION 43. Effective Date. Pursuant to the provisions of Section 1201.028, as
amended, Texas Government Code, this Ordinance shall be effective immediately upon adoption,
notwithstanding any provision in the City's Home Rule Charter to the contrary concerning a
multiple reading requirement for the adoption of ordinances.
82508208.4 -37-
[The remainder of this page intentionally left blank.]
82508208A -38-
PASSED, APPROVED AND ADOPTED on the 26th day of September, 2017.
ATTEST:
City Secretary
82508208.4
CITY OF CIBOLO, TEXAS
4Mayor
S-1
INDEX TO SCHEDULE ARID EXHIBITS
Schedule I..................................................................
Table of Refunded Obligations
Schedule II................................................................
Approval Certificate
Exhibit A....................................................................
Paying Agent/Registrar Agreement
Exhibit B...................................................................
Purchase Contract
Exhibit C...................................................................
Escrow and Trust Agreement
Exhibit D. . .................................................................
Notice of Redemption
Exhibit E...................................................................
Description of Annual Financial Information
Exhibit F....................................................................
DTC Letter of Representations
82508208.4 Index -1
Schedule I
Refunded Obligations
City of Cibolo, Texas General Obligation Bonds, Series 2009, dated June 1, 2009,
in the original principal amount of $10,750,000 stated to mature on February 1 in
each of the years 2020 through 2029, in the aggregate principal amount of
$7,875,000, to be redeemed on February 1, 2019.
82508209.4 Schedule I-1
Schedule Il
Approval Certificate
See Tab No.
82508208.4 Schedule II -I
EXHIBIT A
Paying Agent/Registrar Agreement
See Tab No. _
82508208.4 A-1
EXHIBIT B
Purchase Contract
See Tab No.
82508208.4 B-1
EXHIBIT C
Escrow and Trust Agreement
See Tab No.
82508208.4 C-1
EXHIBIT D
Notice of Redemption
See Tab No.
82508208.4 D -I
EXHIBIT E
Description of Annual Financial Information
The following information is referred to in Section 38 of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided
annually in accordance with such Section are as specified (and included in the Appendix or under
the headings of the Official Statement referred to) below:
1. The City's audited financial statements for the most recently concluded fiscal year
or to the extent these audited financial statements are not available, the portions of the unaudited
financial statements of the City appended to the Official Statement as Appendix D, but for the
most recently concluded fiscal year.
2. The quantitative financial information and operating data of the City of the general
type included in Table I of the body of the Official Statement and Tables I through 10 appearing
in Appendix A to the Official Statement.
Accounting Principles
The accounting principles referred to in such Section are generally accepted accounting
principles for governmental units as prescribed by the Government Accounting Standards Board
from time to time.
82508208.4 E-1
EXHIBIT F
DTC Letter of Representations
See Tab No.
szsoszos.a F-1
ESCROW AND TRUST AGREEMENT
THIS ESCROW AND TRUST AGREEMENT, dated as of September 26, 2017 to be
effective upon the initial delivery of the Bonds (hereinafter defined) to the initial purchasers
thereof (together with any amendments or supplements hereto, this Agreement), is entered into
between the City of Cibolo, Texas (the Issuer), a duly organized and existing body corporate and
political subdivision of the State of Texas, and BOKF, NA, Austin, Texas, as escrow agent
(together with any successor in such capacity, the Escrow Agent), a national banking association
duly organized and existing under the laws of the United States of America and authorized to
transact business in the State of Texas.
WITNESSETH:
WHEREAS, the Issuer has heretofore issued and there currently remain outstanding the
obligations, plus accrued interest thereon (the Refunded Obligations) set forth on Schedule I
hereto; and
WHEREAS, the Refunded Obligations were issued pursuant to an ordinance which
provide that the Refunded Obligations are stated to mature in such years, are redeemable, prior to
stated maturities, bear interest at such rates, and have debt service at the times and in the
amounts set forth on Exhibit A attached hereto and made a part hereof for all purposes; and
WHEREAS, when firm banking arrangements have been made for the payment of the
principal, premium, if any, and interest to the stated maturity or redemption dates of the
Refunded Obligations, the Refunded Obligations shall no longer be regarded as outstanding
except for the purpose of receiving payment from the funds provided for such purpose and as
otherwise specified herein; and
WHEREAS, Chapter 1207, as amended, Texas Government Code (the Act) authorizes the
Issuer to issue refunding bonds and to deposit the proceeds from the sale thereof, together with
any other lawfully available funds or resources, directly with any place of payment (the paying
agent) for the Refunded Obligations or a designated escrow agent for the Refunded Obligations
that is not the depository bank for the Issuer, and such deposit, if made before such payment
dates, shall constitute the making of firm banking and financial arrangements for the discharge
and final payment of the Refunded Obligations; and
WHEREAS, the Act further authorizes the Issuer to enter into an escrow agreement with
any paying agent or trustee or designated escrow agent that is not the depository bank for the
Issuer for the Refunded Obligations with respect to the safekeeping, investment, reinvestment,
administration, and disposition of any such deposit, upon such terms and conditions as the Issuer
and such paying agent or trustee or escrow agent may agree, provided that such deposits may be
invested only in Eligible Investments which shall mature and/or bear interest payable at such
times and in such amounts as will be sufficient to provide for the scheduled payment of the
Refunded Obligations; and
WHEREAS, the Act provides that the proceeds from the sale of refunding bonds may be
deposited directly with any designated escrow agent that is not the depository bank of the Issuer;
and
82512900.4
WHEREAS, BOKF, NA, Austin, Texas (which is not the depository bank of the Issuer)
