Ord 1390 01/24/2023 CofO OF C
XNA
(J;R' e O
tity�of:Choice"
ORDINANCE NO. f 3
AN ORDINANCE AUTHORIZING THE ISSUANCE OF "CITY OF
CIBOLO, TEXAS COMBINATION TAX AND, LIMITED PLEDGE
REVENUE CERTIFICATES OF OBLIGATION, SERIES 2023";
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
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$4,800,000 for the purpose of paying contractuatobligations of the City to be
incurred for making permanent public improvements and for other public purposes, to-wit:(l)
designing, acquiring, constructing,renovating, improving, equipping,repairing, enlarging, and/or
extending the City's facilities, -including public-works and public .safety facilities, as well as.
-necessary capital maintenance and utilities relocation, drainage, and landscaping necessary or
incidental thereto, (2) acquiring public works and public safety vehicles, (3) purchasing real
property, materials, supplies, equipment; information technology, machinery, landscaping-; land, , .
and rights:.of way, for authorized needs and purposes related to the aforementioned capital
improvements, and (4) the payment of professional services related to the acquisition, design,
construction,project management, and financing of the aforementioned.projects (collectively, the
Projects), and for paying all or a portion of the legal, financial and engineering fees in connection
with the Projects and the costs of.issuance related to.such hereinafter-defined Certificates. The
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 N01100 DOLLARS ($ ),to
be designated and bear the title of,"CITY OF CIBOLO;TEXAS COMBINATION TAX AND
LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, SERIES 2023" (the
Certificates), forthe 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,
acquiring, constructing,:renovating, improving, equipping, repairing, enlarging, and/or extending
the City's facilities,including public works-and public safety facilities,-as well as necessary capital
maintenance and utilities relocation, drainage, and landscaping necessary or incidental thereto, (2)
acquiring public works and public safety vehicles,(3)purchasing real property,materials,supplies,
equipment, information technology, machinery, landscaping, land, . and rights of -way for .
authorized needs and purposes related to the aforementioned capital improvements, and (4) the
payment of professional services related to the acquisition,- design, construction, project
management, and financing of the aforementioned Projects, and for paying all or a portion.of the
legal, financial and engineering fees in connection'with the Projects and the costs of issuance
related,to such hereinafter.defined.Certificates, 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.
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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 January 15,_2023 (the Certificate Date) and shalt 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, from the Closing Date, or
from the most recent Interest Payment Date (hereinafter defined)to which interest has.been paid
or duly provided for,to the earlier of redemption or Stated Maturity, at the per annum rates, while
Outstanding, in accordance with the following schedule:
Years of Principal Interest
Stated Maturity Amounts M Rates %
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
.. 2037 -
2038 .
2039
2040
2041
2042
2043
The Certificates shall bear interest on the unpaid principal amounts from the Closing Date
(anticipated to occur on or about February.22, 2023.), or from the most recent Interest Payment ,
Date (hereinafter defined)to.which interest has been paid or duly provided for,to Stated Maturity
or prior redemption, while Outstanding, at the rates per annum shown.in the above schedule
(calculated ori 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, 2024.
SECTION 3: Payment of Certificates -. Paying Agent/Registrar. .The principal of,
premium; if any;and interest on the Certificates, due and payable by reason of Stated Maturity,
redemption,or otherwise,shall be payable in any coin or currency-of the United States of America
which at the time of payment is legal tender for the payment of public and private debts, and such
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payment of principal of,premium if any, and interest on the Certificates shall be without exchange
or collection charges to the Holder_(hereinafter defined) of the Certificates.
The selection.and appointment of BOKF,NA,Dallas,Texas (the Paying Agent/Registrar)
to serve :as thea 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 substantiallyfinal
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 of, premium, if any, and interest on the Certificates, due.and payable by reason
of Stated Maturity, redemption, 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 payment of interest thereon,(ii)on the date of surrender of the Certificates
for.purposes of receiving payment of principal thereof upon redemption of the.Certificates or 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 theowner 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 and premium, if any, on 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 an 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.
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If the date for the payment of the principal of, premium, if any; or 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 of a Certificate
appearing on the Security Register at.the close iof business on the last business day next preceding
the date of mailing of such notice..
SECTION 4: Redemption.
A. Mandatory Redemption of Certificates. The- Certificates stated- to mature on
February 1,20_, February 1, 20_,February 1;20_, and February 1,20_are referred to herein
as the, "Term Certificates". The Term Certificates are subject to mandatory sinking fund
redemption prior to their Stated Maturities from money required to be deposited in the Certificate
Fund for such purpose and shall be redeemed in part, by lot or.other customary method, at.the
principal amount thereof plus accrued interest to the date of redemption in.the following principal
amounts on February 1 in each of the years as set forth below:
Term Bonds Term Bonds
Stated to Mature Stated to Mature
on February 1, 20_ on February 1,20_
Principal Principal
Year Amount($1 Year Amount($)
*Payable at Stated Maturity.
Term Bonds Term Bonds
Stated to Mature Stated to Mature
on February 1, 20_ on February 1, 20_
Principal Principal
Year Amount($) Year Amount($)
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*Payable at Stated Maturity.
The principal amount.of a Term Certificate required to be redeemed pursuant to the
operation of such mandatory redemption provisions shall be reduced, at the option of the City,by
the principal amount of any Term Certificate of such Stated Maturity which,at least fifty(50)days
prior to the mandatory redemption date (1) shall.have been defeased or acquired by the�City and
delivered. to the .Paying Agent/Registrar for cancellation- (2) shall have .been purchased and
canceled by the Paying Agent/Registrar at the request of the City with money in the Certificate
Fund, or (3) shall have s been redeemed pursuant to the optional redemption provisions set forth,
below and not theretofore credited against a mandatory redemption requirement.
B. Optional Redemption. The Certificates having Stated Maturities on and after
:February-1, 2033 shall be subject to redemption prior to Stated Maturity, at the option of the City,.
on February 1, 2032, or on a.riy.date thereafter, in whole or in part, in principal amounts of$5,000
or any.integral multiple.thereof(and if within a Stated Maturity.selected at random and by lot by
the Paying Agent/Registrar), at the redemption price of par plus accrued interest to the date of.
redemption.
C. Exercise of Redemption Option. At least forty-five (45) days prior to a date set for
the redemption of Certificates (unlessa shorter notification period shall be.satisfactory to the
Paying Agent/Registrar),the City shall notify the Paying Agent/Registrar of its decision to-exercise
the right to redeem Certificates,.the principal amount of each Stated Maturity to be redeemed, and
the date set for the redemption thereof. The decision of the City to exercise the right to redeem
Certificates shall be entered in the minutes of the governing body of the City.
D. Selection of Certificates for Redemption. If less than all Outstanding Certificates of
the same Stated Maturity:are to be redeemed on a redemption date, the Paying Agent/Registrar
shall select at random and by lot the Certificates to be redeemed, provided that if less than the
entire principal amount of a.Certificate is.to be,redeemed, the Paying Agent/Registrar shall treat:
such Certificate then subject to redemption as.representing the number of Certificates.Outstanding
which is obtained by dividing the principal amount of such Certificate by $5,000.
E. Notice of Redemption. Not less than thirty.(30) days prior to a redemption date for
the Certificates, the Paying Agent/Registrar shall cause a notice of redemption to be sent by United
States mail,.first-class postage prepaid, in the name of the City'and at.the City's expense, by the
Paying Agent/Registrar to each Holder of a Certificate to be redeemed, in whole or in part, at the
address of the Holder appearing on-the Security Register at the close of business on the business
day next preceding the date of mailing such notice, and any notice of redemption-so mailed shall
be conclusively presumed to have been duly given irrespective of whether received by the Holder.
.This notice may also be published once in a financial publication,journal, or reporter of general
circulation among securities dealers in the City of New.York,New York(including,but not limited
to; The Bond Buyer and The Wall Street Journal); or in the State of Texas (including, but not:
limited to, The Texas Bond Reporter).
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All-notices of redemption shall (i) specify the date of redemption for the Certificates;
(ii)identify the Certificates to be redeemed.and, in the case of a.portion of the principal amount to
be.redeemed, the principal amount thereof to be redeemed,:('iii) state:the redemption price, (iv)
state that the Certificates, or the portion of the principal_ amount thereof to be redeemed, shall
become due and payable.on the redemption date specified, and the interest thereon, or on the
portion of the principal amount thereof to be redeemed, shall-cease to accrue from and after the
redemption date, and (v) specify that payment of the redemption price for the Certificates, or the
principal amount thereof to be redeemed, shall be made at the corporate trust office of the Paying
Agent/Registrar,only upon presentation and surrender thereof by the Holder.
If a Certificate is subject by its terms to redemption.and has been called for redemption and
notice of redemption thereof has been duly given or waived as herein provided, such Certificate
(or the principal amount thereof to be redeemed) so called for redemption shall become due and.,
payable, and if money sufficient for the.payment of such Certificates (or of the principal amount
thereof to be redeemed) at the then applicable redemption price is held for the purpose of such
payment by the Paying Agent/Registrar, then on the redemption date designated in such notice,
interest on the Certificates (or the principal amount thereof to be redeemed) called for redemption.
shall cease to accrue and such Certificates shall not be deemed to be Outstanding in:accordance
with the provisions of this Ordinance.
F. Transfer/Exchange of Certificates. Neither the City nor the Paying Agent/Registrar
shall be required (1) to transfer or exchange any Certificate during a period beginning forty-five
days prior to the date fixed for redemption of the Certificates, or (2) to transfer or exchange any
Certificate selected for redemption, provided, however, such limitation of transfer shall not be
applicable to an exchange by the Holder of the unredeemed balance .of a Certificate which is
subject to redemption in part.
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.
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SECTION 6: Registration-Transfer-Exchange of Certificates-Predecessor Certificates.
The Paying Agent/Registrai shall obtain, record, and maintain in the Security Register the name
and address.:of everyowner 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.
Upon surrender for transfer of any Certificate at the corporate trust.office of the Paying-
Agent/Registrar;'the City shall execute and the Paying Agent/Registrar shall register and deliver,
in.the name.of the designated transferee or transferees, one or more new Certificates executed on
behalf of, and furnished by, the City of authorized denominations and having the same Stated
Maturity and of a like interest rate and aggregate principalamount 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 executer and
the Paying Agent/Registrar shall register and deliver the 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 Ageht/Registrar,or be sent by registered mail to the Holder .
at his request, risk,-and expense, and upon the delivery thereof, the:same shall be the-valid and
binding obligations of the City, evidencing the same obligation to pay, and entitled to the same
benefits under this Ordinance, as the 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 ora portion, as the case maybe,
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 deliveredpursuant 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 issued
initially either (i) as. a single hilly 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), or (ii) as one (1) fully registered Certificate for each
year of Stated 1Vlaturity in the applicable principal amount and denomination and to be numbered
consecutively from T-1 upward,and,in either case, 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, 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.Certificate to the.Purchasers,the Paying
Agent/Registrar, pursuant to 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 on the unpaid principal amounts from the Closing Date, or from the most recent Interest
Payment Date.to which.interest.has beenpaid or duly provided'for, to Stated Maturity, and shall _
be lettered"R" and numbered consecutively from one (1)upward, for transfer.and delivery to the
Holders named at the addresses identified therefor; all pursuant to and in accordance with such
written instructions from the Purchasers, or the designee thereof, and such other information and
documentation as the Paying Agent/Registrar may reasonably require.
