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Ord 1356 02/08/2022 Tax Notes p C��` ,,,,,;,,,,, - 0 �' a .. 7i x A S "City of Choice" ORDINANCE AN ORDINANCE BY THE CITY COUNCIL OF THE CITY.OF CIBOLO, TEXAS AUTHORIZING THE ISSUANCE OF UP TO $2,250,000 "CITY OF . CIBOLO, :TEXAS TAX NOTES, - SERIES.' 2022"; LEVYING A CONTINUING DIRECT ANNUAL AD VALOREM TAX, FOR THE PAYMENT OF THE NOTES; PRESCRIBING. :THE FORM, TERMS, CONDITIONS, AND RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE ISSUANCE, PAYMENT, SECURITY, SALE, AND DELIVERY OF THE NOTES; AUTHORIZING THE EXECUTION OF A PAYING AGENT/REGISTRAR AGREEMENT AND A PURCHASE AND INVESTMENT LETTER; AUTHORIZING THE EXECUTION OF ANY NECESSARY ENGAGEMENT AGREEMENTS WITH . THE CITY'S : ' FINANCIAL ADVISOR; ENACTING OTHER PROVISIONS INCIDENT AND RELATED TO THE SUBJECT AND PURPOSE .:OF THIS ORDINANCE; AND PROVIDING FOR AN EFFECTIVE DATE WHEREAS,pursuant to the provisions of Chapter 1431, as amended, Texas Government Code (the:Act), the City Council (the Governing Body) of the City,of Cibolo, Texas (the Issuer or the City) is authorized and empowered to issue anticipation notes to pay contractual obligations incurred or to be incurred for the construction of any public works, for the.purchase.of materials, supplies, equipment, machinery, buildings, lands, and rights-of-way for the:Issuer's authorized needs and purposes, and for professional services, including services provided by tax appraisers, engineers, architects, attorneys, auditors,mapmakers,financial advisors; and fiscal agents; and WHEREAS, in accordance with the provisions of the Act, the Governing Body hereby finds and determines that anticipation notes should be issued and sold at this time to finance the costs of paying contractual obligations to be incurred for (i) acquiring and equipping vehicles for various City purposes;including police; fire, and emergency medical services; and (ii)paying the costs of issuance of the Notes (the Project); and WHEREAS, the Governing Body hereby finds and determines that the issuance of anticipation notes is in the best interests of the residents of the Issuer; now, therefore, 1 BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CIBOLO THAT: SECTION 1: Authorization — Designation - Principal Amount — Purpose.. General obligation notes of the Issuer shall be and are hereby authorized to be issued in the aggregate principal amount of AND NO/100 ($ ), to be designated and bear the title of"CITY OF CIBOLO, TEXAS TAX NOTES,. SERIES 2022" (the Notes),for the purpose of providing funds for (i) acquiring and equipping vehicles for various City_purposes, including police, fire, and emergency-medical services, and (ii) paying the costs of issuance of the Notes; all.in conformity with the laws of the State of Texas,particularly the Act, this ordinance(the Ordinance).adopted by the Governing Body, and the Issuer's Home Rule Charter. SECTION 2: Fully Registered Notes — Authorized Denominations — Stated Maturities — Interest Rates - Dated Date. _The Notes shall be issued as fully registered obligations,. without . coupons, shall be dated March 1, 2022 (the Dated Date) and .shall be issued in-authorized denominations of $100,000 or any $1,000 .integral multiple thereof (within a Stated Maturity), shall be lettered "R-" and numbered consecutively from one- (1) upward. The principal shall - - become due and payable on August 1 in each of the years (the-Stated Maturities) and in the amounts:and bear interest at the rates per annum, in accordance with the following.schedule: Years of Principal Interest Stated Maturity Amounts ($) Rates The Notes shall bear interest on the unpaid principal amounts from the Closing Date .. (anticipated to occur on or about March 9, 2022), 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 yearof twelve 30-day months). Interest on the Notes shall be payable on February-1 and August l in each year (each, an Interest Payment Date), commencing August 1, 2022, while the Notes are Outstanding.. SECTION. 3: Payment of Notes _Paying A e� ig stray. The principal of, premium,if any,and the interest on the Notes,due and payable by reason of Stated Maturity or otherwise,shall be payable, without exchange or collection charges to the Holders (as hereinafter: defined), appearing -on the Security: Register (as hereinafter. defined) :maintained by the Paying Agent/Registrar (as hereinafter defined) in any coin or currency of the.United States of America which at the time of payment is legal tender for the payment of public and private debts, and such payment of principal of, premium, if any, and interest on the Notes'shall be without exchange or collection charges to the Holder of the Notes. The selection and.: appointment of (the Paying Agent/Registrar), to serve as the initial Paying Agent/Registrar for the Notes is hereby approved 2 and confirmed, and the Issuer 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 Notes, all as provided herein, in accordance with the terms and provisions of a Paying Agent/Registrar Agreement,attached,in substantially final form,. as Exhibit A hereto, and such reasonable rules and regulations as the Paying Agent/Registrar and the Issuer may prescribe: The Issuer covenants to maintain and provide.a Paying Agent/Registrar at all times while the Notes are Outstanding, and any successor Paying Agent/Registrar shall be (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 Issuer 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 Issuer agrees to promptly cause a written notice of this substitution to be sent to each Holder of the Notes by United States mail, first-class postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. Principal of, premium, if any, and interest on the-Notes, due:and payable by_reason of Stated Maturity or otherwise, shall be payable only to the registered owner of the Notes appearing on the Security Register.(the Holder or Holders)maintained on behalf of the Issuer by the Paying Agent/Registrar as hereinafter provided (i) on the Record Date (hereinafter defined) for purposes of payment of interest on the Notes,.(ii) on the date of surrender of the Notes for purposes of receiving payment of principal thereof at the Notes' Stated Maturity, and(iii) on any:other date for any other purpose. The Issuer and the Paying Agent/Registrar, and any agent of either, shall treat the Holder as the owner of a Note for purposes of receiving payment and all other purposes whatsoever, and neither the Issuer nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary: Principal of and premium,if any, on the Notes shall be payable only upon presentation and surrender of the Notes to the Paying Agent/Registrar at its corporate trust office., Interest,on the Notes shall be paid to.the Holder whose name appears in the Security Register at the close of business on the fifteenth (15th) day of the month next preceding an Interest Payment Date for the Notes (the Record Date) and shall be paid- (i) by check sent by United States mail, first-class postage,prepaid, by the Paying Agent/Registrar, to the address of the Holder appearing in the Security Register or(ii)by such other method,acceptable to the Paying Agent/Registrar,requested . in writing by the Holder at the Holder's risk and expense. If the date for the payment of the principal of, premium, if any, or interest on the Notes shall be a Saturday, a Sunday, a legal holiday, or a day on which banking institutions in the city where the corporate trust office of the Paying Agent/Registrar is-located are authorized by law or executive order to close;then the date for such payment shall be the next succeeding day which is not such.a day. The payment on such date shall have the same force and effect as if made on the original date any such payment on the Notes was due. In the event of a non-payment of interest on a scheduled payment date, and for.thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by.the Paying Agent/Registrar,if and when funds for the payment of such interest have 3 -been received from the Issuer. 