is hereby appointed as the Escrow Agent for the Bonds (hereinafter defined); and
WHEREAS, Wells Fargo Bank, National Association, Minneapolis, Minnesota, as
successor in interest to Wells Fargo Bank, National Association, Austin, Texas, currently serves
as the paying agent for the Refunded Obligations as disclosed on Schedule I hereto (the Other
Paying Agent); and
WHEREAS, concurrently herewith the Issuer has adopted an ordinance (the Ordinance)
authorizing the issuance of and sale of the "City of Cibolo, Texas General Obligation Refunding
Bonds, Series 2017' (the Bonds) for the purpose, among others, of providing amounts which,
when added to cash on hand, will be sufficient to refund, discharge, and make final payment of
the principal of and premium, if any, on the Refunded Obligations at their respective stated
maturity or redemption dates and interest thereon to such, dates; and
WHEREAS, the Refunded Obligations being called for redemption prior to stated
maturity have been duly called for redemption on the date specified for payment on Exhibit A;
and
WHEREAS, the Issuer desires that, concurrently with the delivery of the Bonds to the
initial purchasers thereof, certain proceeds of the Bonds, together with certain other lawfully
available funds of the Issuer, if any, shall be applied to purchase the Escrowed Securities for
deposit to the credit of the Escrow Fund (hereinafter defined) created pursuant to the terms of
this Agreement and to establish a beginning cash balance (if needed) in this Escrow Fund; and
WHEREAS, the Escrowed Securities shall mature and the interest thereon shall be
payable at such times and in such amounts so as to provide money which, together with cash
balances from time to time on deposit in the Escrow Fund, will be sufficient to pay interest on
the Refunded Obligations as it accrues and becomes payable and the principal of and premium, if
any, on the Refunded Obligations to their respective stated maturity or redemption dates, if any;
and
WHEREAS, a description of the Escrowed Securities and beginning cash balances, if
any, is attached hereto as Exhibit B, which Exhibit B is hereby incorporated by reference and
made a part of this Agreement for all purposes; and
WHEREAS, the Issuer has completed all arrangements for the purchase of the Escrowed
Securities and the deposit and credit of the same to the Escrow Fund as provided herein; and
WHEREAS, to facilitate the receipt and transfer of proceeds of the Escrowed Securities,
particularly those in book entry form, the Issuer desires to establish an irrevocable Escrow Fund
at the corporate trust office of the Escrow Agent; and
WHEREAS, the Escrow Agent is a national banking association with trust powers duly
organized and existing under the laws of the United States of America and qualified to transact
business in the State of Texas, and is fully qualified and empowered to enter into this
Agreement; and
82512900.4 -2-
WHEREAS, the governing body of the Issuer has duly approved and authorized the
execution of this Agreement; and
WHEREAS, the Issuer, the Escrow Agent, and the Other Paying Agent, as the case may
be, shall take all action necessary to call, pay, redeem, and retire the Refunded Obligations in
accordance with the provisions thereof, including, without limitation, all actions required by the
ordinance authorizing the issuance of the Refunded Obligations, the Act, the Ordinance, and this
Agreement; and
WHEREAS, the Escrow Agent is a party to this Agreement to acknowledge its
acceptance of the terms and provisions hereof, and
NOW, THEREFORE, in consideration of the mutual undertakings, promises, and
agreements herein contained, the sufficiency of which hereby is acknowledged, and to secure the
full and timely payment of the principal of, premium, if any, and the interest on the Refunded
Obligations, the Issuer and the Escrow Agent mutually undertake, promise, and agree for
themselves and their respective representatives and successors, as follows:
ARTICLE I
DEFINITIONS AND INTERPRETATIONS
Section 1.01 Definitions. Unless the context clearly indicates otherwise, the following
terms shall have the meanings assigned to them below when they are used in this Agreement:
Bonds means the Issuer's General Obligation Refunding Bonds, Series 2017.
Closing Date means the date of physical delivery of the initial Bonds in exchange for the
payment in full therefor by the initial purchasers thereof.
Eligible Investments means (i) direct noncallable obligations of the United States,
including obligations that are unconditionally guaranteed by, the United States of America, or
(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.
Escrow Agent means BOKF, NA, Austin, Texas, or its successors as Escrow Agent under
this Agreement.
Escrow Fund means the fund created by this Agreement to be administered by the
Escrow Agent pursuant to the provisions of this Agreement.
82512900.4 -3-
Escrowed Securities means the Eligible Investments for the Refunded Obligations
described in Exhibit B attached to this Agreement or any substituted securities permitted by the
provisions of Section 4.03 hereof. Investments in mutual funds and/or unit investment trusts are
prohibited.
Issuer means the City of Cibolo, Texas.
Other Paying Agent means Wells Fargo Bank, National Association, Minneapolis,
Minnesota, as successor in interest to Wells Fargo Bank, National Association, Austin, Texas, or
their successors or assigns.
Paying Agent means BODE, NA, Austin, Texas, or its successors as Escrow Agent under
this Agreement.
Refunded Obligations means the Issuer's obligations more fully described in Schedule I
to this Agreement.
Section 1.02 Interpretations. The titles and headings of the articles and sections of this
Agreement have been inserted for convenience and reference only and are not to be considered a
part hereof and shall not in any way modify or restrict the terms hereof. This Agreement and all
of the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth
herein and to achieve the intended purpose of providing for the refunding of the Refunded
Obligations in accordance with applicable law.
ARTICLE II
DEPOSIT OF FUNDS AND
ESCROWED SECURITIES
Section 2.01 Deposits in the Escrow Fund. The Issuer has, on the date of initial
delivery of the Bonds to the initial purchasers thereof, deposited, or caused to be deposited, in
the Escrow Fund the money and Escrowed Securities described in Exhibit B attached to this
Agreement.