SECTION 8: Forms.
A. Forms Generally. The 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 any reproduction of an opinion of Bond Counsel and
identifying numbers and letters of the Committee on Uniform Securities Identification Procedures
of the American Bankers Association) and such legends and endorsements (including insurance
legends and any reproduction of an opinion of Bond Counsel hereinafter referenced) thereon as
may, consistent herewith, be established by the City or determined by the off cers 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 he Certificates as evidenced by their execution thereof, but the Initial
Certificate 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.]
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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 2023
Certificate Date: Interest Rate:. Stated Maturity: CUSIP No.:
January 15, 2023
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
(or so much thereof as shall not have been paid upon prior redemption).and to pay interest on the
unpaid Principal Amount hereof from the Closing Date (anticipated to occur on::or about
February 22, 2023), or from the most recent Interest Payment Date(hereinafter defined) to which
interest has,been paid or duly..provided for until such Principal Amount has.become due and
payment thereof has. been made or duly provided for, to the earlier of redemption or Stated
Maturity, while Outstanding, at the:per annum rate of interest specified above computed on the
basis of a 360-day year of twelve 30-day months; such interest.being payable ori February_1 and
August l of each year(each, an Interest Payment Date), commencing February 1; 2024.
Principal, and premium,if any,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 of 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
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address appearing in the Security Register or by such other method, acceptable to the Paying
Agent/Registrar;requested by the Holder hereof at the Holder's risk and expense.
This 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 or purposes of paying contractual obligations of
the City to be incurred for making permanent public improvements and for other public-purposes,
to-wit:(1) designing, acquiring, constructing, renovating, improving, equipping, repairing,
enlarging,and/or extending the City's facilities,including public works and public safety facilities,
as well as necessary :capital maintenance and utilities relocation, drainage; and landscaping .
necessary or incidental thereto, (2) acquiring. public works and.public safety vehicles, (3)
purchasing real:property, materials, supplies, equipment, information technology, machinery,
landscaping,. land, and 'rights. of way . for authorized needs and. purposes: related to the
aforementioned capital improvements; and (4)the payment,of professional services related to the
acquisition, design, construction, project management, and financing of.the aforementioned
projects (collectively,the Projects), and for paying all or a portion of the legal, financial and
engineering fees in connection with the Projects and the costs of issuance related to such
hereinafter defined Certificates,under and in strict conformity with the laws of the-State of Texas,
particularly Chapter 1502;as amended,Texas Government Code,and 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.
The Certificates stated to mature on.February 1,20_,February 1;20_,February 1;20_,
and February 1, 20_are referred to herein as the"Term Certificates". The Term Certificates are
subj ect to mandatory sinking fund redemption.prior-to their Stated.Maturities from money required
to be deposited in the Certificate Fund for such purpose and shall be redeemed in part, by lot or
other' customary method, at the principal amount thereof plus accrued interest to the date of
redemption in the following.principal.amounts on February 1 in.each of the years as set forth
below:
Term Bonds Term Bonds
Stated to Mature Stated to Mature
on February 1; 20_ on February 1, 20 . .
Principal Principal
Year. Amount($) Year Amount($)
*Payable at Stated Maturity.
Term Bonds Term Bonds
Stated to Mature Stated to Mature
on February 1, 20_ on February 1, 20_
Principal Principal
Year Amount($) Year Amount ($)
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*Payable at Stated Maturity.
The principal amount of a Term Certificate required to be redeemed pursuant to the
operation of such mandatory redemption provisions shall be reduced;at the option of the City,by
the principal amount of any Term Certificate of such Stated Maturity which,at least fifty(50)days
prior to the mandatory redemption date (1) shall have been defeased or acquired by the City and
delivered to the Paying Agent/Registrar for cancellation, (2) shallhave been purchased and
canceled by the Paying Agent/Registrar at the request of-the City with money in the Certificate
Fund, or (3) shall have been redeemed pursuant to the optional redemption provisions set forth
below and not:theretofore credited'against a mandatory redemption requirement.
As provided in the Ordinance, the Certificates having Stated Maturities. on and after
February 1,2033 shall be subject to redemption prior to Stated Maturity; at the option of the City,
on February 1,2032,or on any date thereafter,as a whole or in part,in principal amounts of$5,000
or any integral multiple thereof(and if within a.Stated Maturity selected at random and by lot by
the Paying Agent/Registrar), at the redemption price of par plus accrued interest to the.date of
redemption;provided;however,that at leastihirty(30)days prior written shall be sent to the Holders
of.the Certificates to be'redeemed, given by United States mail, f rst-classpostage prepaid, and
subject to the terms.and provisions relating thereto contained in the Ordinance. If this Certificate
is subject to.redemption prior to Stated Maturity and is in a denomination in excess of$5;000, .
portions of the principal sum hereof in installments of$5,000 or any integral multiple thereof may
be redeemed, and, if less than all of the principal sum hereof is to be redeemed, there shall be
issued, without charge therefor, to the Holder hereof, upon the.surrender of this Certificate:to the
Paying Agent/Registrar at its corporate trust office,a new Certificate or Certificates of like Stated
Maturity and interest rate in any authorized denominations provided in the Ordinance for the then
unredeemed balance of the principal sum hereof.
If.this Certificate (or any portion of the principal sum hereof) shall have been duly called
for redemption and notice of such redemption has been duly given, then upon such redemption
date this Certificate (or the portion of the principal sum hereof to be redeemed) shall become due
and payable, and, if the money for the payment of the redemption price, and the interest accrued,
on the.principal amount to be redeemed to the date of redemption is held for the purpose of such
payment by the Paying Agent/Registrar, interest shall cease to-accrue and be payable hereon from
and after the redemption date on the principal amount hereof to be redeemed. If this Certificate is
.called for redemption, in_whole or in part, the:City or.the Paying Agent/Registrar shall not be
required to issue,transfer, or exchange this Certificate within forty-five (45)days of the date fixed
for redemption; provided, however, such: limitation of transfer shall-not be applicable to an.
exchange by the Holder of the unredeemed balance hereof in the event of its-redemption in part.
The 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
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Revenues being subordinate and inferior to the lien on and pledge of such Net Revenues securing
payment of any 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,IJunior 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,anddeemed to be no longer Outstanding thereunder;:and for the other terms and provisions
specified in the Ordinance. Capitalized terms used herein have the same meanings assigned in the
Ordinance.
This Certificate, subject to certain limitations contained therein, in the Ordinance,may be
transferred on the Security Register,upon presentation and surrender at the corporate trust office
of the Paying Agent/Registrar, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Paying Agent/Registrar duly executed by the Holder Hereof, or
his duly authorized agent, and thereupon one or more new fully registered Certificates of the same
Stated Maturity,of authorized denominations, bearing the same rate of interest, andof the same
aggregate principal amount will be issued to the designated transferee or transferees.
:The City and the Paying Agerit/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 or
its-redemption, in whole or in part, and (iii) on any other date.as the owner hereof for all other
purposes, and neither.the City nor the Paying Agent/Registrar, or any such agent of either; shall be
affected by notice.to the contrary. In:the event of a non-payment of interest on a scheduled
payment date, and for.thirty (3 0)-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.
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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 thesame a legal, valid, and binding obligation of the'City have beenperformed, 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,premium if any, 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 anyway 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.
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IN WITNESS WHEREOF, the City has caused this Certificate to be duly executed under
its official seal:
CITY OF CIBOLO, TEXAS
Mark Allen
Mayor .
ATTEST:
Peggy Cimics, TRMC
City Secretary
PP
(CITY SEAL)
[The remainder of this page intentionally left blank.]
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C:: *Form of Registration Certificate of Comptroller of Public Accounts to Appear on
Initial Certificate 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 Certificate has been examined, certified as to validity and
approved by the.Attorney-General:of the State of Texas, and duly registered by the Comptroller of
Public Accounts of the State.of Texas:
WITNESS my signature and seal of office this
Comptroller of Public Accounts
of the State of Texas
(SEAL)
*NOTE TO PRINTER: Not to Appear on Printed Certificates.
D. *Form of Certificate of Paying Agent/Registrar_ to Appear on Definitive Certificates
Only.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Certificate has been duly issued. under the provisions of the within-mentioned
Ordinance; the Certificate or Certificates of the above-entitled and designated series originally
delivered.having been approved by the Attorney General of the State of Texas and registered by
the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar.
Registered.this date: BOKF,NA,Dallas, Texas, as Paying_
Agent/Registrar
By:
Authorized.Signature
*NOTE TO:PRINTER: Print on Definitive Certificates.
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E. Form of Assignment.
ASSIGNMENT
FOR VALUE RECEIVED the_undersigned hereby sells, assigns, and transfers unto (Print
or typewrite name, address, and zip code of transferee):
.(Social Security or other identifying number):
the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Certificate. 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 Certificate in every
particular.
Signature guaranteed:
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F. Initial Certificate. The Initial Certificate shall be in the form set forth in paragraph
B of this Section, except that .the form of a single fully registered Initial Certificate-shall be
modified as follows:
(1) immediately under the name .of the Certificate: the headings "Interest
Rate " and"Stated Maturity " shall both be completed"as shown below";
(2) the first two,paragraphs shall read as follows:
REGISTERED OWNER:
PRINCIPAL AMOUNT:
The City of Cibolo, Texas (the City), a body corporate and municipalcorporation located-
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(the Holder),or the
registered assigns thereof, the:Principal Amount specified above stated to mature on the first day
of February in each of the.-years and in principal amounts and bearing interest at per-annum rates
in accordance:with the following schedule:
.Years of Principal Interest
Stated Maturity Amounts ($) Rates %
(Information to be inserted from schedule in Section 2 hereof).
(or so much thereof as shall not have been paid upon prior redemption):and to pay interest on the
unpaid Principal- Amounts hereof from the Closing Date (anticipated to occur on.or about
February 22, 2023), or from the most recent Interest Payment. Date (defined below) to which
interest has been paid or:duly provided for until the Principal Amount has become due and payment
thereof has been made or duly provided for, to Stated Maturity, at the per annum rates of interest
specified above, computed on the basis of a 360 day year of twelve 30-day:months; such interest
being payable.on February 1 and August 1 of each year (each, an Interest Payment Date),
commencing February 1, 2024.
Principal,and premium,if any,of.this Certificate shall be payable to the Registered Owner
hereof(the Holder), upon its presentation and surrender, to Stated Maturity or.prior redemption,
while Outstanding; at the corporate trust office of BOKF, NA; Dallas, Texas (the Paying
Agent/Registrar). Interest shall be payable to the Holder'of this Certificate whose name appears
on the Security.Register,maintained by the Paying Agent/Registrar at the close of business on the
Record Date,which is the fifteenth day of the month next preceding each Interest Payment Date.