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 Note appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. SECTION 4: Redemption. [The Notes are not subject to redemption prior to Stated Maturity.] SECTION 5:.Execution—Registration.The Notes shall be executed on behalf of the Issuer by its.Mayor under the seal of the Issuer reproduced or impressed thereon and attested by its City Secretary. The signature of any of said officers on the Notes may be manual, electronic or facsimile..Notes bearing the manual, electronic or facsimile signatures'of individuals who were,at the time of the Dated Date, the proper officers of the Issuer shall bind the Issuer,notwithstanding that such individuals or either of them shall cease to hold such offices prior to the delivery of the Notes to the Purchasers (hereinafter defined), all:as authorized and provided in Chapter 1201, as amended, Texas Government Code. No.Note shall be entitled to any right or benefit:under this.Ordinance, or be valid or obligatory for any purpose, unless there appears on such Note either a certificate of registration substantially in the form provided in Section 8C herein, 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 herein, executed by the Paying Agent/Registrar by manual signature,and either such certificate upon any Note shall be conclusive evidence,and the only evidence,that such Note has been duly certified or registered and delivered. SECTION 6:Registration—Transfer—Exchange of Notes—Predecessor Notes;The Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of every owner of the Notes or, if appropriate,the nominee thereof. Any Note may,in accordance with its terms and.the terms hereof, be transferred or exchanged for Notes of other. authorized denominations upon the Security Register by the Holder,,in person or by his duly authorized agent, upon surrender of such Note to the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender for transfer of any Note at the corporate trust office of the Paying Agent/Registrar,the:Issuer shall execute and the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more-new Notes of authorized denomination and having the same Stated Maturity and of a like interest rate and aggregate principal amount as the Note or Notes surrendered for transfer. At the option of the Holder, Notes may be exchanged for other Notes of authorized -denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Notes surrendered for.exchange upon surrender of the Notes to be exchanged at the corporate trust office of the Paying Agent/Registrar. Whenever any Notes are so surrendered for exchange,the.Issuer shall execute,and the Paying Agent/Registrar shall register, and deliver, the Notes to the Holder requesting the exchange. 4 All Notes issued upon any transfer or exchange of.Notes shall be delivered at the corporate trustor other office of the Paying Agent/Registrar, or be sent by registered mail to the Holder at his request,risk,and expense and,upon the.delivery thereof,the same shall be the valid and binding, obligations:of the Issuer, evidencing the same obligation to pay, and-entitled to the same benefits under:this Ordinance, as the Notes surrendered upon such transfer or exchange. All transfers or exchanges of Notes pursuant to this Section shall be madevithout expense or service charge to the Holder, except as otherwise herein provided, and except that the Paying Agent/Registrar:shall require payment by the Holder requesting such transfer or exchange of any tax or other governmental charges required to be paid with respect to such transfer or exchange. Notes canceled by reason of an exchange or transfer pursuant to.the provisions hereof are hereby defined to be "Predecessor Notes", evidencing all ora portion, as the case may be;-of the same debt evidenced by the new Note or Notes registered and delivered in the exchange or transfer therefor. Additionally,the term Predecessor Notes shall include any Note registered and delivered pursuant to Section 17 herein in lieu of a mutilated,lost, destroyed, or stolen Note which shall be deemed to evidence the sameobligation as the mutilated, lost, destroyed, or stolen Note. SECTION 7: Initial Note.The Notes herein authorized shall'be initially issued as a_single fully registered Note in the .aggregate principal amount of $ with: principal installments to become due and payable as provided in Section 2 hereof and.numbered T-1 (the Initial Note), and the Initial Note shall be registered in the name of the Purchasers.or the designee thereof. The Initial Note shall be the Note 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 Note, the Paying Agent/Registrar, pursuant to written instructions from the Purchasers,-or the designee thereof, shall cancel the Initial Note delivered hereunder and exchange therefor definitive Notes of like kind and of authorized denominations, Stated Maturities,principal amounts . and bearing applicable interest rates for transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to and.in accordance with such written instructions from the Purchasers, or the designee thereof, and such other information anddocumentation as the Paying Agent/Registrar may reasonably require. SECTION 8: Forms. A. Forms Generally. The Notes, the Registration Certificate of 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 Notes shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions,and other variations as are permitted:or required by this°Ordinance and may have such letters,numbers,.or other marks of identification(including insurance legends in the event the Notes,or any Stated Maturities thereof, are insured and identifying numbers and letters of the Committee on Uniform Securities Identification Procedures ofthe American Bankers Association) and such -legends and endorsements (including any reproduction of. an opinion of Bond Counsel) thereon as may, consistent herewith, be established by the Issuer or determined by the officers executing the Notes as evidenced by their execution thereof. Any portion of the text of any Note may be set forth on the reverse thereof,with an appropriate reference thereto on the face of the Note. 5 The definitive Notes shall be printed, lithographed, or engraved-, produced by any combination of these methods, or produced in any other similar manner, all as determined by the officers executing the Not as.evidenced by their execution thereof,but the Initial Note submitted. - to the Attorney General of the State of Texas may be typewritten or photocopied or otherwise reproduced. [The remainder of this page intentionally left blank] 6 B. Form of Definitive Note. REGISTERED REGISTERED NO. PRINCIPAL AMOUNT UNITED STATES OF:AMERICA STATE OF TEXAS COUNTY OF GUADALUPE CITY OF CIBOLO, TEXAS TAX NOTES, SERIES 2022 Dated Date: Interest Rate: Stated Maturity: CUSIPNo.: March 1, 2022 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS The City of Cibolo,Texas(the_Issuer), a body corporate and a municipal corporation in the County. of Guadalupe, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner specified above, or the registered assigns thereof, on the Stated Maturity date specified above,the Principal Amount specified above and to pay interest on the unpaid Principal Amount hereof from the Closing Date (anticipated to occur ori or about March 9, 2022),-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 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'l and August 1 of each year(each, an Interest Payment Date), commencing Principal on this Note shall be payable to the Registered Owner hereof(the Holder), upon presentation and surrender, at the corporate trust office of the Paying Agent/Registrar executing. the registration certificate appearing hereon or a successor thereof. Interest shall be payable to the Holder of this Note (or one or more Predecessor Notes, as defined in the Ordinance 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(15�')day of the month next preceding each Interest Payment Date.All payments of principal of and interest on this Note shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail, first-class postage prepaid, to the Holder hereof at the address appearing in the Security Register or:by such other method,acceptable to the Paying Agent/Registrar,requested by the Holder hereof at the Holder's risk and expense. 