Section 2.02 Recei t. The Escrow Agent acknowledges receipt of a copy of the
ordinance authorizing the issuance of the Refunded Obligations, the Notice of Redemption, the
Notice of Defeasance, if any, the Material Event Filing, if any, and the Ordinance. Reference
herein to or citation herein of any provision of such instruments shall be deemed to be an
incorporation of such provision as a part hereof.
ARTICLE III
CREATION AND OPERATION OF ESCROW FUND
Section 3.01 Escrow Fund. The Escrow Agent has created on its books a special trust
fund and irrevocable escrow to be known as the "City of Cibolo, Texas General Obligation
Refunding Bonds, Series 2017 Escrow Fund" (the Escrow Fund) for the benefit of the holders of
the Refunded Obligations. The Escrowed Securities and cash, if any, deposited in the Escrow
82512900.4 -4-
Fund shall be utilized to defease the Refunded Obligations. The Escrow Agent hereby
acknowledges that there has been deposited to the credit of the Escrow Fund the beginning cash
balance, if any, and the Escrowed Securities described in Exhibit B. The Escrowed Securities
and all proceeds therefrom shall be the property of the Escrow Fund and shall be applied only in
strict conformity with the terms and conditions of this Agreement. All of the Escrowed
Securities in the Escrow Fund, all proceeds therefrom, and all cash balances and reinvestment of
such cash balances in accordance with Sections 4.02 and 4.03 from time to time on deposit in the
Escrow Fund are hereby irrevocably pledged to the payment of the principal of, premium, if any,
and interest on the Refunded Obligations which payment shall be made by timely transfers of
such amounts at such times as are provided for in Section 3.02. When the final transfers have
been made for the payment of such principal of, premium, if any, and interest on the Refunded
Obligations, any balance then remaining in the Escrow Fund shall be transferred to the Issuer,
and the Escrow Agent shall thereupon be discharged from any further duties pertaining to the
Escrow Fund.
Section 3.02 Payment of Principal Premium, if any, and Interest. The Escrow Agent is
hereby irrevocably instructed to transfer from the cash balances from time to time on deposit in
the Escrow Fund to the Other Paying Agent, the amounts required to pay the principal and
premium, if any, of the Refunded Obligations at their respective stated maturity or redemption
dates and interest thereon to such dates in the amounts and at the times shown in Exhibit A.
Section 3.03 Sufficiency of Escrow Fund. The Issuer represents that the successive
receipts of the principal of and interest on the Escrowed Securities, together with the beginning
cash balance, if any, in the Escrow Fund will assure that the cash balance on deposit from time to
time in the Escrow Fund will be at all times sufficient to provide money for transfer to the Other
Paying Agent at the times and in the amounts required to pay the interest on the Refunded
Obligations as such interest comes due, the principal and redemption premium (as applicable) of
the Refunded Obligations as the principal and redemption premium, if any, come due on the
Refunded Obligations, all as more fully set forth in Exhibit A attached hereto. If, for any reason,
at any time, the cash balances on deposit or scheduled to be on deposit in any Escrow Fund shall
be insufficient to transfer the amounts required by the Other Paying Agent to make the payments
set forth in Section 3.02, the Issuer shall timely deposit in the Escrow Fund, from lawfully
available funds, additional funds in the amounts required to make such payments. Notice of any
such insufficiency shall be given promptly by the Escrow Agent to the Issuer.
Section 3.04 Trust Funds. The Escrow Agent shall hold at all times the Escrow Fund,
the Escrowed Securities, and all other assets of the Escrow Fund wholly segregated on its books
from all other funds and securities on deposit with the Escrow Agent; it shall never allow the
Escrowed Securities or any other assets of the Escrow Fund to be commingled with any other
funds or securities of the Escrow Agent; and it shall hold and dispose of the assets of the Escrow
Fund only as set forth herein. The Escrowed Securities and other assets of the Escrow Fund shall
always be maintained by the Escrow Agent as trust funds for the benefit of the holders of the
Refunded Obligations; and the books and records of the Escrow Agent shall reflect the
foregoing. The holders of the Refunded Obligations shall be entitled to the same preferred claim
and first lien upon the Escrowed Securities, the proceeds thereof, and all other assets of the
Escrow Fund to which they were entitled as holders of the Refunded Obligations. The amounts
received by the Escrow Agent under this Agreement shall not be considered as a banking deposit
82SI2900.4 -5-
by the Issuer, and the Escrow Agent shall have no right to title with respect thereto except as a
trustee and Escrow Agent under the terms of this Agreement. The amounts received by the
Escrow Agent under this Agreement shall not be subject to warrants, drafts, or checks drawn by
the Issuer or, except to the extent expressly herein provided, by the Paying Agent or Other
Paying Agent.
Section 3.05 Non -Presentment. If any Refunded Obligation shall not be presented for
payment when the principal thereof, premium, if any, or interest thereon shall have become due,
and if cash shall at such times be held by the Other Paying Agent in trust for that purpose
sufficient and available to pay the principal and premium, if any, of such Refunded Obligation
and interest thereon, it shall be the duty of the Other Paying Agent to hold such cash without
liability to the holder of such Refunded Obligation for interest thereon after such stated maturity
or redemption date, if any, in trust for the benefit of the holder of such Refunded Obligation, who
shall thereafter be restricted exclusively to such cash for any claim of whatever nature on his part
on or with respect to such Refunded Obligation, including for any claim for the payment thereof
and interest thereon. All cash required by the provisions hereof to be set aside or held in trust for
the payment of the Refunded Obligations, including interest thereon, shall be applied to and used
solely for the payment of the Refunded Obligations and interest thereon with respect to which
such cash has been so set aside in trust.
