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ORD 1311 09/08/2020 O A,4"". f C/'9/'` O T f X A5 "City of Choice" ORDINANCE NO. AN ORDINANCE AUTHORIZING THE ISSUANCE OF "CITY OF CIBOLO, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, SERIES 2020"; PROVIDING FOR THE PAYMENT OF SAID CERTIFICATES BY THE LEVY OF AN AD VALOREM TAX UPON ALL TAXABLE PROPERTY WITHIN THE CITY AND FURTHER SECURING SAID CERTIFICATES BY A LIEN ON AND PLEDGE OF THE PLEDGED REVENUES OF THE SYSTEM; PROVIDING THE TERMS AND CONDITIONS OF SAID CERTIFICATES AND RESOLVING OTHER MATTERS INCIDENT AND RELATING TO THE ISSUANCE, PAYMENT, SECURITY, SALE, AND DELIVERY OF SAID CERTIFICATES; AUTHORIZING THE EXECUTION OF A PAYING AGENT/REGISTRAR AGREEMENT AND AND AN OFFICIAL BID FORM; COMPLYING WITH THE REQUIREMENTS OF THE LETTER OF REPRESENTATIONS PREVIOUSLY EXECUTED WITH THE DEPOSITORY TRUST COMPANY; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City Council of the City of Cibolo, Texas (the City or the Issuer) has caused notice to be given of its intention to issue certificates of obligation in the maximum principal amount of$7,500,000 for the purpose of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes, to-wit: (1) designing, developing, constructing, equipping, and improving City streets, being improvements to Cibolo Valley Drive, and (2) the payment of professional services related to the design, construction,project management, and financing of the aforementioned projects. This notice has been duly published in a newspaper hereby found and determined to be of general circulation in the City, once a week for two (2)consecutive weeks,the date of the first publication of such notice being not less than forty-five (45) days prior to the tentative date stated therein for the passage of the ordinance authorizing the issuance of such certificates of obligation, and the notice was also posted with the City's website continuously for at least forty-five (45) days before the date set for the passage of this Ordinance; and WHEREAS, no petition protesting the issuance of the certificates of obligation described in this notice, signed by at least 5% of the qualified electors of the City, has been presented to or filed with the City Secretary prior to the date tentatively set in such notice for the passage of this ordinance; and WHEREAS, the City Council hereby finds and determines that the issuance of the certificates of obligation,under the terms herein specified, is in the best interests of the City and its residents; and WHEREAS,the City Council hereby finds and determines that certificates of obligation in the principal amount of$ described in such notice should be issued and sold at this time; now,therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CIBOLO, TEXAS THAT: SECTION 1: Authorization-Designation-Principal Amount-Purpose. The certificates of obligation 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 COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, SERIES 2020"(the Certificates),for the purpose of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes, to-wit: (1) designing, developing, constructing, equipping, and improving City streets,being improvements to Cibolo Valley Drive, and (2) the payment of professional services related to the design, construction, project management, and financing of the aforementioned projects,pursuant to the authority conferred by and in conformity with the laws of the State of Texas, particularly the Certificate of Obligation Act of 1971, as amended, Texas Local Government Code Section 271.041 through Section 271.064, Chapter 1502, as amended,Texas Government Code, and the City's Home Rule Charter. SECTION 2: Fully Registered Obligations - Authorized Denominations — Stated Maturities-Interest Rates-Certificate Date. The Certificates are issuable in fully registered form only;shall be dated September 15,2020(the Certificate Date)and shall be issued in denominations of$5,000 or any integral multiple thereof(within a Stated Maturity) thereof, and the Certificates shall become due and payable on February 1 in each of the years and in principal amounts (the Stated Maturities)and bear interest on the unpaid principal amounts,at the per annum rates,while Outstanding, in accordance with the following schedule: Years of Principal Interest Stated Maturity Amounts($) Rates The Certificates shall bear interest on the unpaid principal amounts from the Closing Date (anticipated to occur on or about October 7,2020), or from the most recent Interest Payment Date (hereinafter defined)to which interest has been paid or duly provided for,to Stated Maturity,while Outstanding, at the rates per annum shown in the above schedule(calculated on the basis of a 360- day year of twelve 30-day months). Interest on the Certificates shall be payable on February 1 and August 1 in each year(each, an Interest Payment Date), commencing February 1,2021. -2 - SECTION 3: Payment of Certificates - Paying Agent/Registrar. The principal of and interest on the Certificates, due and payable by reason of Stated Maturity, or otherwise, shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and such payment of principal ofand interest on the Certificates shall be without exchange or collection charges to the Holder (hereinafter defined) of the Certificates. The selection and appointment of UMB Bank, N.A., Austin, Texas (the Paying Agent/Registrar) to serve as the initial Paying Agent/Registrar, for the Certificates 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 Certificates, 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 City may prescribe. The City covenants to maintain and provide a Paying Agent/Registrar at all times while the Certificates 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. The 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 Certificates by United States mail, first-class postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. Principal ofand interest on the Certificates, due and payable by reason of Stated Maturity, or otherwise, shall be payable only to the registered owner of the Certificates (the Holder or Holders) appearing on the Security Register maintained on behalf of the City by the Paying Agent/Registrar as hereinafter provided(i) on the Record Date (hereinafter defined) for purposes of paying interest thereon,(ii)on the date of surrender of the Certificates for purposes of receiving payment ofprincipal thereof at the Certificates' Stated Maturity,and(iii)on any other date for any other purpose. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder as the owner of a Certificate 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 the Certificates, shall be payable only upon presentation and surrender of the Certificates to the Paying Agent/Registrar at its corporate trust office. Interest on the Certificates shall be paid to the Holder whose name appears in the Security Register at the close of business on the fifteenth day of the month next preceding the Interest Payment Date for the Certificates(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. - 3 - If the date for the payment of the principal ofor interest on the Certificates 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 Certificates was due. In the event of a non-payment of interest on a scheduled payment date, and for thirty(30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent/Registrar,if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest(the Special Payment Date--which shall be fifteen(15) days after the Special Record Date) shall be sent at least five(5) business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. SECTION 4: Redemption. The Certificates are not subject to redemption prior to Stated Maturity. SECTION 5: Execution - Registration. The Certificates 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 Certificates may be manual, electronic or facsimile. Certificates bearing the manual, electronic or facsimile signatures of individuals who were, at the time of the Certificate 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 Certificates to the Purchasers (hereinafter defined), all as authorized and provided in Chapter 1201, as amended, Texas Government Code. No Certificate shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Certificate 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 Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly certified or registered and delivered. SECTION 6: Registration-Transfer-Exchange of Certificates-Predecessor Certificates. The Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of every owner of the Certificates, or if appropriate, the nominee thereof. Any Certificate may,in accordance with its terms and the terms hereof,be transferred or exchanged for Certificates of other authorized denominations upon the Security Register by the Holder,in person or by his duly authorized agent,upon surrender of such Certificate to the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. -4 - Upon surrender for transfer of any Certificate at the corporate trust office of the Paying Agent/Registrar, the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Certificates executed on behalf of, and fiunished by,the City of authorized denominations and having the same Stated Maturity and of a like interest rate and aggregate principal amount as the Certificate or Certificates surrendered for transfer. At the option of the Holder, Certificates may be exchanged for other Certificates of authorized denominations and having the same Stated Maturity,bearing the same rate of interest, and of like aggregate principal amount as the Certificates surrendered for exchange, upon surrender of the Certificates to be exchanged at the corporate trust office of the Paying Agent/ Registrar. Whenever any Certificates are so surrendered for exchange,the City shall execute and the Paying Agent/Registrar shall register and deliver new Certificates executed on behalf of, and furnished by,the City to the Holder requesting the exchange. All Certificates issued upon any transfer or exchange of Certificates shall be delivered at the corporate trust office of the Paying Agent/Registrar,or be sent by United States 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 Certificates surrendered upon such transfer or exchange. All transfers or exchanges of Certificates 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. Certificates canceled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be Predecessor Certificates, evidencing all or a portion, as the case may be, of the same debt evidenced by the new Certificate or Certificates registered and delivered in the exchange or transfer therefor. Additionally, the term Predecessor Certificates shall include any Certificate registered and delivered pursuant to Section 25 in lieu of a mutilated, lost, destroyed, or stolen Certificate which shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Certificate. SECTION 7: Initial Certificate. The Certificates herein authorized shall be initially issued as a fully registered Certificate in the total principal amount of$ with principal installments to become due and payable as provided in Section 2 and numbered T-1 (the Initial Certificate) and the Initial Certificate shall be registered in the name of the Purchasers or the designee thereof. The Initial Certificate shall be the Certificates submitted to the Office of the Attorney General of the State of Texas for approval and certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the Purchasers. At any time after the delivery of the Initial Certificate to the Purchasers,the Paying Agent/Registrar,upon written instructions from the Purchasers, or their designee, shall cancel the Initial Certificate delivered hereunder and exchange therefor definitive.Certificates of authorized denominations, Stated Maturities, principal amounts, and bearing applicable interest rates, and shall be lettered - 5 - "R" and numbered consecutively from one (1) upwards, for transfer and delivery to the Holders named and at the addresses identified therefor;all pursuant to and in accordance with and pursuant to such written instructions from the Purchasers, or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. SECTION 8: Forms. A. Forms Generally. The Certificates, 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 Certificates 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 Certificates, or any Stated Maturities thereof, are insured and identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including insurance legends and any reproduction of an opinion of Bond Counsel) thereon as may, consistent herewith, be established by the City or determined by the officers executing the Certificates as evidenced by their execution thereof. Any portion of the text of any Certificate may be set forth on the reverse