7 This Note:is one of the series specified in its title issued in the aggregate principal amount of$ (the Notes) pursuant to an ordinance adopted by the Governing Body of the Issuer(the.Ordinance),for the purpose of providing funds for(i) acquiring and equipping vehicles for various City purposes, including-police, fire, and emergency medical services, and (ii) the payment of professional services related to the design, construction, installation, and financing of the aforementioned projects, all in conformity with the laws of the.State of.Texas, including Chapter 1431, as amended, Texas Government Code, the Ordinance, and the Issuer's Home Rule Charter. [As provided in the .Ordinance, the Notes are not subject to redemption prior to Stated Maturity:] The Notes of this series.are payable from the proceeds of an annual ad valorem tax levied, within the limitations prescribed by law, upon all.taxable.property within the Issuer. Reference is hereby made to the Ordinance, a copy of which is on file in the corporate trust -or other office of the Paying Agent/Registrar, and to all of the provisions of which the Holder by ' his acceptance hereof hereby assents,for definitions of terms;the description of and the nature and extent of the tax levied-for the payment of the Notes; the terms and conditions relating to the transfer or exchange of the Notes; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holders; the rights, duties, and obligations of the Issuer'and the Paying Agent/Registrar; the terms and provisions upon which this Note may be discharged at or prior to theStated 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 without definition have the same meanings assigned in the Ordinance. This Note, subject to.certain limitations contained in-the-Ordinance,may be transferred on the Security Register upon presentation and surrender at the corporate trust office of'the Paying Agent/Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying A,gent/Registrar duly- executed by the-Holder hereof, or his duly authorized agent, and thereupon one or more new fully registered.Notes of the same Stated . Maturity,of authorized denominations,bearing the same rate of interest,and of the same aggregate principal amount will be issued to the designated,transferee or transferees. The Issuer and the Paying Agent/Registrar, and any agent of either, shall treat the Holder hereof whose name appears on the Security Register (i) on the Record Date as the owner hereof for purposes of receiving payment of.interest hereon, (ii) on the date of surrender of this Note as the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity, and (iii):ou any other date as the owner hereof for all other purposes, and neither the Issuer 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 Issuer. 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 8 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 Note in order `to render the same a legal,valid,and binding obligation of the Issuer 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 Notes does not exceed any constitutional.or statutory limitation; and that due.provision has been made for.the payment of the principal of, premium if any, and interest on the Notes by the levy of a tax as aforestated. In case any provision :in this Note or any application thereof shall be deemed invalid, illegal, or:unenforceable, the validity, legality, and enforceability of the remaining provisions and applications.shall not in any way be affected or impaired thereby. The terms and provisions of this Note and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed under its official seal. CITY OF CIBOLO, TEXAS By Stosh Boyle ayor ATTEST: � -Gyyy Peggy Clinics, City Secretary: 0 {CIT °o Doi ®moo ache remainder of this page intentionally left blank] ° 1 9 C:, *Form of Registration Certificate of Comptroller of Public Accounts to Appear on Initial Note 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 Note has been examined, certified as to validity and approve&by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this -Comptroller of Public Accounts of the State of Texas (SEAL) *NOTE TO PRINTER: Not to appear on printed Notes. D. *Form of Registration Certificate of Paying Agent/Registrar to Appear on Definitive Notes Only. REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR This Note has been duly issued under the provisions of the within-mentioned Ordinance; the Note or Notes of the above-entitled and designated series: originally.delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts,:as shown by the records of the Paying Agent/Registrar. Registered this date: ; as Paying . . . Agent/Registrar By: Authorized Signature . *NOTE TO PRINTER:-Print on Definitive Notes. 10 E. Form of Assignment. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns,and transfers unto(Print or typewrite name, address, and zip code of transferee): (Social Security or other identifying number): the within Note and all.rights thereunder, and hereby irrevocably,constitutes and appoints attorney to transfer the within Note on the books kept for'registration thereof;with full=power of substitution in the-premises: DATED: NOTICE:The signature on this assignment must correspond with the name of the registered owner..as it appears on the face of the within Note in every particular. Signature:guaranteed: [The remainder of this page intentionally left blank.] 11 F. Form of Initial Note. The Initial Note shall be in the form set-forth in:subsection B of this Section, except that the form of a single fully registered Initial Note shall be modified, as follows: . (i) 'immediately under the name of the Note the headings "Interest Rate and "Stated Maturity " shall both be completed"as shown below"; and (ii) the first(lst)two (2)paragraphs:shall read as follows: REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS The City of Cibolo, Texas (the Issuer), a body corporate and municipal corporation in the County:of Guadalupe, State of Texas, for value received, acknowledges.itself indebted to and hereby promises to pay to the order of the Registered Owner named above;or the registered assigns thereof, the Principal Amount specified above on the first.(PS day..ofAugust 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 1Vlaturity Amounts ($1 Rates (Information to be inserted from schedule in Section 2 hereof.) and to pay:interest on the unpaid Principal Amount hereof from the Closing Date (anticipated to occur on March 9, 2022) 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, at the per annum rates of interest specified above computed ori_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 August 1, 2022. Principal of this Note shall be payable to the Registered Owner hereof(the Holder), upon its presentation and surrender to:Stated Maturity, while Outstanding, at the corporate trust-office of. (the Paying Agent/Registrar). Interest shall be payable to the Holder of this Note whose name appears on :the Security. Register maintained by the Paying Agent/Registrar at the close of business on the Record Date,which is the f Aeenth(15t")day.of the month next preceding each Interest Payment Date. All payments of principal of and interest on this Note shall be in any coin or currency of the United States of America which at the time of payment is legal tender.for the payment of public and.private debts. Interest shall-be paid by the Paying Agent/Registrar by check sent on 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. 12 G: Insurance Legend. If bond insurance is obtained by the Issuer or the Purchasers for the Notes,the definitive Notes and the Initial Note shall bear an appropriate legend as provided by the bond insurer. [BOND INSURANCE] or [STATEMENT OF INSURANCE] 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 Section 36 .of this Ordinance have the meanings assigned to them in such Section, 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,the City Manager,the Director of Finance, or the City Secretary (or.any individual serving in an interim capacity or on an acting basis related to the foregoing positions). B. The term Closing Date shall mean the date of physical delivery of the Initial Note in exchange for the payment in full by the Purchasers. C. The term Debt Service Requirements shall mean; as of any particular date of computation, with respect-to any obligations and with respect to any period, the aggregate of the. amounts to be paid or set aside by the Issuer as of such date or.in such period for the payment of the principal of, premium, if any, and interest (to the extent-not capitalized) on such obligations; assuming, in the. case of obligations without a fixed numerical rate, that such obligations bear interest at the maximum rate permitted by the terms thereof and further assuming in the case of obligations required to be redeemed or prepaid as to principal prior to-Stated Maturity,the principal amounts thereof will be redeemed prior. to Stated Maturity in accordance with the mandatory redemption provisions applicable thereto. D. The term Depository.shall mean an official depository bank of the Issuer. E. The term Government Securities, as used herein, shall mean: (i) direct noncallable obligations of the United States,'including obligations that:are unconditionally guaranteed by,the United States of America; (ii)noncallable obligations of anagency 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 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 Notes. 