Subject to the provisions of the last sentence of Section 3.01, cash held by the Other
Paying Agent in trust for the payment and discharge of any of the Refunded Obligations and
interest thereon which remains unclaimed for a period of three (3) years after the stated maturity
date of such Refunded Obligations shall be returned to the Issuer. Notwithstanding the above and
foregoing, any remittance of funds from the Paying Agent or the Other Paying Agent, as
appropriate, to the Issuer shall be subject to any applicable unclaimed property laws of the State
of Texas.
Section 3.06 Destruction. Any Refunded Obligations canceled on account of payment
by the Other Paying Agent shall be cremated or otherwise destroyed or handled by the Other
Paying Agent in accordance with the ordinance authorizing the issuance of the Refunded
Obligations.
Section 3.07 Irrevocable Escrow. The escrow created by this Agreement shall be
irrevocable, and the holders of the Refunded Obligations shall have an express lien on all money
and Escrowed Securities in the Escrow Fund until paid out, used, and applied in accordance with
this Agreement.
ARTICLE IV
LIMITATION ON INVESTMENTS
Section 4.01 Duty to Invest. Except for the initial investment of the proceeds of the
Bonds in the Escrowed Securities, and except as provided in Sections 4.02, 4.03, and 4.04, the
Escrow Agent shall not have any power or duty to invest or reinvest any money held hereunder,
make substitutions of the Escrowed Securities, or sell, transfer, or otherwise dispose of the
Escrowed Securities.
82512900.4 -6-
Section 4.02 Reinvestment of Certain Cash Balances in Escrow Funds by Escrow
Agent. Except as provided in Section 4.03 hereof, the Escrow Agent shall have no authority to
substitute Escrowed Securities for the Escrowed Securities identified in Exhibit B hereto,
provided that if there exists cash in the Escrow Fund on the respective dates identified in
Exhibit C then the Escrow Agent and the Issuer agree to make timely subscriptions for and apply
such amounts to the purchase of United States Treasury Securities --State and Local Government
Securities having a zero percent (0%) interest rate (Zero Interest SLGS), on the respective dates,
in the respective amounts, and scheduled to mature as provided on Exhibit C by executing and
filing subscription forms prepared therefor in such form as may be then required by the United
States Department of the Treasury; provided that the then existing rules and regulations and
policy of the United States Department of the Treasury permit and authorize such investments.
Should the policies, rules, and regulations of the United States Department of the Treasury not
permit or authorize the purchase of Zero Interest SLGS at such time or times, such cash balance
or balances shall remain uninvested and held in trust for the benefit of the holders of the
Refunded Obligations and used for the payment of the Refunded Obligations on the dates and in
the amount such money would have been expended had such Zero Interest SLGS been acquired
and matured.
Section 4.03 Substitutions and Reinvestments. The Escrow Agent shall be authorized
to accept initially and temporarily cash and/or substituted securities pending the delivery of the
Escrowed Securities identified in Exhibit B, or shall be authorized to sell, exchange, or redeem
the Escrowed Securities and reinvest the proceeds thereof, together with other money held in the
Escrow Fund, provided that the Escrow Agent receives the following:
(1) an opinion by an independent certified public accountant to the effect that
(i) the initial and/or temporary substitution of cash and/or securities (which shall be
Escrowed Securities) for one or more of the Escrowed Securities identified in Exhibit B
pending the receipt and delivery thereof to the Escrow Agent or (ii) the sale, exchange, or
redemption of one or more of the Escrowed Securities and the reinvestment of such funds
in one or more substituted securities (which shall be Escrowed Securities and permitted
by the laws of the State of Texas and the ordinance authorizing the Refunded Obligations
to be held in the Escrow Fund), together with the interest thereon and other available
investments and money then held in the Escrow Fund, will, in either case, be sufficient,
without reinvestment, to pay, as the same become due in accordance with Exhibit A, the
principal of, premium, if any, and interest on, the Refunded Obligations which have not
previously been paid, and
(2) with respect to an early sale, exchange, or redemption of Escrowed
Securities and the reinvestment of the proceeds thereof, an opinion of nationally
recognized municipal bond counsel to the effect that (a) such investment will not cause
interest on the Bonds, if applicable, or Refunded Obligations to be included in the gross
income of the owners thereof for federal income tax purposes, under the Internal Revenue
Code of 1986, as amended, and applicable related regulations, and (b) such reinvestment
complies with the laws of the State of Texas and with all relevant documents relating to
the issuance of the Refunded Obligations and the Bonds.
Section 4.04 Excess Balances. Except with respect to final transfers of amounts held in
the Escrow Fund (which shall be controlled by Section 3.01), the Escrow Agent shall transfer
82512900.4 -7-
excess amounts held in the Escrow Fund to or on the order of the Issuer provided that the Issuer
delivers to the Escrow Agent the following:
(1) an opinion by an independent certified public accountant that, after the
transfer of the excess amounts, the principal amount of securities in the Escrow Fund,
together with the interest thereon and other available money then held in the Escrow
Fund, will be sufficient, without reinvestment, to pay, as the same become due, in
accordance with Exhibit A, the principal of, premium, if any, and interest on the
Refunded Obligations which have not previously been paid, and
(2) an unqualified opinion of nationally recognized bond counsel to the effect
that (a) such transfer will not make the interest on the Bonds or the Refunded Obligations
relating to such Escrow Fund subject to federal income taxation, and (b) such transfer
complies with the laws of the State of Texas and with all relevant documents relating to
the issuance of such Refunded Obligations and the Bonds.
Section 4.05 Allocation of Certain Escrowed Securities. The maturing principal of and
interest on the Escrowed Securities in the Escrow Fund may be applied to the payment of any
Refunded Obligations relating to the Escrow Fund, and no allocation or segregation of the
receipts of principal or interest from such Escrowed Securities is required.