All payments of principal of and interest on this 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
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to the appropriate date of payment by United States mail,first-class postage prepaid,to the Holder
hereof at the address appearing in the- Security Register or by such other method, acceptable to
the Paying Agent/Registrar,requested by, and at the risk and expense of,the Holder hereof.
G. Insurance Legend. If bond insurance is obtained by the City or the Purchasers for
the Certificates, the Definitive Certificates and the Initial Certificate shall bear an appropriate
legend as provided by the insurer.
SECTION 9: Definitions. For all purposes of this Ordinance (as defined below), except
as otherwise expressly.provided or unless the context otherwise requires:(i)the terms defined in
this Section have the meanings assigned to them in this Section,and certain terms used in Sections
27 and-44 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 Additional Limited Pledge Obligations shall mean (i) any-bonds; notes,
warrants, certificates of obligation or other-evidences of indebtedness hereafter.issued by the City
payable in part from-a limited pledge of and lien on Net Revenues of the System being a lien on
and pledge of Net Revenues that is subordinate and inferior to the Tien thereon and pledge thereof
securing the payment of.the currently outstanding Prior Lien:Obligations and any Junior.Lien
Obligations, or Subordinate Lien Obligations hereafter issued by,the City; which pledge of
revenues is limited pursuant-to Section 1502.052, as amended, Texas Government..Code, all.as
further provided in Section 20 of this Ordinance, and (ii) any obligations issued to refund the
foregoing as determined by the City Council in accordance with any applicable law.
B. The term Additional Prior Lien Obligations shall mean (i) any bonds, notes,
warrants, certificates of obligation, or any similar obligations hereafter,issued by the City that are
payable, in whole or in part, from and equally and ratably secured by a first and prior lien on and
pledge of the Net Revenues of the System, all as fiuther provided in Section 20 of this Ordinance,
and (ii) any obligations hereafter issued to refund the foregoing if issued in a manner so as to be
payable. from and equally and ratably secured by.a first and prior lien ion and pledge of the Net
Revenues:of the System as determined by the City Council in accordance with any applicable law.
C. The term Authorized Officials shall mean.the Mayor, Mayor Pro Tem, City
Manager,City Secretary, or the Finance Director (or any successor to any of the aforementioned
persons serving, or any person serving in an interim basis or in an acting position, in the indicated
capacity).
D. The term Certificates shall mean the$ "CITY_OF CIBOLO,TEXAS
COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF
OBLIGATION, SERIES 2023" authorized by this Ordinance.
E. The term Certificate Fund shall mean the special_Fund created and established by
the provisions of Section 10 of this Ordinance.
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F. The term City shall mean the City of Cibolo, Texas, located in the County of
Guadalupe, Texas and, where appropriate,the City Council of the City..
G. The term Closing Date shall mean the date of physical delivery of the Initial
Certificates in exchange for the payment of the agreed purchase price for the Certificates.
H. The term Collection Date shall mean,when reference is being made to the levy and
collection of annual ad valorem taxes, the date the annual ad, valorem taxes levied each year by
the City become delinquent.
I. The term Debt Service Requirements shall mean, as of any particular date of
computation, with respect to any obligations and with respect to,any period, the aggregate of the
amounts to be:paid or set aside by the City as of such date or in.such period for the payment of the
principal of, premium if any, and interest (to the extent not capitalized) on such obligations;
assuming, in the.case of obligations without a fixed numerical.rate, that..such obligations bear
interest at the maximum rate permitted by-the terms thereof and further assuming in the case of
obligations required to be redeemed or prepaid as to principal prior to Stated Maturity,the principal.
amounts thereof will be redeemed prior to Stated Maturity in accordance with the mandatory
redemption provisions applicable thereto.
J. The term Depository shall mean an official depository bank of the City.
K. The term Fiscal Year shall mean the annual financial accounting period for the
System ending on September 30th of each year; provided, however,the City Council may change
such annual financial accounting period to end on another date if such change is found and
determined to be necessary for accounting purposes or is required by applicable law.
L. The term Government Securities, as used herein, shall mean: (i) direct noncallable
obligations of the United States, including obligations that are unconditionally guaranteed by;the
United States of America;.(ii)noncallable obligations of an agency or instrumentality of the United
States, including. obligations that are- unconditionally guaranteed or insured by the agency or
instrumentality and that, on the date the governing body of the City 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 ora county, municipality, or other political.
subdivision of a state that have been refunded and that, on the date the governing body of the City
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 Certificates.
M. The term Gross Revenues for any period shall mean all revenue during such period
in respect or on account.of the operation or ownership of the System, excluding. refundable meter
deposits, restricted gifts, and grants in aid of construction, but including earnings and income
derived from the investment or deposit of money in any special fund or account (except the
Certificate Fund) created and established for the payment or security of the Certificates.
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N. The term Holder or Holders shall mean the registered owner, whose name appears
in the Security Register, for any Certificate.
O. The term Interest Payment Date shall mean the date interest_ is payable on the
Certificates, being February 1 and August 1 of each year, commencing February 1, 2024, while
any of the Certificates remain Outstanding.
P. The term Junior Lien Obligations shall mean (i) any bonds, notes, warrants,
certificates of obligation or any similar obligations hereafter issued by the City that are payable in
whole or in part from and equally and ratably secured by a junior and inferior lien on and pledge
of the Net Revenues of the System, such pledge being junior and inferior to the lien on and pledge
of the Net Revenues of the.System that may be pledged to the payment of any currently on,
Prior Lien Obligations or any Additional Prior Lien Obligations hereafter issued by the City, but
prior and superior to the lien on and pledge of the Net Revenues of the System that are or will be
pledged-to the payment of the Certificates, or any Subordinate Lien Obligations or Additional
Limited Pledge Obligations hereafter issued by the City all as-further provided in Section 20 of
this Ordinance and (ii) obligations hereafter issued to refund any of the foregoing that are payable.
from and: equally and ratably secured by a junior and inferior lien on and pledge of the Net
Revenues of the System as determined by the City Council in accordance with any applicable law.
Q. The term Limited Pledge Obligations shall mean (i) the Certificates and the
outstanding and unpaid obligations of the City that are payable, in part, from and secured by a
subordinate and inferior lien on and pledge of a limited amount of the Net Revenues of the System
and obligations hereafter issued to refund any of the foregoing as determined by the City Council
in accordance with any applicable law.
R. The term Maintenance and Operating Expenses shall mean all current expenses of
operating and maintaining the System not paid from the proceeds of the Certificates,including(1)
the cost of all salaries, labor, materials, repairs, and extensions=necessary to render efficient
service, but only if, in the case of repairs and extensions, they are, in the judgment of the City
Council (reasonably and fairly exercised), necessary to maintain operation of the System and
render adequate service to. the City and the inhabitants thereof,-or are necessary to meet some
physical accident or condition which would otherwise impair obligations payable from Net
Revenues,(2)payments to pension,retirement,health,hospitalization, and other employee benefit
funds for. employees of the City engaged in the operation or maintenance of the, System, (3)
payments under contracts for the purchase of water supply,treatment of sewage,or other materials,
goods, or services for the System to the extent authorized by law and the provisions of such
contract, (4)payments to auditors, attorneys, and other consultants incurred in complying with the
obligations of the City hereunder, and(5)any legal liability of the City arising out of the operation,
maintenance, or condition of the System, but excluding any allowance for depreciation,property
retirement,depletion,obsolescence,and other items not requiring an outlay of cash and any interest
on the Certificates or other bonds, notes, warrants, or similar obligations of the City payable from
Net Revenues.
S. . The term Net Revenues_for any period shall mean the.Gross Revenues of the System
less the Maintenance and Operating Expenses of the System.
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T. The term Ordinance shall mean this ordinance as finally passed and adopted by the
City Council of the City.
U. The term Outstanding when used in this Ordinance with respect to the Certificates
shall mean, as of the date of determination, all Certificates issued and delivered under this
Ordinance, except:
(1) . those Certificates canceled by the Paying Agent/Registrar or delivered to
the Paying Agent/Registrar for cancellation;
(2) those Certificates for which payment has been duly provided by the City in
- accordance with the provisions of Section 29 of this Ordinance; and
(3) those Certificates that have-been mutilated, destroyed, lost, or stolen and.
replacement Certificates have been registered and delivered in lieu thereof as provided in
Section 225 of this Ordinance.
V. The term Pledged Revenues shall mean,while the Certificates remain Outstanding;
an amount of Net Revenues not in excess of$1,000. The Pledged Revenues shall be deposited,
allocated, and expended in accordance with Section 10 of this Ordinance.
W. The term Pledged Revenue Amount shall mean the total amount, not to exceed
$1,000 while the Certificates are Outstanding, of Net Revenues.that maybe transferred in whole
or in part by-the City in any given Fiscal Year(however, any amounts transferred prior to the final
maturity date of the Certificates may not exceed the total amount of$1,000) to the Certificate.
Fund.
X. The term Prior Lien Obligations shall mean (i) the outstanding and unpaid
obligations of the City and any bonds, notes, warrants, certificates of obligation or any similar
obligations hereafter issued by the City that are payable in whole or in part from and equally and
ratably secured by a first and prior lien on and pledge of the Net Revenues of the System, all as
further provided in Section 20 of this Ordinance, designated as follows:
(1) City of Cibolo, Texas Utility-System.Revenue Bonds, Series 2006, dated
February 1, 2006, issued in the original principal amount of$3,000,000;
(2) City of Cibolo, Texas Utility System Revenue Refunding-Bonds, Series
2021, dated August 1, 2021, issued in the original principal amount of$4,195,000; and
(3) any obligations hereafter issued to refund the .foregoing if issued in a
manner so as to:be payable from and equally and ratably secured by a first and prior lien
on and pledge of the Net Revenues of the System.as determined by the City Council in
accordance with any applicable law.
Y. The term Purchasers shall mean the initial purchaser or purchasers of the
Certificates named in Section26 of this Ordinance.
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Z. The term Stated Maturity shall mean the annual principal payments of the
Certificates payable on February 1 of each year the Certificates are Outstanding,-as set forth in
Section 2 of this Ordinance.
AA. The term Subordinate:Lien Obligations shall mean (i) any bonds, notes, warrants,
certificates of obligation, or any similar obligations hereafter issued by the City that are payable,
in whole-or in part, from and equally and ratably secured by a lien on and:pledge.of the Net
Revenues of the.System, such pledge:being subordinate and inferior to the lien on and-pledge of
the Net Revenues of the System that may be pledged to the payment of the currently outstanding
Prior Lien .Obligations or any.Additional Prior Lien Obligations or Junior Lien Obligations
hereafter issued by the City,but prior and superior to the lien on and pledge of the limited amount
of the Net Revenues securing, in.part, the payment of the Certificates or any Additional Limited
Pledge Obligations hereafter issued by the City, all as further provided in Section 20. of this
Ordinance and (ii) any obligations hereafter issued to refund any of the foregoing if issued in a
manner so as to be payable from and equally and ratably secured by.a subordinate and inferior lien
on and pledge of the Net Revenues as determined by the City Council in accordance with any
applicable law.