13 F.: The.term Holder or Holders shall mean the registered owner,.whose name appears in the Security Register;for any Note. G. The term Interest Payment Date shall mean the date-interest is payable on the Notes, being February 1 and August 1 of each year, commencing August 1, 2022,.while any of the Notes remain Outstanding. H.' The term Issuer shall mean the City of Cibolo, Texas located in the County of Guadalupe, Texas and, where appropriate,the Governing Body of the Issuer. I. The term Note:Fund shall mean the special fund created and established by the provisions of Section 10 of this Ordinance. J.. : The term Notes shall mean the$ "CITY OF CIBOLO,TEXAS TAX NOTES, SERIES 2022" authorized by this Ordinance. K. The term Ordinance shall mean this ordinance finally adopted by the Governing Body of the Issuer*on February 8, 2022. L. The term Outstanding when.used in this Ordinance with respect.to Notes shall mean, as of the date of determination, all Notes issued and delivered under this Ordinance, except: (1) those Notes-canceled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; (2)_ those-Notes for which payment has been duly provided by .the Issuer in accordance with the provisions of Section 21 of this Ordinance; and (3) those Notes that have:been mutilated, destroyed, -lost, or stolen and replacement Notes have been registered and delivered in lieu thereof as provided in Section 17 of this-Ordinance. M. The term Purchasers shall mean the initial purchasers:of the Notes named in Section 18 of this Ordinance. N. The term Stated.Maturity shall mean the annual.principal payments of the Notes payable on August 1 of each year,as set forth in Section 2 of this Ordinance. SECTION 10:.Note Fund—Investments. For the purpose of paying the interest on and to provide'a sinking fund for the payment, redemption,and retirement of the Nofes, there shall be and is hereby.'created a special fund to be designated"CITY OF CIBOLO, TEXAS TAX NOTES, SERIES 2022 INTEREST AND SINKING FUND"(the Note Fund);which hind shall be kept and maintained at the.Depository,and money deposited in such fund shall be used for no other purpose and shall be maintained as provided in Section 19. Authorized Officials of the Issuer are Hereby authorized and directed to make withdrawals from the Note Fund suff cient to pay the principal.. of,premium,if any, and interest on the Notes as the same become due-and payable and shall cause to be transferred to the Paying Agent/Registrar from money on deposit in the Note Fund an amount sufficient to pay the amount of principal and/or interest stated to mature on the Notes, such transfer of funds to the Paying Agent/Registrar to be'made in such manner as, will cause immediately available funds to be deposited with the Paying Agent/Registrar on or before the business day next 14 . preceding each interest and principal payment date for the Notes. Pending the transfer of funds to the Paying,Agent/Registrar, money deposited in any fund created and established by this Ordinance, at the option of the Issuer, may be placed in time: deposits;7 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 faithand credit or represent its:general obligations, or invested in indirect obligations of the United States of America, including, but not limited to, evidences of indebtedness issued, insured or guaranteed by such governmental:agencies as the Federal Land Banks, Federal Intermediate Credit Banks, Banks for Cooperatives, Federal Home Loan Banks, Government National Mortgage Association, Farmers Home Administration, Federal Home Loan Mortgage Association; Small Business Administration, or Federal Housing Association;provided that all such deposits and investments shall be made in such a manner that the money required to be expended from such fund will be available at the proper time or times; All interest and income derived from deposits and investments in such fund shall be credited-to, and any losses debited to, such fund. All such investments shall be sold promptly when necessary to prevent any-default in connection with the Notes. SECTION 11: Tax Lew. To provide for the payment of the Debt Service Requirements on the Notes being (i) the interest on the Notes and (ii) a.sinking fund for their redemption at Stated Maturity or a sinking fluid of two percent(2%) (whichever amount shall be the greater),there shall be and there is hereby levied for the fiscal year commencing October 1;2022.and each succeeding year thereafter while the Notes or any interest thereon shall remain Outstanding,.a sufficient tax, within the limitations prescribed by law, on each one hundred:($100) dollars' valuation of taxable property in the Issuer,adequate.to pay such Debt Service Requirements,full allowance being made for delinquencies and.costs of collection; said tax shall be assessed and collected each year and applied to the..payment of the Debt'Service Requirements, and the same shall not be diverted to any other purpose. The taxes so levied and collected shall be paid into the Note Fund and are thereafter pledged to the payment of the Notes. The Governing Body hereby declares its purpose and intent to provide and levy a:tax legally and fully sufficient to :pay such Debt Service Requirements, it having been determined that the existing and available taxing authority of the Issuer. for such purpose is adequate to permit a legally.sufficient tax in consideration of all other outstanding indebtedness and other obligations of the Issuer. SECTION 12:.' Deposits to'Note Fund — Surplus :Note Proceeds. The Issuer hereby covenants and agrees to cause to be deposited in the Note Fund prior to a principal and interest payment date. for the Notes, from the annual levy of an ad valorem-tax or from other lawfully available funds, amounts sufficient to fully pay and discharge promptly each installment of interest and principal of the Notes as thesame accrues or matures or comes due by reason of Stated Maturity. Accrued interest, if any, received:from the Purchasers of the Notes shall be deposited to the Note.Fund..In addition,.any surplus proceeds from the sale of the Notes,including investment income thereon, not expended for authorized purposes, as described in Section 1- hereof, shall be 15 deposited in the Note Fund, and such amounts so deposited shall reduce the sums otherwise required to be deposited in said fund from ad valorem taxes. SECTION 13: Security of Funds. All money on deposit in the funds for which this, Ordinance makes provision(except any portion thereof as may be at any time properly invested as provided herein) shall be secured in the manner and to the fullest extent required by the laws of the State of Texas for the security of public funds,and money on.deposit in such funds shall be used only for the purposes permitted by this Ordinance. SECTION 14:.Remedies- in Event of Default. In addition to:all the rights and:remedies. . provided by the laws of the State of Texas,the Issuer covenants and agrees particularly that in the . event the Issuer: (i) defaults in the:payments-to be made to the:Note Fundor (ii).defaults in the observance, or performance of any other of the covenants, conditions,.or obligations set forth in this Ordinance,the Holders of any of the Notes shall be entitled to seek a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the Governing Body of the Issuer and other officers of the Issuer 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 as it appears 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 Holdersshall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent :to the validity of any action taken in reliance upon such waiver. SECTION 16: Cancellation. All Notes surrendered for payment, transfer, exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and, if surrendered to the Issuer; shall be,delivered to the Paying.Agent/Registrar and, if not already canceled, shall be promptly canceled by-the Paying Agent/Registrar. The Issuer may at any time deliver to.the Paying Agent/Registrar,for cancellation any:Notes previously certified or;registered and delivered which the Issuer may:have acquired in any. manner whatsoever, and:all Notes.so delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled Notes held by the Paying Agent/Registrar shall be destroyed as directed by the Issuer. 