Section 4.06 Security for Funds. The Escrow Agent shall continuously collateralize the
money in the Escrow Fund not invested in Escrowed Securities with securities or obligations
which qualify and are eligible under both the laws of the State of Texas and the laws of the
United States of America to secure and be pledged as collateral for public funds to the extent
such money is not insured by the Federal Deposit Insurance Corporation. Not more than five
percent (5%) of the proceeds of the Bonds shall be invested, directly or indirectly, in deposits
insured by the Federal Deposit Insurance Corporation or other federally insured deposits or
accounts.
ARTICLE V
APPLICATION OF CASH BALANCES
Section 5.01 In General. Except as provided in Sections 3.01, 3.02, 4.02, 4.03, and
4.04, no withdrawals, transfers, or reinvestment shall be made of cash balances in the Escrow
Fund.
ARTICLE VI
RECORDS AND REPORTS
Section 6.01 Records. The Escrow Agent will keep books of record and account in
which complete and correct entries shall be made of all transactions relating to the receipts,
disbursements, allocations, and application of the money and Escrowed Securities deposited to
the Escrow Fund and all proceeds thereof, and such books shall be available for inspection at
reasonable hours and under reasonable conditions by the Issuer, and the holders of the Refunded
Obligations.
82512900.4 -8-
Section 6.02 Reports. As soon as practicable following each September 30, beginning
September 30, 2017, while any amount is held in the Escrow Fund, the Escrow Agent shall
prepare and send to the Issuer a written report summarizing all transactions occurring since the
preceding October 1 (or since the date of establishment of the Escrow Fund with respect to the
initial report) relating to the Escrow Fund, including without limitation credits to the Escrow
Fund as a result of interest payments on or maturities of the Escrowed Securities and transfers
from the Escrow Fund for payments on the Refunded Obligations or otherwise, together with a
detailed statement of all Escrowed Securities and the cash balance on deposit in the Escrow Fund
as of the end of each such annual period.
ARTICLE VII
CONCERNING THE PAYING AGENTS AND ESCROW AGENT
Section 7.01 Representations. The Escrow Agent hereby represents that it has all
necessary power and authority to enter into this Agreement and to undertake the obligations and
responsibilities imposed upon it herein and that it will carry out all of its obligations hereunder.
Section 7.02 Limitation on Liability. The liability of the Escrow Agent to transfer
funds for the payment of the principal of, premium, if any, and interest on the Refunded
Obligations shall be limited to the proceeds of the Escrowed Securities and the cash balances
from time to time on deposit in the Escrow Fund.
The recitals herein and in the proceedings authorizing the Bonds shall be taken as the
statements of the Issuer and shall not be considered as made by, or imposing any obligation or
liability upon, the Escrow Agent. The Escrow Agent is not a party to the ordinance authorizing
the Refunded Obligations or the Ordinance, other than in its role as the Paying Agent/Registrar
for the Bonds, and is not responsible for nor bound by any of the other provisions thereof, In its
capacity as Escrow Agent, the Escrow Agent undertakes to perform such duties and only such
duties, as are specifically set forth in this Agreement, and no implied covenants or obligations
shall be read into this Agreement against the Escrow Agent.
The Escrow Agent makes no representations as to the value, conditions, or sufficiency of
the Escrow Fund, or any part thereof, or as to the title of the Issuer thereto, or as to the security
afforded thereby or hereby, and the Escrow Agent shall not incur any liability or responsibility in
respect to any of such matters.
It is the intention of the parties hereto that the Escrow Agent shall never be required to
use or advance its own funds or otherwise incur personal financial liability in the performance of
any of its duties or the exercise of any of its rights and powers hereunder, except for its own
action, neglect, or default or for any loss resulting from its negligence or bad faith.
The Escrow Agent shall not be liable for any action taken or neglected to be taken by it in
good faith in the exercise of reasonable care and believed by it to be within the discretion or
power conferred upon it by this Agreement, nor shall the Escrow Agent be responsible for the
consequences of any error of judgment; and the Escrow Agent shall not be answerable except for
its own action, neglect, or default, nor for any loss unless the same shall have been through its
negligence or bad faith.
82512900.4 -9-
Unless it is specifically otherwise provided herein, the Escrow Agent has no duty to
determine or inquire into the happening or occurrence of any event or contingency or the
performance or failure of performance of the Issuer with respect to arrangements or contracts
with others, with the Escrow Agent's sole duty hereunder being to safeguard the Escrow Fund,
and to dispose of and deliver the same in accordance with this Agreement. If, however, the
Escrow Agent is called upon by the terms of this Agreement to determine the occurrence of any
event or contingency, the Escrow Agent shall be obligated, in malting such determination, only
to exercise reasonable care and diligence, and in event of error in malting such determination the
Escrow Agent shall be liable only for its own willful misconduct or its negligence. In
determining the occurrence of any such event or contingency the Escrow Agent may request
from the Issuer or any other person such reasonable additional evidence as the Escrow Agent in
its discretion may deem necessary to determine any fact relating to the occurrence of such event
or contingency, and in this connection may make inquiries of, and consult with, among others,
the Issuer at any time.
Section 7.03 Compensation.
(a) The Issuer has agreed to pay the Escrow Agent the sum of $ for the
administration of this Agreement. In the event that the Escrow Agent is requested to perform
any extraordinary services hereunder and the Escrow Agent agrees to perform such request, the
Issuer hereby agrees to pay reasonable fees to the Escrow Agent for such extraordinary services
and to reimburse the Escrow Agent for all expenses incurred by the Escrow Agent in performing
such extraordinary services, including counsel fees, and the Escrow Agent hereby agrees to look
only to the Issuer for the payment of such fees and reimbursement of such expenses. The
Escrow Agent hereby agrees that in no event shall it ever assert any claim or lien against the
Escrow Fund for any fees for its services, whether regular or extraordinary, as Escrow Agent, or
in any other capacity, or for reimbursement for any of its expenses.