BB. The term System shall mean all properties, facilities and plants currently owned,
operated, and maintained by the City for the supply,treatment,'and transmission of treated potable
water, for the collection and treatment of wastewater, 'together will all future extensions,
improvements, replacements and additions thereto, whether situated within or without the limits
of the City and the City expressly reserves the right at its sole discretion to include additional
utility, telecommunications, technology, or similar enterprise services as components of the
System;provided,however,that notwithstanding the foregoing, and to the;extent now or hereafter
authorized or permitted by law, the term System shall not mean to include facilities of any kind
which are declared not to be apart of the System and which are acquired or constructed by or on
behalf of the City with the proceeds from the issuance of Special Facilities Bonds,.-which are
hereby defined as being special revenue obligations of the City which are not payable from Net
Revenues but which are payable from and equally and ratably secured by other liens on and pledges
of any revenues, sources or payments, not pledged to the payment of the Prior Lien Obligations;
including; but not limited to, special contract revenues or payments received from any other legal
entity in connection with such facilities.
SECTION 10: Certificate Fund;Investments. For the purpose of paying the interest on and
to provide a-sinkingfund for the payment, redemption, and retirement of the Certificates, there
shall be and is hereby created a special fund to, be designated "COMBINATION TAX AND
LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, SERIES 2023,
INTEREST AND SINKING FUND" (the Certificate Fund) which-fund shall be kept and
maintained at:the Depository, and money deposited in the Certificate Fund shall be used for no
other purpose and shall be maintained as provided in Section 27. Authorized Officials of the City
are hereby authorized and directed to make withdrawals from the Certificate Fund sufficient to
pay the purchase price or the amount of principal of, premium if any, and interest on the
Certificates as the same become due and payable, or the purchase price thereof, and shall cause to.
be transferred to the Paying Agent/Registrar from money on deposit in the Certificate Fund an
amount sufficient to pay the amount of principal and/or.interest stated to mature on the Certificates,
such transfer of funds to the Paying Agent/Registrar to be made in such manner as will cause
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immediately available funds to be deposited with the Paying Agent/Registrar on or before the
business day next preceding each interest and principal payment date for the Certificates.
The.City,at its sole discretion,may deposit the Pledged Revenue Amount to the Certificate
Fund. The Pledged Revenue Amount, if deposited, shall be expended annually to pay principal
and interest ori the Certificates as the same become due and payable. This Pledged Revenue
Amount shall be accounted for and transferred-to the Paying Agent/Registrar in accordance with
the provisions of the previous paragraph of this Section.
Pending the transfer of funds to the Paying Agent/Registrar, money deposited in any fund .
created and established by this Ordinance may,at the option of the City,be placed in time.deposits,
certificates of deposit, guaranteed investment contracts, or similar contractual agreements as
permitted by the provisions of the-Public Funds Investment Act, as amended, Chapter 2256,Texas
Government Code, secured (to the: extent not insured by the Federal Deposit Insurance
Corporation)by obligations of the type hereinafter described, or be invested,-as authorized by any
law, including investments held in book-entry form, in securities including, but not limited to,
direct obligations of the United States of America,obligations guaranteed or insured by the United
States of America, which, in the opinion of the Attorney General of the United States, are backed
by its full faith and credit or represent its general obligations; or invested in indirect obligations of
the United States of America, including, but not limited to, evidences "of indebtedness issued,
insured or. guaranteed by such governmental agencies as the Federal Land Banks, Federal
Intermediate Credit Banks, Banks 'for Cooperatives, Federal Home Loan Banks, Government
National Mortgage Association, Farmers Home Administration, Federal Home Loan Mortgage
Association, Small Business Administration, or Federal Housing Association; provided that all
such deposits and investments shall be made in such a-manner that the money required to be
expended from such fund will be available at the proper time or times: All interest and income
derived from deposits and investments in any fund-established pursuant to the provisions of this
Ordinance 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 Certificates.
SECTION 11: Tax Lew. To provide for the payment of the Debt Service Requirements
on the Certificates being (i) the interest on the Certificates, and (ii) a sinking fund for their
redemption at Stated Maturity or a sinking.fund of 2% (whichever amount shall be the greater),
there shall be and there is hereby levied for the current fiscal year and.each succeeding year
thereafter while the Certificates or any interest thereon shall remain Outstanding, a sufficient tax,
within the limitations prescribed by law,on each one hundred dollars valuation of taxable property
in-the City, adequate to pay such Debt Service Requirements, full allowance being made for
delinquencies and costs of collection; said tax shall be assessed and collected each year and applied
to the payment of the Debt Service.Requirements, and the same shall not be diverted to any other
purpose. The taxes so levied and collected shall be paid into the Certificate Fund and are thereafter
pledged to the payment of the Certificates. The City Council hereby declares its purpose and intent
to provide and levy a tax legally and fully sufficient to pay the such Debt Service Requirements,
it having been.determined that the existing and available taxing authority of the City for such
purpose is adequate to permit a legally sufficient tax in consideration of all other outstanding
indebtedness and other obligations of the City.
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The amount of taxes to be provided annually for the payment of the principal of and interest
on the Certificates shall be determined and-accomplished in the following manner:
A. _ Prior to the date the City Council establishes the annual tax rate and passes an.
ordinance levying ad valorem taxes each year, the City Council shall determine:
(1) the amount of Debt Service Requirements to become due and payable on:
the Certificates between the Collection Date for the ad valorem taxes then to be.levied and
the Collection Date for the ad valorem taxes to be levied during the next succeeding
calendar year;
(2) the amount on deposit in the Certificate Fund after(a) deducting therefrom
the total amount:of Debt Service Requirements to become due on Certificates prior to the
Collection Date for the ad valorem taxes to be levied and (b) adding thereto the amount of
the Pledged Revenues, or any other lawfully available funds;if any,.to be appropriated and
allocated during such year to pay such Debt Service Requirements, if any, prior to the
Collection Date for the ad valorem taxes to be levied;and
.(3) the amount of Pledged Revenues or other lawfully:available funds, if any, .
to be appropriated and to be set aside for the payment of the Debt Service Requirements
on the Certificates between the Collection Date for the taxes then to be levied and the
Collection Date for the taxes to be levied during the next:succeeding Fiscal Year.
B. - The amount of taxes to_be levied annually each year to pay- the Debt Service
Requirements on the Certificates shall be the amount established in paragraph (1) above less the
sum total of the amounts established-in-paragraphs (2) and (3),-after taking into-consideration
delinquencies and costs of collecting such annual taxes.
SECTION 12: Pledge of Pledged Revenues. The City hereby covenants and agrees that,
subject to any prior lien on and pledge of the Net Revenues of the System to the payment and
security 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,
the Pledged Revenues are herebyirrevocably pledged to the payment of the principal of and
interest on the Certificates and the pledge of Pledged Revenues herein:made for the payment of -
the Certificates shall constitute a lien on the Pledged Revenues in accordance with the.terms and
provisions hereof and be valid and binding without any physical delivery thereof or further act by
the City.
SECTION 13: System Fund. The City hereby covenants and agrees that all Gross
Revenues derived from the operation of the System shall be kept separate and apart from all other
Rinds, accounts and money of the City.and shall be deposited as collected into the "CITY OF
CIBOLO, TEXAS UTILITY SYSTEM FUNDI (the System Fund).- All money deposited in the
System Fund shall be pledged and appropriated to the extent required for the following purposes
and in the order of priority shown:
• First: to the payment of the reasonable and proper Maintenance and Operating
Expenses of the System required by statute or ordinances authorizing the issuance
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of any indebtedness of the City to be a first charge on and claim against the Gross
Revenues of the System;
• Second: To the payment of the amounts that must be deposited in the special funds
and accounts created and established for the payment, security, and benefit of the
currently. outstanding Prior Lien Obligations and any Additional Prior Lien
Obligationshereafter issued by the City in accordance with the terms and
provisions of any ordinance authorizing-their issuance;
• Third: To the payment of the amounts that must be deposited in the special funds
and accounts created and established for the payment, security, and benefit of any
Junior Lien Obligations hereafter issued by the City in accordance with the terms
and provisions of any ordinance authorizing their issuance;
• Fourth: To the payment of the amounts that must be deposited in the:special funds
and accounts created and established for the payment, security, and benefit of any
Subordinate Lien Obligations hereafter issued by the City in accordance with-the
terms and provisions of any ordinance authorizing their issuance; and
• Fifth: To the payment of the amounts that may be deposited in the special funds
and accounts established for the payment of the currently outstanding Limited
Pledge Obligations, including the Certificates, and any Additional Limited Pledge
Obligations hereafter issued by the City in accordance with the terms and
provisions of any ordinances authorizing their issuance.
Any Net Revenues remaining in the System Fund after satisfying the foregoing payments,
or making adequate and sufficient provision for the payment, security and benefit thereof, may be
appropriated and used for any other City purpose now or hereafter permitted by law.
SECTION 14: Deposits to Certificate Fund — Surplus Certificate Proceeds. The City
hereby covenants and agrees to cause.to be deposited in the Certificate Fund prior to a principal
and interest payment date-for the Certificates, from the Pledged.Revenues in the System Fund,
after the deduction of all payments required to be made to the.special funds or accounts created
for the payment, security, and benefit of the (i) currently outstanding Prior Lien Obligations and
any Additional Prior Lien Obligations, Junior Lien Obligations, or-Subordinate Lien Obligations
hereafter issued by the City; and (ii) the currently outstanding Limited Pledge Obligations,
including the Certificates, and any amounts budgeted to be paid therefrom in such Fiscal Year.
Accrued interest,if any,received from the Purchasers of the Certificates shall be deposited
to the Certificate Fund and ad valorem taxes levied and collected for the benefit of the Certificates
shall be deposited to the Certificate Fund. In addition, any surplus proceeds,including investment
income therefrom, from the sale of the-Certificates not expended for authorized purposes shall be
deposited in the Certificate Fund,and such amounts so deposited shall reduce the sums otherwise
required to be deposited in said fund from ad valorem taxes.
SECTION 15: 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
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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 16: Maintenance of System—Insurance. The City covenants and agrees that
while the Certificates remain Outstanding it will maintain and operate the System with all possible
efficiency and maintain casualty and other insurance (including a system of self-insurance) on the
properties of the.System and its operations of a kind and in such amounts customarily carried by
municipal corporations in the State of Texas engaged in a similar type of business and that it will
faithfully and punctually perform all duties with reference to the System required by the.laws of
the State of Texas. All money received from losses under such insurance policies, other than
public liability policies, are held for the benefit of the holders of the Certificates until and unless
the proceeds.-`are paid out in making good the loss or damage in respect of which such proceeds
are received, either by replacing the property destroyed or repairing the property damaged, and
adequate provision for making good such loss or damage must be made within ninety (90) days
after the date of loss. The payment of premiums for all insurance policies required under the
provisions hereof shall be considered Maintenance and Operating Expenses. Nothing in this
Ordinance shall be construed as requiring the City to expend any:funds which are derived from
sources other than the operation of the System but nothing herein_ shall be construed as preventing
the City from doing so.