16 SECTION 17: Mutilated, Destroyed, Lost, and Stolen Notes. If(i) any mutilated Note is surrendered to the Paying Agent/Registrar, or the Issuer and the Paying Agent/Registrar receive evidence to.their satisfaction of the destruction,loss,or theft of any Note,and(ii)there is delivered to the Issuer 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 Issuer or the Paying Agent/Registrar that such Note has been acquired by a bona fide purchaser, the Issuer shall execute and,upon its request, the Paying Agent/Registrar shall register and deliver, in exchange for or in:lieu of any such mutilated,destroyed;lost,or stolen Note,a new Note of the same Stated Maturity and interest rate and of like tenor and principal amount,bearing a number not contemporaneously Outstanding. In case any such mutilated,destroyed,lost,or stolen Note has become.-or is about to become due and payable, the Issuer in its discretionmay, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note, or payment in lieu thereof,under this Section,the Issuer may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge imposed in relation thereto and any other expenses (including attorney's fees and the fees and expenses of the Paying,Agent/Registrar) connected therewith. Every new Note issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen Note shall constitute a replacement of the prior obligation of the Issuer,whether or not the mutilated, destroyed, lost, or stolen Note shall be at anytime enforceable by anyone,and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Notes. The provisions of this Section are exclusive and shall preclude (to the, extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost, or stolen Notes.. SECTION 18: Sale of Notes Approval of Purchase Contract. The Notes authorized by this Ordinance are hereby sold by the Issuer to , as a direct bank purchaser(the Purchasers), having all of the rights, duties, and obligations of a Holder, in accordance with the provisions of a Purchase and.Investment Letter, dated February 8, 2022 (the Purchase.Contract) attached hereto as Exhibit.B and incorporated hereby by reference as apart of this Ordinance for all purposes. The Initial Note shall be registered in the name of The pricing and terms of the sale of the Notes are hereby found and determined to be the.most advantageous reasonably obtainable by the Issuer. Each Authorized Official is hereby authorized and directed'to execute the Purchase Contract for and on behalf of the Issuer and as the act and deed of this Governing Body, and. in regard to the approval and execution of the Purchase Contract, the Governing Body hereby finds, determines and declares--that the representations, warranties, and agreements of the Issuer contained in the Purchase Contract are-true and:correct in all material respects and shall be honored by the Issuer. Delivery of the Notes to the.Purchasers shall occur as soon as practicable after the adoption of this Ordinance,upon payment therefor in accordance with the terms of the Purchase Contract. SECTION 1.9: Covenants Regarding Tax Exemption of Interest on the Notes. A. Covenants. The City covenants to take any action necessary to passure, or refrain from any action which would adversely affect, the treatment of the Notes as obligations described in section 103 of the Internal Revenue Code of 1986, as amended (the Code),the interest on which is not includable in the "gross income" of the holder for purposes of federal income taxation. In furtherance thereof, the City covenants as follows: 17 (1) to take any action to assure that no more than 10 percent of the proceeds of the Notes or the projects financed or refinanced therewith(less amounts-deposited to a reserve fund,if any) are used for any"private business use,"as defined in section 141(b)(6)of the Code or, if more than 10 percent of the proceeds of the Notes or the projects financed or, refinanced therewith are-s.o used, such amounts,whether or not received by the City,with respect to such private business use, do not, under the terms:of this Ordinance or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10 percent (10%) of the debt service on the Notes, in contravention of section 141(b)(2) of the Code; (2). to take any action to assure that in the event that-the "private business use described in subsection(1) hereof exceeds 5 percent(5%) of the proceeds of the Notes or the projects financed or.re financed therewith(less amounts deposited into a reserve fund, , if any) then the amount in excess of 5 percent (5%) is used for a "private business use". Which is"related" and not"disproportionate,"within the meaning of section 141(b)(3) of the,Code, to the governmental use; (3) to take:any action to assure,that no amount which is greater than the lesserof $5,000,000, or 5 percent,(5%) of the.proceeds.of the Notes (less amounts deposited into a reserve fund,'if any).is directly:or indirectly used to finance loans to persons, other than state or local governmental units, in contravention'of section 141(c):of the Code; (4) to refrain from taking any action which,would otherwise.result in the Notes . being treated as"private activity bonds"-within the:meaning o f sectioin_14l(b)of the Code; (5) to refrain from taking any action that would result in the Notes being"federally guaranteed":within the meaning of section 149(b) of the Code; (6) to refrain from using;any portion of the proceeds'of.the Notes, directly or indirectly,to acquire or to replace funds which were used, directly or indirectly,to acquire investment property (as defined in section 148(b)(2) of Ahe Code) which: produces a materially higher yield over the term of the Notes, other than investment property acquired with-- (A) proceeds of the Notes invested fora reasonable temporary period of three years or lessor, in the case of a refunding bond, for a period of ninety (90) days or less until such proceeds are needed for the purpose for which the Notes are issued, (B) amounts invested in a.bona fide debt service fund, within the meaning of section 1.148-1(b)of the Treasury Regulations, and (C) amounts deposited in any reasonably required reserve or replacement.. fund to the extent such amounts do not exceed 10 percent of the proceeds of the Notes; (7) to otherwise restrict the use of the proceeds of the Notes or amounts treated as proceeds of the Notes, as may be necessary, so that the Notes do not otherwise contravene 18 the requirements of section 148 of the Code (relating to arbitrage); (8) refrain from using the proceeds of the Notes or proceeds of.any prior bonds to pay debt service on another issue more than 90 days after the date of issue of the Notes in contravention of the requirements of section 149(d) of the Code (relating to advance refundings); and (9) to pay to the United States of America at least'once during each five-year (5)' period (beginning on the date of delivery of the Notes)"an amount that is at least equal to 90 percent-(90%) of the "Excess Earnings," within the meaning of section 148(f) of the Code and to pay to the United States of America, not later than 60 days after the Notes have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code. B. Rebate Fund. In order to facilitate compliance with the above covenant(9), a "Rebate Fund" is herebyestablished by the City for the sole benefit of the United States of America,.and such fund shall not be subject to the claim of any other person; including without limitation the bondholders. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. C. Proceeds. The City ,understands that the. term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds,transferred proceeds (if any) and.proceeds of the refunded bonds expended prior to the date of issuance of the Notes. It is the understanding of the City that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable to the Notes,the City will not be required to comply with.any covenant contained herein to the extent that.such failure to comply, in the opinion of nationally recognized bond counsel, will.not adversely affect.the exemption from federal income taxation of interest on the Notes under section 103 of the Code. In theevent that regulations or rulings are hereafter- promulgated which impose additional requirements which are applicable to the Notes, the City agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally recognized-bond counsel; to preserve the exemption from federal income taxation ofinterest on the Notes under:section 103 of the Code. In furtherance of such intention, the City hereby authorizes and directs the Mayor or the City Manager of the City to execute any documents,certificates or-reports required by the Code and to make such elections, on behalf of the City, which may be permitted by the Code as are consistent with the purpose for the issuance of the Notes. D: Allocation of and Limitation on, Expenditures for the Project. The City covenants to account for the expenditure of sale proceeds and investment earnings to be used for the purposes described in Section 1 of this Ordinance on its books and records n. accordance with the requirements of the Internal Revenue Code. The City recognizes that in order for the proceeds to be considered used for the reimbursement of costs,the proceeds must be allocated to expenditures within 18 months of the later of the date that (1) the expenditure is made, or (2) the project is completed; but in no event later than three years after the date on which the original expenditure is paid. _The foregoing notwithstanding, the Issuer recognizes that in order for proceeds to be expended under the Internal Revenue Code, the sale proceeds or investment earnings must be 19 expended no more than 60 days after_the earlier.of(1)the fifth anniversary of the delivery of the Notes, or (2) the date the Notes are retired. The City agrees to obtain the advice of nationally- recognized bond counsel if such expenditure fails to comply with the foregoing to assure_that such. expenditure will not.adversely affect the tax-exempt status of the Notes. For purposes hereof,the. City shall not-be obligated to comply with this covenant if it obtains an opinion that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. E. Disposition of Project: The Citycovenants that the property constituting the projects financed or refinanced with the proceeds of the Notes will riot be sold or otherwise disposed in a transaction resulting in the receipt by-the City of cash:or other compensation, unless the City obtains an opinion of nationally-recognized bond counsel that such sale or other disposition will not adversely affect the tax-exempt status of the Notes. For purposes of the foregoing,the portion of the property comprising personal properly and disposed in the ordinary course shall not be treated as a transaction resulting in the receipt of cash or other compensation. For purposes hereof, the City shall not be obligated to comply with this covenant if it obtains an opinion that such failure to-comply will not adversely affect the excludability for federal income tax purposes from gross:income of the interest. F. Written. Procedures: Unless superseded by another action of the City,. to- ensure compliance with the covenants contained herein regarding private business use,remedial actions; arbitrage and rebate, the City Council hereby adopts and establishes the instructions attached hereto as Exhibit C as the City's writtenprocedures. G. Reimbursement. This Ordinance is intended to satisfy the.-Official requirements set forth in section 1.150-2 of the Treasury Regulations. SECTION 20: Control and Custody of Notes.The Mayor,shall be and is hereby authorized to take and have charge of all necessary orders and records pending investigation:by the Attorney General of the State.of Texas and shall take and have charge and control of the Notes pending their, approval.by the Attorney General of the State of Texas,theregistration thereof by the Comptroller of Public Accounts of the State of Texas and the delivery of the Notes to the Purchasers. Furthermore, any Authorized Official, either individually or any combination of them, are hereby authorized and directed to-:furnish and execute such documents relating to the Issuer and its financial affairs as may be necessary for the issuance of the Notes,the approval of the Attorney General of the State:of Texas.and their registration by the Comptroller of Public Accounts of the State of Texas and, together with the Issuer's-Financial Advisor, Bond Counsel, and the Paying Agent/Registrar, make the necessary arrangements for the delivery of the Initial Note to the Purchasers and, when requested in writing by the Purchasers, the initial exchange thereof for . definitive Notes. SECTION 21: Satisfaction of Obligation of Issuer. If the Issuer shall pay or cause to be paid, or there shall otherwise be paid to the Holders,the principal of premium,if any,:and interest on the Notes, at the times and in the manner stipulated in this Ordinance,then the pledge of taxes levied under this Ordinance and all covenants, agreements, and other obligations of the Issuer to the Holders shall thereupon cease, terminate, and be discharged ands satisfied. 20 Notes, or any principal amount(s) thereof, shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when (i) money sufficient to pay in full such Notes or the principal amount(s)thereof at Stated Maturity,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 escrowagent, which Government Securities mature as to principal and interest in such'amounts and at such times as will insure the availability,without reinvestment, of sufficient money,together with any money deposited therewith, if any, to pay when due the principal of and interest on such Notes, or the principal amount(s).thereof, at the Stated Maturity thereof. In the event of a defeasance of the; :Notes, the Issuer shall deliver a certificate from its financial advisor, the Paying Agent/Registrar, an independent accounting firm, or another-qualified third parry concerning the.deposit of cash and/or Government Securities to pay, when due,the principal:of and interest due on any defeased Notes. To the extent .applicable, if at all, the. Issuer covenants that no deposit of money or Government Securities will be made under this Section and no use made of any such deposit which would cause the Notes to be treated as arbitrage bonds within the meaning of section 148 of the Code(as defined in Section 19 hereof). Any money so deposited with the Paying Agent/Registrar, and all .income from Government Securities held in trust by the Paying Agent/Registrar,or an authorized escrow agent; . pursuant to this Section which is not required for the payment of the Notes, or any principal amount(s) thereof, or interest thereon with respect to which such money has been so deposited shall be remitted to the Issuer or deposited as directed by the.Issuer. Furthermore; any money held by the Paying Agent/Registrar for the payment of the principal of.and interest on the Notes and remaining unclaimed for a period:of three (3).years after the Stated Maturity of the Notes:such money was deposited and is held in trust to pay shall upon the request of.the Issuer be remitted to the Issuer against a written receipt therefor, subject to the unclaimed property laws of.the State of Texas. SECTION 22: Printed Opinion. The Purchasers' obligation to accept delivery of the Notes is subject to its being furnished a final_opinion of McCall, Parkhurst & Horton L.L.P., as Bond Counsel; approving certain legal matters as to the Notes, said opinion to be dated and delivered as of the date of initial delivery and payment for such Notes. Printing of'a`true and correct copy of this opinion on the reverse side of each of the Notes,with appropriate certificate pertaining thereto executed by facsimile signature of the City Secretary of the Issuer is hereby approved and authorized. SECTION23: CUSIP-Numbers: CUSIP numbers may be printed or typed on the definitive Notes. It is expressly provided, however, that the presence or absence of CUSIP numbers on the definitive Notes shall be of no significance or effect as regards the legality thereof,-and neither the Issuer nor attorneys approving said Notes as to legality `are to be held responsible.for CUSIP numbers incorrectly printed or typed on the definitive.Notes. SECTION 24: Effect ofHeadinas. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 25:. Ordinance a Contract — Amendments Outstanding Notes. The Issuer acknowledges that the covenants and-obligations of the Issuer herein contained are a material inducement to, the purchase of the.Notes. This Ordinance shall constitute a contract with the 21 Holders from time:to time, shall be binding on the Issuer and its successors and assigns,-and shall not be amended or repealed by the Issuer so long as any Note remains Outstanding except as permitted in.this Section. The Issuer 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 Issuer may, with ahe written consent of Holders holding a majority in aggregate-principal amount of the Notes then Outstanding affected thereby, amend,;add to, or rescind any of the provisions of this Ordinance;provided,however that,without the consent of all Holders of Outstanding-Notes, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the principal of,and interest on the Notes;reduce the principal amount thereof, or the rate-of interest thereon, or in any other way modify the terms of payment of the principal of, or interest on the'Notes, (2) give any preference to any Note over any other Note; or (3) reduce the aggregate principal amount of Notes required,for consent to any such amendment, addition, or rescission. SECTION 26: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the Issuer, Bond Counsel, Paying Agent/Registrar, the Purchasers, and the Holders, any right, remedy; or claim, legal or equitable, under or by reason of this Ordinance or any.provision hereof, this Ordinance and all its provisions being intended to be and being for the sole and exclusive benefit.of.the Issuer, Bond Counsel,the Paying Agent/Registrar,the Purchasers, and the Holders. SECTION.27: Inconsistent Provisions. All ordinances and-resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are Hereby,repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling as to the matters ordained herein. SECTION:28: Construction of Terms. If appropriate in :the context of this Ordinance, words of the singular number shall be considered to include the plural,words of the plural number shall be considered to include the singular: and words of the masculine;feminine or neuter gender shall be considered to include the other genders. SECTION. 29:: Governing Law. This Ordinance shall be construed and enforced in accordance with thelaws of the State.of Texas and the United States of America. SECTION 30: Severability. If any provision of this Ordinance or the application thereof to any person or circumstance shall be held to be invalid, the. remainder of this Ordinance and the application of such provision to other persons and circumstances shall nevertheless bevalid, and the Governing Body hereby declares that this Ordinance would have been enacted without such invalid provision. - SECTION 31: Incorporation of Preamble Recitals. The recitals contained in the preamble hereof are hereby found to,be true, and such recitals are hereby made apart of this Ordinance for all purposes and are adopted as a part of the judgment and findings of the Governing Body. SECTION 32: Authorization'of Paying Agent/Registrar Agreement. The.Governing Body of the Issuer hereby finds and determines that it is in the best interest of the Issuer to authorize the execution of a .Paying Agent/Registrar Agreement pertaining to the registration; 'exchange, transferability,_ and payment of the Notes. A copy of the Paying Agent/Registrar Agreement is 22 attached hereto, in substantially-final form, as Exhibit A and is incorporated by reference to the provisions of this Ordinance. SECTION 33: 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 34: Unavailability of Authorized Publication. If, because of the temporary or permanent suspension of any newspaper, journal, 'or other publication, or, for any reason,. publication of notice cannot be made meeting any requirements herein established, any notice required to be published by the provisions of this Ordinance shall be given in such other manner and-at such time or times as in the judgment of the Issuer or of the Paying Agent/Registrar shall most effectively approximate such required publication and the giving of such notice in such manner shall for all purposes of this Ordinance be deemed to be in compliance with the requirements for publication thereof. SECTION 35: No Recourse Against Issuer Officials. No recourse. shall be had for the payment of principal of, premium, if any, or interest on any Note or for any claim based thereon or on this Ordinance against any official of the Issuer or any person executing any Note. SECTION 36: Continuing Disclosure Undertaking. The Notes are being sold pursuant to a private placement with the Purchasers, generally in denominations of$100,000 or any integral multiple of$1,000 in excess thereof,to less than thirty- five sophisticated investors, and.therefore SEC Rule 15c2-12 is not applicable to the offering of the Notes. Accordingly, no contract to provide continuing disclosure information after the issuance of the Notes has been made by the City with investors. SECTION 37: Book-Enter Only System. The Notes may initially be registered so as to participate in a securities depository system(the DTC System)with the Depository Trust Company; New York, New.York, or any successor entity thereto (DTC), as set forth herein. Each Stated Maturity of the Notes shall be issued (following cancellation of the Initial Note described in Section 7).in the form of a separate single definitive Note. Upon issuance, the ownership of each such Note shall be registered,in the name of Cede & Co., as the nominee of DTC, and all of the Outstanding Notes shall be registered in the name of Cede & Co., as the nominee of DTC. The Issiier 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 D (the Representation Letter). With respect to the Notes registered in the name of Cede & Co., as nominee of DTC, the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation to any broker- dealer, bank, or other financial institution for which DTC holds the Notes from time to time as securities depository (a Depository Participant) or to any person on behalf of whom such a Depository Participant holds an interest in the Notes (an Indirect Participant). Without limiting the immediately preceding sentence, the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i)the accuracy of the. -records of DTC, Cede&Co., or any Depository Participant with respect to any ownership interest in the Notes, (ii)the delivery to any Depository Participant or any other person, other than a registered :owner of the Notes, as 23 shown on the Security Register; o f any notice with respect to the Notes, including any notice of redemption, or (iii) the delivery to any Depository Participant or any Indirect Participant or any other Person,other than a Holder of a Note, of any:amount with respect to principal of,premium,- if any, or interest on the Notes.While in the DTC System, no person other than Cede & Co., or any successor.thereto, as nominee for DTC, shall receive a-bond certificate evidencing the obligation of the Issuer to make payments of principal, premium, if any, and interest on the Notes 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 Issuer 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 Issuer determines that it is in the best interest of the beneficial owners of the Notes that they be able to obtain.certificated Notes,the Issuer:shall notify the Paying Agent/Registrar,DTC, and the Depository Participants of the availability within a reasonable period of time through DTC of bond certificates, and the Notes shall no longer be restricted to being registered in the name of Cede &.Co., as nominee.of DTC. At that time, the Issuer may determine that the Notes shall .be registered in the name of and deposited with a successor depository operating a securities depository system, as may be acceptable to the Issuer, . or such depository's agent or designee; and if,the Issuer and the Paying Agent/Registrar do not . select such alternate securities depository system then the Notes may be registered in whatever name or names the Holders of Notes transferring or exchanging