(b) The Issuer also agrees to pay all Other Paying Agent fees and expenses relating to
the Refunded Obligations until stated maturity or redemption, and the Other Paying Agent
hereby covenants and agrees that it will continue to provide these services for the life of the
Refunded Obligations with the remedy for nonpayment being solely an action by the Other
Paying Agent against the Issuer for the amounts owing under the paying agent contract.
Section 7.04 Successor Escrow Agents. If at any time the Escrow Agent or its legal
successor or successors should become unable, through operation of law or otherwise, to act as
escrow agent hereunder, or if its property and affairs shall be taken under the control of any state
or federal court or administrative body because of insolvency or bankruptcy or for any other
reason, a vacancy shall forthwith exist in the office of Escrow Agent hereunder. In such event
the Issuer, by appropriate resolution or ordinance, shall promptly appoint an Escrow Agent to fill
such vacancy. If no successor Escrow Agent shall have been appointed by the Issuer within 60
days, a successor may be appointed by the holders of a majority in principal amount of the
Refunded Obligations then outstanding for purposes of this Agreement by an instrument or
instruments in writing filed with the Issuer, signed by such holders or by their duly authorized
attorneys -in -fact. If, in a proper case, no appointment of a successor Escrow Agent shall be
made pursuant to the foregoing provisions of this Section within three months after a vacancy
shall have occurred, the holder of any Refunded Obligation may apply to any court of competent
82512900.4 -10-
jurisdiction to appoint a successor Escrow Agent. Such court may thereupon, after such notice, if
any, as it may deem proper, prescribe and appoint a successor Escrow Agent.
Any successor Escrow Agent shall be a bank, trust company or other financial institution
that is duly qualified under applicable law (the Act, or other appropriate statute) to serve as
escrow agent hereunder and authorized and empowered to perform the duties and obligations
contemplated by this Agreement and organized and doing business under the laws of the United
States or one of the states, authorized under such laws,to exercise corporate bust powers, having
its principal office and place of business in the State of Texas or in the City of New York,
New York having a combined capital and surplus of at least $50,000,000 and subject to the
supervision or examination by federal or state authority.
Any successor Escrow Agent shall execute, acknowledge, and deliver to the Issuer and
the Escrow Agent an instrument accepting such appointment hereunder, and the Escrow Agent
shall execute and deliver an instrument transferring to such successor Escrow Agent, subject to
the terms of this Agreement, all the rights, powers, and trusts of the Escrow Agent hereunder.
Upon the request of any such successor Escrow Agent, the Issuer shall execute any and all
instruments in writing for more fully and certainly vesting in and confirming to such successor
Escrow Agent all such rights, powers, and duties.
Section 7.05 Notice of Redemption. The Other Paying Agent shall publish or mail the
Notice of Redemption for the Refunded Obligations in the form attached to the Ordinance
relating thereto as required by the ordinance authorizing the Refunded Obligations. The Escrow
Agent and the Other Paying Agent hereby acknowledge receipt of the Notice of Redemption
which shall be published and/or mailed to the holders of the Refunded Obligations in the time,
form, and manner as provided in the ordinance authorizing the issuance of the Refunded
Obligations.
ARTICLE VIII
MISCELLANEOUS
Section 8.01 Notice. Any notice, authorization, request, or demand required or
permitted to be given hereunder shall be in writing and shall be deemed to have been duly given
when mailed by registered or certified mail, postage prepaid addressed as follows:
To the Escrow Agent:
BOKF, NA
100 Congress, Suite 250
Austin, Texas 78701
Attention: Mr. Jose Gaytan
82512900.4 -11-
To the Issuer:
City of Cibolo, Texas
200 South Main Street
Cibolo, Texas 78108
Attention: City Manager
To Moody's Investors Service, Inc.:
Moody's Investors Service, Inc.
7 World Trade Center
250 Greenwich Street
New York, New York 10007
Attention: Public Finance Rating Desk/Refunded Obligations
The United States Post Office registered or certified mail receipt showing delivery of the
aforesaid shall be conclusive evidence of the date and fact of delivery. Any party hereto may
change the address to which notices are to be delivered by giving to the other parties not less
than ten (10) days prior notice thereof.
Section 8.02 Termination of Responsibilities. Upon the taking of all the actions as
described herein by the Escrow Agent, the Escrow Agent shall have no further obligations or
responsibilities hereunder to the Issuer, the holders of the Refunded Obligations, or to any other
person or persons in connection with this Agreement.
Section 8.03 Binding Agreement. This Agreement shall be binding upon the Issuer, the
Escrow Agent, and their respective successors and legal representatives and shall inure solely to
the benefit of the holders of the Refunded Obligations, the Issuer, the Escrow Agent, and their
respective successors and legal representatives.
Section 8.04 Severability. In case any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect,
such invalidity, illegality, or unenforceability shall not affect any other provisions of this
Agreement, but this Agreement shall be construed as if such invalid or illegal or unenforceable
provision had never been contained herein. Notice of any severance shall be immediately
provided to Moody's Investors Service, Inc. at the address provided in Section 8.01 hereof.
Section 8.05 Governing Law. This Agreement shall be deemed to be an agreement
made under the laws of the State of Texas and for all purposes shall be governed by and
construed in accordance with the laws of the State of Texas and the United States of America.
Section 8.06 Time of the Essence. Time shall be of the essence in the performance of
obligations from time to time imposed upon the Escrow Agent by this Agreement.