SECTION 17: Rates and Charges. The City hereby covenants and "agrees with the Holders
of the Certificates that'-rates and charges for utility services afforded by the System will be
established and maintained to provide Gross Revenues sufficient at all times:
A. to pay,together with any other lawfully available funds,all operating;maintenance,
depreciation, replacement, betterment, and other costs incurred in the maintenance and operation
of the System, including, but not limited to, Maintenance and Operating Expenses;.provided,
however, that the City expressly reserves.the right to utilize other lawfully available funds to pay
the Maintenance and Operating Expenses;
B: to produce Net Revenues sufficient, together with any other lawfully available
funds, to pay (i) the interest on and principal of any Prior Lien Obligations and any Additional
Prior Lien Obligations hereafter issued by the City as the same becomes due and payable and the
amounts required to be deposited in any special fund created and:established for the payment,-
security, and benefit thereof; (ii) the interest on and principal of any Junior Lien Obligations
hereafter issued by the.City as the same becomes due and payable and the amounts required to be
deposited in any special fund created and established for the payment;security,and benefit thereof,
(iii)the interest on and principal of any Subordinate Lien Obligations hereafter issued by the City
as the same becomes due and payable and the amounts required to be deposited in any special fund
created and established for the payment, security, and benefit thereof, and (iv) the amounts that
may be deposited in the special funds established for the payment of the currently outstanding
Limited Pledge Obligations, the.-Certificates, or any Additional Limited Pledge Obligations
hereafter issued by the'City; and
C. to pay other legally incurred indebtedness payable from the Net Revenues of the
System and/or secured by a lien on the System or the Net Revenues thereof.
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SECTION 18: Records and Accounts — Annual Audit. The City further covenants and
agrees-that so long as any of the Certificates remain Outstanding it will keep and maintain separate
and complete records and accounts pertaining to the operations of the,System in which complete
and correct.entries shall be made of all transactions relating thereto, as provided by Chapter 1502,
as amended, Texas Government Code, or other applicable law._ The Holders of the Certificates or
any duly authorized agent or agents of the Holders shall have the right to inspect the System and
all properties comprising the same. The City further agrees that,following the close of each Fiscal
Year, it will cause.an audit of such books and accounts to be made by an independent firm of
Certified Public Accountants. Expenses incurred in making the.annual audit of the operations of
the System are to be regarded as Maintenance and Operating Expenses.
SECTION 19: Remedies in.Event of Default. In addition to all the rights and remedies
provided by the laws of the State of Texas,the City covenants-and agrees particularly that-in the
event the City (a) defaults in the payments to be made to the Certificate Fund, or (b) defaults in
:,the observance or performance of any.other of the covenants, conditions, or obligations set forth
in this.Ordinance,the Holders of any of the Certificates shall be entitled to seek a writ of mandamus
issued by.a court of proper jurisdiction compelling and,requiring the governing body of the City
and other officers of the City to observe and perform any covenant, condition, or obligation
prescribed in-this Ordinance.
No delay or omission to exercise-any right or power accruing upon any default shall impair
any such right or power, or shall be construed to be a waiver of any such default or.acquiescence
therein, and every such right and.power may be exercised from time to time and as often as may
be deemed expedient. The specific remedies herein provided shall be cumulative of all other
existing-remedies and the specification of such remedies shall not be deemed to be exclusive.
SECTION 20: Issuance of Additional Prior Lien Obligations, Junior Lien Obligations,
Subordinate Lien Obligations, and Additional Limited Pledge Obligations. The City hereby
expressly reserves the.right to hereafter issue bonds, notes, warrants, certificates of obligation, or
similar obligations,payable,wholly or in part, as appropriate,from and secured by a pledge of and
Tien on the Net Revenues of the System with the following priorities, without limitation as to
principal amount, but subject to any terms, conditions, or restrictions applicable thereto under
existing ordinances, laws, or otherwise:
A. Additional Prior Lien Obligations payable from and equally and ratably secured by
a first and prior lien on and pledge of the Net Revenues of the System;
B.. Junior Lien Obligations payable from and equally and ratably secured by a lien on
and pledge of the Net Revenues that is junior and inferior to the lien on and pledge thereof securing
the payment of the currently outstanding Prior Lien Obligations and any Additional Prior Lien
Obligations lhereafter issued by City,but prior and superior to the lien on and pledge of the Net
Revenues securing, in part,the payment of the currently outstanding Limited Pledge Obligations;
the Certificates;'and any;Subordinate Lien Obligations or Additional Limited Pledge Obligations
hereafter issued by the City;
C. Subordinate Lien Obligations payable from and equally and ratably secured by a
lien on and pledge of the Net Revenues that is subordinate and inferior to the lien on and pledge
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thereof securing the payment of the currently outstanding Prior Lien Obligations and any
Additional Prior Lien Obligations or Junior Lien Obligations hereafter issued by the City,but.prior
and superior to the lien on and pledge of.the Net Revenues securing, in part, the payment-of the
currently,outstanding Limited Pledge Obligations, the Certificates, and any Additional Limited
Pledge.Obligations hereafter,issued by the City; and
D. Additional Limited Pledge Obligations secured by alien on and pledge of a limited
amount of the Net Revenues in accordance with the provisions of the following paragraph.
Additional Prior Lien Obligations, Junior Lien Obligations,- or Subordinate Lien
Obligations, if issued, may be payable, in whole or in part, from Net Revenues (without
-impairment of the obligation of contract with the holders of the currently outstanding-Limited
Pledge Obligations and the Certificates) upon such terms and conditions as the City Council may
determine.. Additional Limited Pledge.Obligations,if issued and payable,in whole or in part,from
Pledged Revenues: (defined in the .same or similar terms as. provided .in Section 9 of chis
Ordinance), shall not inany event be construed to. be payable from the Pledged Revenues
authorized by this Ordinance to be budgeted and appropriated for the payment of the Certificates.
However, the lien.on and pledge of the limited-amount of Net Revenues securing, in part, the
payment of the Certificates, and any-Additional Limited Pledge Obligations shall be subordinate
and inferior to the pledge of and lien on the Net Revenues securing the 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.
SECTION 21: Special Covenants. The City hereby further.covenants that:
A. it has the lawful power to pledge the Pledged Revenues supporting the Certificates
and has lawfully exercised said powers under the-laws of the State of Texas, including :power
existing under Chapter 1502, as amended, Texas Government Code;the Certificate of Obligation
Act of 1971, as amended, Texas -Local Government Code, Section 271.041 through Section
271.064, and the City's Home Rule Charter;
B. other than for the payment of the currently outstanding Prior Lien Obligations, and
the Certificates, the Net,Revenues. of the System have not in any manner been pledged to the
payment of any debt or obligation of the City or of the System.
C. as long as any Certificates-or any interest thereon remain Outstanding,the City-will
not sell, lease or encumber (except in the manner provided in Section 20 of this Ordinance) the .
System or any substantial part thereof,provided that this covenant shall not be:construed to prohibit
the sale of such machinery,- or other- properties or equipment.which has become obsolete or
otherwise unsuited to the efficient operation of the System;
D: to the extent that it legally may, the City fiu ther covenants and agrees that, so long
as any of the Certificates, or any interest thereon, are Outstanding, no franchise shall be granted
for the installation or. operation:of any competing utility systems other than those owned by the
City, and the operation of any such systems by anyone other than the City is hereby prohibited;.
and
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E. no free service of the System shall be allowed, and should the City or any of its
agents or instrumentalities make use of the services and facilities of the System, payment,of the
reasonable value thereof shall be made by the City out of funds from sources other than the .
revenues and income of the System.
SECTION 22: Application-of the Covenants and Agreements of any Additional Prior Lien
Obligations, Junior Lien Obligations, or Subordinate Lien Obligations. It is the intention of the
City Council and accordingly hereby recognized and stipulated that the provisions, agreements,
and covenants contained herein bearing upon the management and operations of the System, and
the administration and application of Gross Revenues derived from the operation thereof, shall to
the extent possible be harmonized with like provisions, agreements, and covenants contained in
the ordinances authorizing the issuance 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,and to the extent of any irreconcilable conflict between the provisions
contained herein and in the ordinances authorizing the issuance of any Additional Prior Lien
Obligations,Junior Lien.Obligations,or Subordinate Lien Obligations,the provisions,agreements
and covenants contained therein shall.prevail to the extent of such conflict and be applicable to
this Ordinance, especially the priority of rights and benefits conferred thereby to the holders 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. It is expressly
recognized that prior to the issuance of any Additional Prior Lien Obligations, Junior Lien
Obligations,-or Subordinate Lien.Obligations, the City must comply with each of the conditions
precedent contained in- the respective ordinances authorizing the issuance of the currently
outstanding Prior Lien Obligations and the Certificates, as appropriate.
SECTION 23: 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 Holders shall be filed with the Paying
Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.
SECTION 24: Cancellation. All Certificates surrendered for payment, redemption,
transfer,exchange,or replacement,if surrendered to the Paying Agent/Registrar,shallbe promptly
canceled by it and,if surrendered to the City, shall be delivered to the Paying Agent/Registrar and,
if not already canceled, shall be promptly canceled by the Paying Agent/Registrar. The City may
at any time deliver to the Paying Agent/Registrar for cancellation any Certificates previously
certified or registered and delivered which the City may have acquired in any manner whatsoever,
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and all Certificates so delivered shall be promptly canceled by the Paying Agent/Registrar. All
canceled Certificates held by the Paying Agent/Registrar shall be destroyed as directed by the City.
SECTION 25: Mutilated, Destroyed, Lost, and Stolen Certificates. If (1) any mutilated
Certificate is surrendered to the -Paying Agent/Registrar, or the City and the- Paying
Agent/Registrar receive:-evidence to their satisfaction of the :destruction, loss, or theft of any
Certificate,:and (2) there is delivered to the City and the Paying Agent/Registrar such security or
indemnity as may be required to save each of them harmless, then,-in the absence of notice to the
City or the Paying Agent/Registrar that such Certificate has been acquired by a bona fide
purchaser, the City shall execute-and, upon its request, the-Paying Agent/Registrar shall register
and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen.Certificate,
a new Certificate 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 Certificate has become or is about to
become due and payable,:the City.in its discretion may, instead of issuing a new Certificate, pay
such Certificate.
Upon the issuance of any.new Certificate or payment in lieu thereof, under this Section,
the City may require payment by the Holder of a sum sufficient to cover any tax or other
governmental charge imposed in relation thereto.and any other expenses and charges (including
attorney's fees and the fees and expenses of the Paying Agent/Registrar) connected therewith.
Every new Certificate issued pursuant to this Section in lieu of any mutilated, destroyed,
lost, or stolen Certificate shall constitute a replacement of the prior obligation of the City,whether
or not the mutilated; destroyed, .lost, or stolen Certificate shall be at.any time enforceable by
anyone, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other
Outstanding Certificates.
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 Certificates..