thereof,with an appropriate reference thereto on the face of the Certificate. The definitive Certificates 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 Certificates as evidenced by their execution thereof, but the Initial Certificate submitted to the Attorney General of Texas may be typewritten or photocopied or otherwise reproduced. [The remainder of this page intentionally left blank.] - 6 - B. Form of Definitive Certificate. REGISTERED REGISTERED PRINCIPAL AMOUNT NO. $ United States of America State of Texas County of Guadalupe CITY OF CIBOLO, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, SERIES 2020 Certificate Date: Interest Rate: Stated Maturity: CUSIP No.: September 15, 2020 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS The City of Cibolo, Texas (the City), a body corporate and municipal corporation in the County of Guadalupe, State of Texas, for value received, 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 and to pay interest on the unpaid Principal Amount hereof from the Closing Date (anticipated to occur on or about October 7, 2020), 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 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 1,2021. Principalf of this Certificate 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 Certificate(or one or more Predecessor Certificates, 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 and interest on this Certificate 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. - 9 - This Certificate is one of the series specified in its title issued in the aggregate principal amount of$ (the Certificates) pursuant to an Ordinance adopted by the governing body of the City (the Ordinance), for the purpose of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes,to-wit: (1) designing, developing, constructing, equipping, and improving City streets, being improvements to Cibolo Valley Drive, and (2) the payment of professional services related to the design, construction, project management, and financing of the aforementioned projects, under and in strict conformity with the laws of the -State of Texas, particularly Chapter 1502, as amended, Texas Government Code, the Certificate of Obligation Act of 1971, as amended, Texas Local Government Code, Section 271.041 through 271.064, and the City's Home Rule Charter. As specified in the Ordinance,the Certificates are not subject to redemption prior to Stated Maturity. The Certificates of this series are payable from the proceeds of an ad valorem tax levied upon all taxable property within the City,within the limitations prescribed by law, and are further payable from and secured by a lien on and pledge of the Pledged Revenues(identified and defined in the Ordinance), being a limited amount of the Net Revenues derived from the operation of the City's combined utility system(the System), such lien on and pledge of the limited amount of Net Revenues being subordinate and inferior to the lien on and pledge of such Net Revenues securing payment of the currently outstanding Prior Lien Obligations and any Additional Prior Lien Obligations;Junior Lien Obligations,or Subordinate Lien Obligations hereafter issued by the City. In the Ordinance,the City reserves-and retains the right to issue Additional Prior Lien Obligations, Junior Lien Obligations,Subordinate Lien Obligations,and Additional Limited Pledge Obligations (all as identified and defined in the Ordinance), while the Certificates are Outstanding, without limitation as to principal amount but subject to any terms, conditions or restrictions as may be applicable thereto under law or otherwise. 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 and the revenues pledged for the payment of the Certificates;the terms and conditions under which the City may issue Additional Prior Lien Obligations, Junior Lien Obligations, Subordinate Lien Obligations, and Additional Limited Pledge Obligations; the terms and conditions relating to the transfer or exchange of the Certificates; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holder; the rights,duties,and obligations of the City and the Paying Agent/Registrar;the terms and provisions upon which this Certificate 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. As provided in the Ordinance and subject to certain limitations contained therein, this Certificate is transferable on the Security Register of the City,upon presentation and surrender of this Certificate for transfer at the corporate trust office of the Paying Agent/Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by the Holder hereof, or his duly authorized agent, and thereupon - 10 - one or more new fully registered Certificates 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 Certificate as the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity and (iii) on any other date as the owner hereof for all other purposes, and neither the City nor the Paying Agent/Registrar, or any such agent of either, shall be affected by notice to the contrary. In the event of a non-payment of interest on a scheduled payment date, and for thirty(30) days thereafter,a new record date for such interest payment(a Special Record Date)will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest(the Special Payment Date-which shall be fifteen(15)days after the Special Record Date)shall be sent at least five (5)business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, covenanted, and represented that all acts, conditions, and things required to be performed, exist, and be done precedent to the issuance of this Certificate 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 issuance of the Certificates does not exceed any constitutional or statutory limitation;and that due provision has been made for-the payment of the principal of and interest on the Certificates by the levy of a tax and collection of Pledged Revenues as aforestated. In case any provision in this Certificate 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 Certificate and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. [The remainder of this page intentionally left blank.] - 11 - PASSED AND ADOPTED by the City Council of the City of Cibolo, Texas, this the 8th day of September, 2020. CITY OF CIBOLO, TEXAS Stosh Boyle Mayor ATTEST: Peggy Cimics City Secretary ...••••••.. yOFC •. * . %0.. (CITY SI' � • rv): ' G cUU�1'f'1.V [The remainder of this page intentionally left blank.] S-1