Section 8.07 Amendments and Modifications. This Agreement shall be binding upon
the Issuer and the Escrow Agent and their respective successors and legal representatives and
shall inure solely to the benefit of the holders of the Refunded Obligations, the Issuer, the
Escrow Agent, and their respective successors and legal representatives. Furthermore, no
82512900.4 -12-
alteration, amendment, or modification of any provision of this Agreement shall be effective
unless (i) prior written consent of such alteration, amendment, or modification shall have been
obtained from the holders of all Refunded Obligations outstanding at the time of such alteration,
amendment, or modification and (ii) such alteration, amendment, or modification is in writing
and signed by the parties hereto; provided, however, the Issuer and the Escrow Agent may,
without the consent of the holders of the Refunded Obligations (upon obtaining the written
confirmation of all rating agencies then rating the Refunded Obligations that the proposed
amendment will not result in the ratings on the Refunded Obligations being lowered or
withdrawn as a result of the amendment, unless the proposed amendment is limited to (i) the
insertion of inadvertently omitted material or the correction of mistakes or clarification of
ambiguities, (ii) the pledging of additional security to the holders of the Refunded Obligations, or
(iii) the deposit of additional cash or Eligible Investments into the Escrow Fund in which
instances the written confirmation from the rating agencies shall not be required), amend or
modify the terms and provisions of this Agreement to cure in a manner not adverse to the holders
of the Refunded Obligations any ambiguity, formal defect, or omission in this Agreement, or
provide for the pledge of additional security to the holders of the Refunded Obligations or the
deposit of additional cash or Eligible Investments into the Escrow Fund; provided, however, that
no such amendment shall adversely affect the firm banking arrangements made for the payment
of the principal of, premium, if any, and interest on the Refunded Obligations. Moody's
Investors Service, Inc. shall receive prior written notice and drafts of all amendments at the
address identified in Section 8.01 hereof.
Section 8.08 Holiday. If the date for making any payment or the last date for
performance of any act or the exercising of any right, as provided in this Agreement, is not a
business day, such payment may be made or act performed or right exercised on the next
succeeding business day with the same force and effect as if done on the date provided therefor
herein and, in the case of any payment, no interest shall accrue for the period after such date.
Section 8.09 Covenants, The Issuer covenants that it will faithfully perform at all times
any and all covenants, undertakings, stipulations, and provisions contained in this Agreement, in
any and every Refunded Obligation as executed, authenticated, and delivered, and in all
proceedings pertaining thereto as the Refunded Obligations shall have been modified as provided
in this Agreement. The Issuer covenants that it is duly authorized under the laws of the State of
Texas to execute and deliver this Agreement, that all actions on its part for the payment of the
Refunded Obligations as provided herein and the execution and delivery of this Agreement have
been duly and effectively taken, and that the Refunded Obligations in the hands of the holders
and owners thereof are and will be valid and enforceable obligations of the Issuer according to
the import thereof as provided in this Agreement.
Section 8.10 Interpretation of Agreement. In the event of any disagreement or
controversy hereunder or if conflicting demands or notices are made upon the Escrow Agent
growing out of or relating to this Agreement or in the event that the Escrow Agent in good faith
is in doubt as to what action should be taken hereunder, the Issuer expressly agrees and consents
that the Escrow Agent shall have the absolute right at its election to:
(a) withhold and stop all further proceedings in, and performance of, this Agreement
with respect to the issue in question and of all instructions received hereunder in regard to such
issue; and
82512900.4 -13-
(b) file a suit in interpleader and obtain an order from either a Federal or State
District Court, located in the State of Texas and County or Counties where either the Bank
(Texas offices only) or the Issuer is located, requiring all persons involved to interplead and
litigate in such court their several claims and rights among themselves. Nothing in this
paragraph is intended to create or expand upon any right that the Escrow Agent would otherwise
have available to it under applicable law to commence an interpleadertor to alter the obligations
of the Escrow Agent under this Agreement.
In the event the Escrow Agent becomes involved in litigation in connection with this
Agreement, the Issuer agrees to indemnify and save the Escrow Agent harmless, to the extent
permitted by law, from all loss, cost, damages, expenses, and attorney fees suffered or incurred
by the Escrow Agent as a result thereof, except as a result of the Escrow Agent's own negligence
or willful misconduct. The obligations of the Escrow Agent under this Agreement shall be
performable at the corporate office of the Escrow Agent designated in Section 8.01 hereof.
The Escrow Agent may consult with legal counsel in the event of any dispute or question
as to the construction of any of the provisions hereof or its duties hereunder, and it shall, in the
absence of negligence or bad faith on the part of the Escrow Agent, incur no liability and shall be
fully protected in acting in accordance with the opinion and instructions of such counsel.
Section 8.11 Liability Reliance; Assignment. The Escrow Agent shall not be
responsible or liable to any person in any manner whatsoever for the sufficiency, correctness,
genuineness, effectiveness, or validity of this Agreement with respect to the Issuer, or for the
identity or authority of any person making or executing this Agreement for and on behalf of the
Issuer. The Escrow Agent is authorized by the Issuer to rely upon the representations of the
Issuer with respect to this Agreement and the deposits made pursuant hereto and as to the
Issuer's right and power to execute and deliver this Agreement, and the Escrow Agent shall not
be liable in any manner as a result of such reliance. The duty of the Escrow Agent hereunder
shall only be to the Issuer and the holders of the Refunded Obligations. Neither the Issuer nor
the Escrow Agent shall assign or attempt to assign or transfer any interest hereunder or any
portion of any such interest without the written consent of each of the parties to this Agreement.
Section 8.12 Counterparts. This Agreement may be executed in any number of
counterparts, each of such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute one and the same instrument.
Section 8.13 No Boycott of Israel (H B. 89 85ffi Texas Legislature). To the extent this
Agreement is a contract for goods or services, the Escrow Agent hereby verifies that the Escrow
Agent does not boycott Israel and will not boycott Israel through the term of this Agreement.