the Notes shall designate, in accordance with the provisions hereof. Notwithstanding any other provision of this Ordinance to the contrary, so long as any:Note is registered in the name of Cede&Co.,as nominee of DTC, all payments with respect.to principal of,o premium, if any, and interest on such Note and all notices with respect to such ote shall be made and given, respectively, in the manner provided in the Representation Letter. SECTION 38: Further Procedures. The officers and employees of-the Issuer 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 Issuer all such instruments, whether or not herein mentioned, :as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance,the initial sale and delivery of the Notes,the:Paying Agent/Registrar Agreement, and the Purchase Contract. In addition, prior to-the initial delivery-of the Notes, each 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, (ii) obtain a rating,if any, from any of the national bond rating agencies, or(iii) obtain the approval of the Notes by the Texas Attorney General's office. Bond Counsel is further authorized to institute any bond validation suit under , Chapter 1205, as amended, Texas Government Code (or any successor statute thereto) related to the Notes while the Notes are outstanding and unpaid. In case.any officer of the Issuer 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. I 24 . SECTION 39: Perfection of Security Interest. Chapter 1208, Texas Government Code, applies to the issuance of the Notes and the pledge of ad valorem taxes granted by the Issuer in Section l l,:and such pledge is therefore valid,effective, and perfected.If Texas law is amended at any time while the Notes are-outstanding and unpaid such that the pledge-of ad valorem taxes. granted-by the Issuer is to be subject to the filing requirements of Chapter 9, Texas Business:& Commerce Code,then in order to preserve to the registered owners of the Notes the perfection of the security interest in this pledge, the Issuer agrees to take such measures as it determines are reasonable and necessary under Texas.law to comply with the applicable provisions of Chapter.9, Texas Business&Commerce Code.and enable-a filing to perfect the security interest in this pledge to occur. SECTION 40: Qjjy's Consent to Provide Information and Documentation to the Texas MAC.-The: Municipal Advisory. Council of Texas (the Texas AMC),..a non-profit membership corporation organized,exclusively for non-profit purposes described in section 501(c)(6) of the Code and which serves as a comprehensive financial informationrepository 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, the City's Bond Counsel, and/or the City's Financial-Advisor to provide to the.Texas MAC information and documentation requested by the Texas MAC relating to the Notes;:provided, . however,that no such information and documentation shall be provided prior to the Closing Date: These consents and authorizations relate only to information and documeniation.that is apart of the public record concerning the issuance of the Notes. SECTION 41: Contracts with Financial Advisor. The City Council authorizes any Authorized Official, or their designees, to'take all actions necessary to execute:any necessary, financial advisory contracts with Specialized Public Finance Inc., as=the financial advisor to the City (the-Financial Advisor). The-City understands that under applicable federal securities laws and regulations that the City must have a-contractual arrangement with its Financial Advisor relating to the sale, issuance, and delivery of the Notes. -Section 42: Effective Dater Pursuant to the.provisions of Section 1201.028, as amended, Texas Government Code, this Ordinance shallbe 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. [The remainder of this page intentionally left blank] � 25 PASSED,APPROVED AND ADOPTED on the-81h day of February,2022. CITY OF CIBOLO, TEXAS Stosh Boyle,Mayor ATTEST: Peggy Cimics, City Secretary (CITY SEAL) S-1 INDEX OF SCHEDULES AND EXHIBITS Exhibit A:_Paying Agent/Registrar Agreement Exhibit B —Purchase and Investment Letter Exhibit C—Written Procedures Relating to Continuing Compliance with Federal Tax Covenants :Exhibit D=DTC Letter of Representations [The remainder,of this page intentionally left blank.] .Index-1 EXHIBIT A PAYING AGENT/REGISTRAR AGREEMENT See Tab No. 2 EXHIBIT B PURCHASE AND INVESTMENT LETTER See Tab No. 3 EXHIBIT C WRITTEN PROCEDURES RELATING TO . CONTINUING COMPLIANCE WITH FEDERAL TAX COVENANTS A. Arbitrage. With respect to the investment and expenditure of the proceeds of the Notes,the City's Director of Finance, or its designee, (the Responsible Person)will: (i) monitor all amounts deposited into a sinking fund or funds (e.g.,the Interest and Sinking Fund), to assure that the maximum amount invested ata yield higher than the yield on the Notes does not exceed an amount equal to the debt service on the Notes in the succeeding 12 month period plus a carryover amount equal to one-twelfth (1/12) of the principal and interest payable on the Notes for the immediately preceding 12-month period; (ii) ensure that the applicable information return(e.g., IRS Form 8038-G; 8038- GC, or any successor forms) is timely filed-with the IRS; and (iii) assure that, unless excepted from rebate and yield restriction under section 148(f) of the Code, excess investment earnings are computed arid. paid to .the U.S. government at such time and in such manner as directed by the IRS (A) at least every 5 (5) years after the date of delivery of the Notes (the Issue Date), and (B) within 30 days after the date the Notes are retired. B. Private Business Use. With respect to the use of the facilities financed or refinanced with the proceeds of the Notes-the Responsible Person will: (i) monitor the date on which the facilities are substantially. complete and available to be used for the purpose intended; (ii) monitor whether, at any time the Notes are outstanding, any person, other than the City, the employees of the City, the agents of the City or members of the general public has any contractual right(such as a lease, purchase, management or other service agreement)with respect to any:portion of the facilities; .(iii) monitor whether,'at,.any time the Notes are outstanding, any person, other than the City, the employees of the City,the agents of the City or members of the general public has'a right to use the output of the facilities (e.g., water, gas; electricity), (iv) monitor whether,.at any time the Notes are outstanding, any person, other than the City, the employees of the City; the agents of the City or members.of the general .public has a right to use the facilities to conduct or to direct the conduct of research; (v) determine whether, at any time the Notes are outstanding, any person, other than the City, has a naming right for the facilities or any other contractual right granting an intangible benefit; (vi) determine whether, at any time the Notes are outstanding, the facilities are sold or otherwise disposed of; and (vii) take such action as is necessary to remediate any failure to _maintain compliance with;the covenants contained in the Ordinance related to the public use of the facilities. . . C. Record Retention. The Responsible Person will maintain or cause to be maintained all records relating to the investment and expenditure of the proceeds of the Notes and-the use of the facilities financed or refinanced thereby for a period ending three (3)years after the complete extinguishment of the Notes. If any portion of the Notes is refunded with the proceeds of another series of tax-exempt obligations, such records shall be maintained until the three(3)years after the refunding obligations are-completely extinguished. Such records can be maintained in paper or electronic format. D. Responsible Person. The Responsible Person shall receive- appropriate training regarding the City's accounting system, contract intake system, facilities management and other systems necessary to track the investment and expenditure of the proceeds and the use of the facilities financed or refinanced with the proceeds of the Notes. The foregoing notwithstanding, the Responsible Person is authorized and instructed to retain such experienced advisors and agents as may be necessary to carry out the purposes of these instructions. EXHIBIT D DTC LETTER OF REPRESENTATIONS See Tab No. 4