SECTION 26: Certificates - Approval Authorization of an Official Bid Form —Official
Statement Approval-Use of Certificate Proceeds. The Certificates authorized by this Ordinance
are hereby sold by the City to , as the as the authorized
representative of the initial purchasers of the Certificates at a competitive sale (the Purchasers,
having all of the rights, benefits, duties, and obligations of a Holder) in accordance with the
provisions of an Official Bid Form(the Oficial Bid Form);dated January 24,2023,attached hereto
as Exhibit B and incorporated herein by reference as a part of this Ordinance for all purposes; at a
price of par, plus a [net] reoffering premium of $ less the Purchasers'
compensation of$ and no accrued interest. The Initial.Certificate shall be registered in
the name of It is hereby officially found, determined, and declared
that the Purchasers are the lowest bidder for the Certificates and as a result of invitations for.
competitive bids in compliance with.applicable law. The pricing:and terms of the:sale of the
Certificates are hereby found and determined to be the most advantageous'reasonably obtainable
by the City..
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Furthermore; the City-hereby ratifies, confirms, and approves in all respects (i) the City's
prior determination that the Preliminary Official Statement was; as of its date, "deemed final" in
accordance with the Rule (hereinafter defined) and (ii)the use and distribution of the Preliminary
Official Statement by the Purchasers in connection with the public offering and sale of the
Certificates. The final Official Statement,being a modification and amendment of the Preliminary
Official Statement to reflect the terms of sale (together with such changes approved by any
Authorized Official), shall be and is hereby in all respects:approved and the Purchasers are hereby
authorized to use and distribute the _final Official Statement, dated January 24, 2023, in the
reoffering, sale and delivery of the.Certificates to the public. The Mayor and of City Secretary of
the Governing Body:are further authorized and directed to manually; facsimile, or electronically
execute and deliver for and on behalf of the Issuer copies of the Official Statement in final form
as may be required by the Purchasers, and such final.Official Statement in the form and content
manually, facsimile, or electronically executed by said officials shall be deemed to be approved
by the Governing Body and constitute the Official Statement authorized for distribution and use
by the Purchasers. The proper officials of the City are hereby authorized to execute and deliver a
certificate pertaining to.such Official Statement as prescribed therein, dated as of the date of
payment for and delivery of the Certificates.
Proceeds derived from the:sale of the Certificates(after paying remaining costs of issuance)
shall be deposited into the special construction account or accounts created for the projects to be
constructed with the proceeds of the Certificates and used to pay costs- of such projects. This.
special construction account shall be established and maintained at the Depository and shall be
invested in accordance with the provisions of Section 10 of this Ordinance. Interest earned on the
proceeds of the Certificates pending completion of construction of the projects financed with such
proceeds shall be accounted for, maintained, deposited, and expended as permitted by the
provisions of Chapter 1201, as amended, Texas Government Code, or.as required by any other
applicable law. Thereafter, such amounts shall be expended in accordance with Section 14 of this
Ordinance.
SECTION 27: Covenants Regarding Tax Exemption of Interest on the Certificates.
(a) Covenants. The Issuer covenants to take any action necessary to assure, or refrain
from any action which would adversely affect, the treatment of the Certificates 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 Issuer covenants as follows:
(1) to take any action to assure that no more than 10 percent of the proceeds of the
Certificates or the projects financed 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 or the projects financed therewith are so used,
such amounts, whether or not received by the Issuer, 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 of the debt service
on the Certificates, in contravention of section 141(b)(2) of the Code;
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(2) to take any action to assure that in the event that the "private business use"
described in subsection (1) hereof exceeds 5 percent of the proceeds of the Certificates or
the projects financed therewith(less amounts deposited into a reserve fund,if any)then the
amount in excess of 5 percent 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 lesser of
$5,000,000, or 5 percent of the proceeds of the Certificates (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
Certificates being treated as "private activity bonds"within the meaning of section 141(b)
of the Code;
(5) to refrain from taking any action that would result in the Certificates 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 Certificates, 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 the Code) which produces a
materially higher yield over the term of the Certificates, other than investment property
acquired with--
(A) proceeds of the Certificates invested for a reasonable temporary period
of 3 years or less or, in the case of a refunding bond, for a period of 90 days or less
until such proceeds are needed for the purpose for which the certificates 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
Certificates;
(7) to otherwise restrict the use of the proceeds of the Certificates or amounts
treated as proceeds of the Certificates, as may be necessary, so that the Certificates do not
otherwise contravene the requirements of section 148 of the Code (relating to arbitrage);
(8) to refrain from using the proceeds of the Certificates or proceeds of any prior
certificates to pay debt service on another issue more than 90 days after the date of issue
of the Certificates in contravention of the requirements of section 149(d) of the Code
(relating to advance refundings); and
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(9) to pay to the United States of America at least once during each five-year period
(beginning on the date of delivery of the Certificates) an amount that is at least equal to 90
percent 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 Certificates 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 (8), a
"Rebate Fund" is hereby established by the Issuer 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 certificate holders. The Rebate Fund is established for the additional purpose of
compliance with section 148 of the Code.
(c) Proceeds. The Issuer 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
Certificates and any replacement funds. It is the understanding of the Issuer 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 Certificates,the Issuer 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 Certificates
under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated
which impose additional requirements which are applicable to the Certificates, the Issuer 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 of interest on
the Certificates under section 103 of the Code. In furtherance of such intention,the Issuer hereby
authorizes and directs any member of the Commissioners Court and any Authorized Official to
execute any documents, certificates or reports required by the Code and to make such elections,
on behalf of the Issuer, which may be permitted by the Code as are consistent with the purpose for
the issuance of the Certificates.
(d) Allocation Of, and Limitation On, Expenditures for the Project. The Issuer
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 (the Project) on its books and records in
accordance with the requirements of the Internal Revenue Code. The Issuer 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 expended no more than 60 days after the earlier of(1)the fifth anniversary of the
delivery of the Certificates, or (2)the date the Certificates are retired. The Issuer 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
Certificates. For purposes hereof,the issuer shall not be obligated to comply with this covenant if
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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) Disposition of Project. The Issuer covenants that the property constituting the
Project will not be sold or otherwise disposed in a transaction resulting in the receipt by the Issuer
of cash or other compensation, unless any action taken in connection with such disposition will
not adversely affect the tax-exempt status of the Certificates. For purpose of the foregoing, the
Issuer may rely on an opinion of nationally-recognized bond counsel that the action taken in
connection with such sale or other disposition will not adversely affect the tax-exempt status of
the Certificates. For purposes of the foregoing, the portion of the property comprising personal
property 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 Issuer 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.
(g) Designation as Qualified Tax-Exempt Certificates. The Issuer hereby designates
the Certificates as "qualified tax-exempt bonds" as defined in section 265(b)(3) of the Code. In
furtherance of such designation, the Issuer represents, covenants and warrants the following:
(a)that during the calendar year in which the Certificates are issued, the Issuer (including any
subordinate entities)has not designated nor will designate bonds,which when aggregated with the
Certificates, will result in more than $10,000,000 of"qualified tax-exempt bonds" being issued;
(b)that the Issuer reasonably anticipates that the amount of tax-exempt obligations issued, during
the calendar year in which the Certificates are issued, by the Issuer (or any subordinate entities)
will not exceed $10,000,000; and (c) that the Issuer will take such action or refrain from such
action as necessary, and as more particularly set forth in this Section, in order that the Certificates
will not be considered"private activity bonds"within the meaning of section 141 of the Code.
(h) Written Procedures. Unless superseded by another action of the Issuer, 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 Issuer's written procedures.
(i) Reimbursement. This Ordinance is intended to satisfy the official requirements set
forth in section 1.150-2 of the Treasury Regulations.
SECTION 28: Control and Custody of Certificates. The Mayor of the City 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
Certificates pending their approval by the Attorney General of the State of Texas, the registration
thereof by the Comptroller of Public Accounts of the State of Texas and the delivery of the
Certificates to the Purchasers.
Furthermore, any Authorized Official, either individually or any combination of them, is
hereby authorized and directed to furnish and execute such documents relating to the City and its
financial affairs as may be necessary for the issuance of the Certificates, 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 City's financial advisors,Bond Counsel,and the Paying
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Agent/Registrar, make the necessary arrangements for the delivery of the Initial Certificate to the
Purchasers and, when requested in writing by the Purchasers, the initial exchange thereof for
definitive Certificates.
SECTION 29: Satisfaction of Obligation of City. If the City shall pay or cause to be paid,
or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on
the Certificates, at the times and in the manner stipulated in this Ordinance, then the pledge of
taxes levied and the lien on and pledge of the Pledged Revenues under this Ordinance and all
covenants, agreements, and other obligations of the City to the Holders shall thereupon cease,
terminate, and be discharged and satisfied.
Certificates, 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 Certificates or the principal amount(s) thereof at Stated Maturity or to the redemption
date therefor,together with all interest due thereon, shall have been irrevocably deposited with and
held in trust by the Paying Agent/Registrar,or an authorized escrow agent, and/or(ii) Government
Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an
authorized escrow agent, which Government Securities will 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 Certificates, or the principal amounts thereof, on and prior to the Stated Maturity
thereofor (if notice of redemption has been duly given or waived or if irrevocable arrangements
therefor acceptable to the Paying Agent/Registrar have been made) the redemption date thereof
for the Certificates . In the event of a defeasance of the Certificates, the City shall deliver a
certificate from its financial advisor,the Paying Agent/Registrar, an independent accounting firm,
or another qualified third party concerning the deposit of cash and/or Government Securities to
pay, when due, the principal of, redemption premium (if any), and interest due on any defeased
Certificate. As and to the extent applicable, if at all, the City covenants that no deposit of money
or Government Securities will be made under this Section and no use made of any such deposit
which would cause the Certificates to be treated as arbitrage bonds within the meaning of section
148 of the Code (as defined in Section 27 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 Certificates, or any principal
- amount(s) thereof, or interest thereon with respect to which such money has been so deposited
shall be remitted to the City or deposited as directed by the City. Furthermore, any money held
by the Paying Agent/Registrar for the payment of the principal of and interest on the Certificates
and remaining unclaimed for a period of three(3)years after the Stated Maturity of the Certificates,
or applicable redemption date of the Certificates, such money was deposited and is held in trust to
pay shall upon the request of the City be remitted to the City against a written receipt therefor,
subject to the,unclaimed property laws of the State of Texas.
Notwithstanding any other provision of this Ordinance to the contrary,it is hereby provided
that any determination not to redeem defeased Certificates that is made in conjunction with the
payment arrangements specified in subsection (i) or (ii) above shall not be irrevocable, provided
that: (1) in the proceedings providing for such defeasance,the City expressly reserves the right to
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call the defeased Certificates for redemption; (2) gives notice of the reservation of that right to the
owners of the defeased Certificates immediately following the defeasance; (3) directs that notice
of the reservation be included in any redemption notices that it authorizes; and (4) at the time of
the redemption, satisfies the conditions of(i) or (ii) above with respect to such defeased debt as
though it was being defeased at the time of the exercise of the option to redeem the defeased
Certificates, after taking the redemption into account in determining the sufficiency of the
provisions made for the payment of the defeased Certificates.
SECTION 30: Printed Opinion. The Purchasers' obligation to accept delivery of the
Certificates is subject to their being furnished a final opinion of McCall, Parkhurst & Horton
L.L.P.,San Antonio,Texas,as Bond Counsel,approving certain legal matters as to the Certificates,
this opinion to be dated and delivered as of the date of initial delivery and payment for such
Certificates. Printing of a true and correct copy of this opinion on the reverse side of each of the
Certificates, with appropriate certificate pertaining thereto executed by facsimile signature of the
City Secretary of the City is hereby approved and authorized.