For purposes of this verification, "boycott Israel" means refusing to deal with, terminating
business activities with, or otherwise tatting any action that is intended to penalize, inflict
economic harm on, or limit commercial relations specifically with Israel, or with a person or
entity doing business in Israel or in an Israeli -controlled territory, but does not include an action
made for ordinary business purposes.
82512900.4 -14-
Section 8.14 Incorporation of Preamble Recitals. The recitals contained in the
preamble to this Agreement are hereby found to be true, and such recitals are hereby made a part
of this Agreement for all purposes and are adopted as a part of the judgment and findings of the
Issuer.
[The remainder of this page intentionally left blank.]
82512900.4 -15
EXECUTED as of the date first written above.
CITY OF CIBOLO, TEXAS
3
ATTEST:
ItL
City Secretary
82512900.4
Mayor
S-1
7
BOKF, NA, as Escrow Agent
Title:
Address:
[SEAL]
Attest:
Title:
82512900.4 S-2
100 Congress, Suite 250
Austin, Texas 78701
ACKNOWLEDGEMENT OF RECEIPT OF NOTICE
The undersigned acknowledges the receipt of the Ordinance and the Escrow and Trust
Agreement pertaining to the issuance of obligations designated as "City of Cibolo, Texas
General Obligation Refunding Bonds, Series 2017' and consents to the provisions of
Sections 7.03(b) and 7.05 hereof. The undersigned also acknowledges receipt of the Notice of
Redemption and the ordinance authorizing the issuance of the Refunded Obligations. The Notice
of Redemption has been or will be provided to the holders of the Refiraded Obligations in the
form and manner required by the provisions of the ordinance authorizing the issuance of the
Refunded Obligations.
WELLS FARGO BANK, NATIONAL
ASSOCIATION
By —
Title
82512900.4 S-3
INDEX TO EXHIBITS
Schedule I
Refunded Obligations
Exhibit A
Schedule of Debt Service on Refunded Obligations
Exhibit B
Escrowed Securities and Cash to pay the Refunded Obligations
Exhibit C
Escrow Fund Cash Flow and Reinvestment
82512900.4 Index -1
Schedule I
Refunded Obligations
City of Cibolo, Texas General Obligation Bonds, Series 2009; dated June 1,
2009, in the original principal amount of $10,750,000 stated to mature on
February 1 in each of the years 2020 through 2029, in the aggregate principal
amount of $7,875,000, to be redeemed on February 1, 2019.
82512900.4 Schedule I-1
Exhibit A
Schedule of Debt Service on Refunded Obligations
82512900.4 A-1
Exhibit B
Escrowed Securities and Cash to pay the Refunded Obligations
Cash Deposit
SLGS
82512900A B-1
Exhibit C
Escrow Fund Cash Flow and Reinvestment
82512900.4 C-1
CERTIFICATE OF CITY SECRETARY
THE STATE OF TEXAS §
COUNTY OF GUADALUPE §
CITY OF CIBOLO §
THE UNDERSIGNED HEREBY CERTIFIES that:
1. On the 26th day of September, 2017, the City Council (the Council) of the City of
Cibolo, Texas (the City) convened in regular session at its regular meeting place in the City Hall
(the Meeting), the duly constituted members of the Council being as follows:
Allen Dunn
Jim Russell
Jennifer Schultes
Verlin "Doug" Garrett
Brian Byrd
Ted Gibbs
Jay Hogue
Glenn R. Weber
Mayor
Mayor Pro Tem
Councilmember
Councilmember
Councilmember
Councilmember
Councilmember
Councilmember
and all of such persons were present at the Meeting, except the following: , thus
constituting a quorum. Among other business considered at the Meeting, the attached ordinance
(the Ordinance) entitled:
AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF CIBOLO,
TEXAS AUTHORIZING THE ISSUANCE OF "CITY OF CIBOLO, TEXAS
GENERAL OBLIGATION REFUNDING BONDS, SERIES 2017', LEVYING
AN ANNUAL AD VALOREM TAX, WITHIN THE LIMITATIONS
PRESCRIBED BY LAW, FOR THE PAYMENT OF THE BONDS;
PRESCRIBING THE FORM, TERMS, CONDITIONS, AND RESOLVING
OTHER MATTERS INCIDENT AND RELATED TO THE ISSUANCE, SALE,
AND DELIVERY OF THE BONDS, INCLUDING THE APPROVAL AND
DISTRIBUTION OF AN OFFICIAL STATEMENT PERTAINING THERETO,
IF ANY; AUTHORIZING THE EXECUTION OF A PAYING
AGENT/REGISTRAR AGREEMENT, A PURCHASE CONTRACT, AND AN
ESCROW AND TRUST AGREEMENT; COMPLYING WITH THE LETTER
OF REPRESENTATIONS ON FILE WITH THE DEPOSITORY TRUST
COMPANY; DELEGATING THE AUTHORITY TO CERTAIN MEMBERS
OF THE CITY COUNCIL AND CITY STAFF TO APPROVE AND EXECUTE
CERTAIN DOCUMENTS RELATING TO THE SALE OF THE BONDS; AND
PROVIDING AN EFFECTIVE DATE
was introduced and submitted to the Council for passage and adoption. After presentation and
discussion of the Ordinance, a motion was made by Councilmember ! /�� , that the
82508259.4
Ordinance be finally passed and adopted in accordance with the City's Home Rule Charter. The
motion was seconded by Councilmember .5ci,,, i Fe.s and carried by the following vote:
voted "For" ± voted "Against" 0 abstained
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, was open to the public and written notice of said
meeting, including the subject of the Ordinance, was posted and given in advance thereof in
compliance with the provisions of Chapter 551, as amended, Texas Government Code.
IN WITNESS WHEREOF, I have signed my name officially and affixed the seal of the
City, this 26th day of September, 2017.
City Secretary,
City of Cibolo, Texas
(CITY SEAL)
-2-
82508259.4