SECTION 31: CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive
Certificates. It is expressly provided, however, that the presence or absence of CUSIP numbers
on the definitive Certificates shall be of no significance or effect as regards the legality thereof,
and neither the City nor Bond Counsel are to be held responsible for CUSIP numbers incorrectly
printed or typed on the definitive Certificates.
SECTION 32: Effect of Headings. The Section headings herein are for convenience only
and shall not affect the construction hereof.
SECTION 33: Ordinance a Contract Amendments - Outstanding Certificates. The City
acknowledges that the covenants and obligations of the City herein contained are a material
inducement to the purchase of the Certificates. This Ordinance shall constitute a contract with the
Holders from time to time, binding on the City and its successors and assigns, and it shall not be
amended or repealed by the City so long as any Certificate remains Outstanding except as
permitted in this Section. The City may, without the consent of or notice to any Holders, from
time to time and at any time, amend this Ordinance in any manner not detrimental to the interests
of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission
herein. In addition, the City may, with the written consent of Holders holding a majority in
aggregate principal amount of the Certificates 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 Certificates,no such amendment;addition,or rescission shall(1)extend
the time or times of payment of the principal of and interest on the Certificates,reduce the principal
amount thereof, the redemption price thereof, or the rate of interest thereon, or in any other way
modify the terms of payment of the principal of,premium if any, or interest on the Certificates, (2)
give any preference to any Certificate over any other Certificate, or (3) reduce the aggregate
principal amount of Certificates required for consent to any such amendment, addition, or
rescission.
SECTION 34: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is
intended or shall be construed to confer upon any person other than the City,Bond Counsel,Paying
Agent/Registrar, and the Holders, any right, remedy, or claim, legal or equitable, under or by
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reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being
intended to be and being for the sole and exclusive benefit of the City, Bond Counsel, Paying
Agent/Registrar, and the Holders.
SECTION 35: 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 36: Governing. This Ordinance shall be construed and enforced in
accordance with the laws of the State of Texas and the United States of America.
SECTION 37: Severability. If any provision of this Ordinance or the application thereof
to any person or circumstance shall be held to be invalid,the remainder of this Ordinance and the
application of such provision to other persons and circumstances shall nevertheless be valid, and
the City Council hereby declares that this Ordinance would have been enacted without such invalid
provisions.
SECTION 38: 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 39: Incorporation of Preamble Recitals. The recitals contained in the preamble
hereof are hereby found to be true; and such recitals are hereby made a part of this Ordinance for
all purposes and are adopted as a part of the judgment and findings of the City Council of the City.
SECTION 40: Authorization of Pang Agent/Registrar Agreement. The City Council of
the City hereby finds and determines that it is in the best interest of the City to authorize the
execution of a Paying Agent/Registrar Agreement concerning the payment,exchange,registration,
and transferability of the Certificates. A copy of the Paying Agent/Registrar Agreement is attached
hereto, in substantially final form, as Exhibit A and is incorporated by reference to the provisions
of this Ordinance.
SECTION 41: 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 42: Unavailability of Authorized Publication. If, because of the temporary or
permanent suspension of any newspaper, journal, or other publication, or, for any reason,
publication of notice cannot be made meeting any requirements herein established, any notice
required to be published by the provisions of this Ordinance shall be given in such other manner
and at such time or times as in the judgment of the City or of the Paying Agent/Registrar shall
most effectively approximate such required publication and the giving of such notice in such
manner shall for all purposes of this Ordinance be deemed to be in compliance with the
requirements-for publication thereof.
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SECTION 43: No Recourse Against City Officials. No recourse shall be had for the
payment of principal of, premium if any, or interest on any Certificate or for any claim based
thereon or on this Ordinance against any official of the City or any person executing any
Certificate.
SECTION 44: Continuing?Disclosure Undertaking.
A. Definitions.
As used in this Section, the following terms have the meanings ascribed to such terms
below:
EM-AIM means the MSRB's Electronic Municipal Market Access system, accessible by the
general public, without charge, on the internet through the uniform resource locator (URL)
http://www.emma.msrb.org.
MSRB means the Municipal Securities Rulemaking Board.
Rule means SEC Rule 15c2-12, as amended from time to time.
SEC means the United States Securities and Exchange Commission.
B. Annual Reports.
The City shall file annually with the MSRB, within six months after the end of each fiscal
year ending in or after 2023, financial information and operating data with respect to the City of
the general type included in the final Official Statement authorized by Section 26 of this Ordinance
being the information described in Exhibit D hereto and if not provided as part of such financial
information and operating data, audited financial statements of the City, when and if available.
Any financial statements so to be provided shall be(i)prepared in accordance with the accounting
principles described in Exhibit D hereto, or such other accounting principles as the City may be
required to employ from time to time pursuant to state law or regulation, and (ii) audited, if the
City commissions an audit of such financial statements and the audit is completed within the period
during which they must be provided. If the audit of such financial statements is not complete
within such period, then the City shall provide unaudited financial statements within such period
and audited financial statements for the applicable fiscal year to the MSRB, when and if the audit
report on such statements becomes available. Under current Texas law, including,but not limited
to, Chapter 115, as amended, Texas Local Government Code, the City must have its records and
accounts audited annually and shall have an annual financial statement prepared based on the audit.
The annual financial statement, including the auditor's opinion on the statement, shall be filed in
the office of the Finance Director within 180 days after the last day of the City's fiscal year.
Additionally, upon the filing of this financial statement and the annual audit,these documents are
subject to the Texas Open Records Act, as amended, Texas Government Code, Chapter 552.
If the City changes its fiscal year, it will file notice of such change (and of the date of the
new fiscal year end) with the MSRB prior to the next date by which the City otherwise would be
required to provide financial information and operating data pursuant to this Section.
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C. Notice of Certain Events.
The City shall file notice of any of the following events with respect to the Certificates to
the MSRB in a timely manner and not more than 10 business days afteroccurrence of the event:
(1) Principal and interest payment delinquencies;
(2) Non-payment related defaults, if material;
(3) Unscheduled draws on debt service reserves reflecting financial difficulties;
(4) Unscheduled draws on credit enhancements reflecting financial difficulties;
(5) Substitution of credit or liquidity providers, or their failure to perform;
(6) Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability,Notices of Proposed Issue (IRS Form 5701-
TEB), or other material notices or determinations with respect to the tax status of the
Certificate, or other material events affecting the tax status of the Certificate;
(7) Modifications to rights of holders of the Certificate, if material;
(8) Certificate calls, if material, and tender offers;
(9) Defeasances;
(10) Release, substitution, or sale of property securing payment of the
Certificate, if material;
(11) Rating changes;
(12) Bankruptcy, insolvency, receivership, or similar event of the City, which
shall occur as described below;
(13) The consummation of a merger, consolidation, or acquisition involving the
City or the sale of all or substantially all of its assets, other than in the ordinary course of
business, the entry into of a definitive agreement to undertake such an action or the
termination of a definitive agreement relating to any such actions, other than pursuant to
its terms, if material;
(14) Appointment of a successor or additional paying agent/registrar or the
change of name of a paying agent/registrar, if material;
(15) Incurrence of a Financial Obligation of the Issuer, if material, or agreement
to covenants, events of default, remedies, priority rights, or other similar terms of a
Financial Obligation of the Issuer, any of which affect security holders, if material; and
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(16) Default, event of acceleration, termination event, modification of terms, or
other similar events under the terms of a Financial Obligation of the Issuer, any of which
reflect financial difficulties.
For these purposes, (a) any event described in the immediately preceding paragraph(12)is
considered to occur when any of the following occur: the appointment of a receiver, fiscal agent,
or similar officer for the Issuer in a proceeding under the United States Bankruptcy Code or in any
other proceeding under state or federal law in which a court or governmental authority has assumed
jurisdiction over substantially all of the assets or business of the Issuer, or if such jurisdiction has
been assumed by leaving the existing governing body and officials or officers in possession but
subject to the supervision and orders of a court or governmental authority, or the entry of an order
confirming a plan of reorganization, arrangement, or liquidation by a court or governmental
authority having supervision or jurisdiction over substantially all of the assets or business of the
Issuer,and(b)the Issuer intends the words used in the immediately preceding paragraphs(15)and
(16) and the definition of Financial Obligation in this Section have the same meanings as when
they are used in the Rule, as evidenced by SEC Release No. 34-83885, dated August 20, 2018.
D. Limitations, Disclaimers, and Amendments.
The City shall be obligated to observe and perform the covenants specified in this Section
for so long as, but only for so long as,the City remains an"obligated person" with respect to the
Certificates within the meaning of the Rule, except that the City in any event will give notice of
any deposit that causes the Certificates to be no longer Outstanding.
The provisions of this Section are for the sole benefit of the holders and beneficial owners
of the Certificate, and nothing in this Section, express or implied, shall give any benefit or any
legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to
provide only the financial information, operating data, financial statements, and notices which it
has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide
any other information that may be relevant or material to a complete presentation of the City's
financial results, condition, or prospects or hereby undertake to update any information provided
in accordance with this Section or otherwise, except as expressly provided herein. The City does
not make any representation or warranty concerning such information or its usefulness to a
decision to invest in or sell Certificates at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN
CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM
ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT
ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT
AND REMEDY OF ANY SUCH PERSON, IN CONTRACT .OR TORT, FOR OR ON
ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR
MANDAMUS OR SPECIFIC PERFORMANCE.
No default by the City in observing or performing its obligations under this Section shall
constitute a breach of or default under this Ordinance for purposes of any other provision of this
Ordinance.
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Nothing in this Section is intended or shall act to.disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
The provisions of this Section may be amended by the City from time to time to adapt to
changed circumstances that arise from a change in legal requirements, a change in law,or a change
in the identity,nature, status, or type of operations of the City,but only if(1)the provisions of this
Section, as so amended, would have permitted an underwriter to purchase or sell Certificates in
the primary offering of the Certificates in compliance with the Rule, taking into account any
amendments or interpretations of the Rule to the date of such amendment, as well as such changed
circumstances, and (2) either (a) the Holders of a majority in aggregate principal amount (or any
greater amount required by any other provision of this Ordinance that authorizes such an
amendment) of the Outstanding Certificates consent to such amendment or (b) a person that is
unaffiliated with the City (such as nationally recognized bond counsel) determines that such
amendment will not materially impair the interests of the Holders and beneficial owners of the
Certificate. The City may also repeal or amend the provisions of this Section if the SEC amends
or repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment
that such provisions of the Rule are invalid, and the City also may amend the provisions of this
Section in its discretion in any other manner or circumstance, but in either case only if and to the
extent that the provisions of this sentence would not have prevented an underwriter from lawfully
purchasing or selling Certificates in the primary offering of the Certificate,giving effect to(a)such
provisions as so amended and (b) any amendments or interpretations of the Rule. If the City so
amends the provisions of this Section, it shall include with any amended financial information or
operating data next provided in accordance with subsection B of this Section an explanation, in
narrative form, of the reasons for the amendment and of the impact of any change in the type of
financial information or operating data so provided. If the City so amends the provisions of this
Section, the City shall include with any amended financial information or operating data next
provided in accordance with this Section an explanation, in narrative form, of the reasons for the
amendment and of the impact of any change in the type of financial information or operating data
so provided.
E. Information Format—Incorporation by Reference.
The City information required under this Section shall be filed with the MSRB through
EMMA in such format and accompanied by such identifying information as may be specified from
time to time thereby. Under the current rules of the MSRB, continuing disclosure documents
submitted to EMMA must be in word-searchable portable document format(PDF)files that permit
the document to be saved,viewed,printed, and retransmitted by electronic means and the series of
obligations to which such continuing disclosure documents relate must be identified by CUSIP
number or numbers.
Financial information and operating data to be provided pursuant to this Section may be
set forth in full in one or more documents or may be included by specific reference to any document
(including an official statement or other offering document)available to the public through EMMA
or filed with the SEC.
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F. General Policies and Procedures Concerning CoMpliance with the Rule.
Because the issuance of the Certificates is subject to the provisions of the Rule and because
the potential "underwriters" in a competitive sale of the Certificates or the initial purchasers in a
competitive sale of the Certificates may be subject to MSRB rules and regulations with respect to
such sale (including certain due diligence and suitability requirements, among others), the Issuer
hereby adopts the General Policies and Procedures Concerning Compliance with the Rule (the
Policies and Procedures), attached hereto as Exhibit E,with which the Issuer shall follow to assure
compliance with the Undertaking. The Issuer has developed these Policies and Procedures for the
purpose of meeting its requirements of the Undertaking and, in connection therewith, has sought
the guidance from its internal staff charged with administering the Issuer's financial affairs, its
municipal or financial advisors,its legal counsel(including its Bond Counsel),and its independent
accountants (to the extent determined to be necessary or advisable). The Policies and Procedures
can be amended at the sole discretion of the Issuer and any such amendment will not be deemed
to be an amendment to the Undertaking. Each Authorized Official is hereby authorized to amend
the Policies and Procedures as a result of a change in law,a future issuance of indebtedness subject
to the Rule, or another purpose determined by the Authorized Official to be necessary or desirable
for or with respect to future compliance with the Undertaking.
SECTION 45: Book-Entr -OWy sem.
The Certificates shall 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 Certificates shall
be issued(following cancellation of the Initial Certificates described in Section 7) in the form of a
single definitive Certificate. Upon issuance, the ownership of each such Certificate shall be
registered in the name of Cede & Co., as the nominee of DTC, and all of the Outstanding
Certificates shall be registered in the name of Cede& Co., as the nominee of DTC. The City and
the Paying Agent/Registrar are authorized to execute, deliver,and take the actions set forth in such
letters to or agreements with DTC as shall be necessary to effectuate the DTC System, including
the Letter of Representations attached hereto as Exhibit F (the Representation Letter).
With respect to the Certificates registered in the name of Cede& Co., as nominee of DTC,
the City and the Paying Agent/Registrar shall have no responsibility or obligation to any broker-
dealer, bank, or other financial institution for which DTC holds the Certificates 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 Certificates (an Indirect Participant). Without
limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have
no responsibility or obligation with respect to (i)the accuracy of the records of DTC, Cede& Co.,
or any Depository Participant with respect to any ownership interest in the Certificates, (ii) the
delivery to any Depository Participant or any other person, other than a registered owner of the
Certificates, as shown on the Security Register, of any notice with respect to the Certificates,
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 Certificate, of any amount with
respect to principal of,premium if any, or interest on the Certificates. While in the DTC System,
no person other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a
bond certificate evidencing the obligation of the City to make payments of principal, premium if
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any,and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar
of written notice to the effect that DTC has determined to substitute a new nominee in place of
Cede&Co.,and subject to the provisions in this Ordinance with respect to interest checks or drafts
being mailed to the Holder, the word "Cede & Co." in this Ordinance shall refer to such new
nominee of DTC.
In the event that (a) the City determines that DTC is incapable of discharging its
responsibilities described herein and in the Representation Letter, (b) the Representation Letter
shall be terminated for any reason, or (c) DTC or the City determines that it is in the best interest
of the beneficial owners of the Certificates that they be able to obtain certificated Certificates, the
City shall notify the Paying Agent/Registrar, DTC, and the Depository Participants of the
availability within a reasonable period of time through DTC of bond certificates, and the
Certificates shall no longer be restricted to being registered in the name of Cede&Co.,as nominee
of DTC. At that time,the City may determine that the Certificates shall be registered in the name
of and deposited with a successor depository operating a securities depository system, as may be
acceptable to the City, or such depository's agent or designee, and if the City and the Paying
Agent/Registrar do not select such alternate securities depository system then the Certificates may
be registered in whatever name or names the Holders of Certificates transferring or exchanging
the Certificates shall designate, in accordance with the provisions hereof.
Notwithstanding any other provision of this Ordinance to the contrary, so long as any
Certificate is registered in the name of Cede& Co., as nominee of DTC, all payments with respect
to principal of,premium if any, and interest on such Certificate and all notices with respect to such
Certificate shall be made and given, respectively, in the manner provided in the Representation
Letter.
SECTION 46: Further Procedures. The officers and employees of the City are hereby
authorized, empowered and directed from time to time and at any time to do and perform all such
acts and things and to execute, acknowledge and deliver in the name and under the corporate seal
and on behalf of the City all such instruments, whether or not herein mentioned, as may be
necessary or desirable in order to carry out the terms and provisions of this Ordinance, the initial
sale and delivery of the Certificates,the Official Bid Form,the Paying Agent/Registrar Agreement,
and the Official Statement. In addition, prior to the initial delivery of the Certificates, any
Authorized Official and Bond Counsel are hereby authorized and directed to approve any technical
changes or corrections to this Ordinance or to any of the instruments authorized and approved by
this Ordinance as described in the Official Statement necessary in order to(i)correct any ambiguity
or mistake or properly or more completely document the transactions contemplated and approved
by this Ordinance, (ii) obtain a rating from any of the national bond rating agencies, or(iii) obtain
the approval of the Certificates 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 Certificates while the
Certificates are outstanding and unpaid. In case any officer of the City whose signature shall
appear on any certificate shall cease to be such officer before the delivery of such certificate, such
signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had
remained in office until such delivery.
- 35 -
SECTION 47: 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 Certificates.
SECTION 48: City's Consent to Provide Information and Documentation to the Texas
MAC. The Municipal Advisory Council of Texas (the Texas MAC), a non-profit membership
corporation organized exclusively for non-profit purposes described in section 501(c)(6) of the
Internal Revenue Code and which serves as a comprehensive financial information repository
regarding municipal debt issuers in Texas, requires provision of written documentation regarding
the issuance of municipal debt by the issuers thereof. In support of the purpose of the Texas MAC
and in compliance with applicable law,the City hereby consents to and authorizes any Authorized
Official, Bond Counsel to the City, and/or Financial Advisor to the City to provide to the Texas
MAC information and documentation requested by the Texas MAC relating to the Certificates;
provided, however, that no such information and documentation shall be provided prior to the
Closing Date. This consent and authorization relates only to information and documentation that
is a part of the public record concerning the issuance of the Certificates.
SECTION 49: Effective Date. Pursuant to the provisions of Section 1201.028, as
amended, Texas Government Code, this Ordinance shall be effective immediately upon adoption,
notwithstanding any provision in the City's Home Rule Charter to the contrary concerning a
multiple reading requirement for the adoption of ordinances.
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PASSED AND ADOPTED by the City Council of the City of Cibolo, Texas, this the 24th
day of January, 2023.
CITY OF CIBOLO, TEXAS
Mark Allen
Mayor
ATTEST:
Peggy Cimics
City Secretary
(CITY SEAL)
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S-1
INDEX TO EXHIBITS
Exhibit A Paying Agent/Registrar Agreement
Exhibit B Official Bid Form
Exhibit C Written Procedures—Compliance with Federal Tax Certificate
Exhibit D Description of Annual Financial Information
Exhibit E General Policies and Procedures Concerning Compliance with the Rule
Exhibit F DTC Letter of Representations
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Index-1
EXHIBIT A
Paving A en�gistrar Agreement
See Tab No.
A-1
EXHIBIT B
Official Bid Form
See Tab No.
B-1
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
Certificates, the Issuer's Finance Director(the Responsible Person), will:
(i) instruct the appropriate person or persons that the construction, renovation or
acquisition of the facilities must proceed with due diligence and that binding
contracts for the expenditure of at least 5% of the proceeds of the Certificates will
be entered into within six(6) months of the date of delivery of the Certificates (the
Issue Date);
(ii) monitor that at least 85% of the proceeds of the Certificates to be used for the
construction, renovation or acquisition of any facilities are expended within three
(3)years of the Issue Date;
(iii) restrict the yield of the investments to the yield on the Certificates after three (3)
years of the Issue Date;
(iv) monitor all amounts deposited into a sinking fund or funds (e.g., the Interest and
Sinking Fund), to assure that the maximum amount invested at a yield higher than
the yield on the Certificates does not exceed an amount equal to the debt service on
the Certificates in the succeeding 12 month period plus a carryover amount equal
to one-twelfth of the principal and interest payable on the Certificates for the
immediately preceding 12-month period;
(v) ensure that no more than 50% of the proceeds of the Certificates are invested in an
investment with a guaranteed yield for 4 years or more;
(vi) maintain any official action of the Issuer (such as a reimbursement resolution)
stating its intent to reimburse with the proceeds of the Certificates any amount
expended prior to the Issue Date for the acquisition, renovation or construction of
the facilities;
(vii) 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
(viii) assure that, unless excepted from rebate and yield restriction under section 148(f)
of the Code, excess investment earnings are computed and paid to the U.S.
government at such time and in such manner as directed by the IRS (A) at least
every 5 years after the Issue Date and (B) within 30 days after the date the
Certificates are retired.
C-1
B. Private Business Use. With respect to the use of the facilities financed or refinanced
with the proceeds of the Certificates 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 Certificates are outstanding,any person,other than
the Issuer, the employees of the Issuer, the agents of the Issuer 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 Certificates are outstanding,any person,other than
the Issuer, the employees of the Issuer, the agents of the Issuer 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 Certificates are outstanding,any person,other than
the Issuer, the employees of the Issuer, the agents of the Issuer 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 Certificates are outstanding, any person, other
than the Issuer, has a naming right for the facilities or any other contractual right
granting an intangible benefit;
(vi) determine whether, at any time the Certificates 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 Certificates and the
use of the facilities financed or refinanced thereby for a period ending three (3) years after the
complete extinguishment of the Certificates. If any portion of the Certificates 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 Issuer'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 Certificates. 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.
C-2
EXHIBIT D
Description of Annual Financial Information
The following information is referred to in Section 44 of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided
annually in accordance with such Section are as specified (and included in the Appendix or under
the headings of the Official Statement referred to) below:
1. The City's audited financial statements for the most recently concluded fiscal year
or to the extent these audited financial statements are not available, the portions of the unaudited
financial statements of the City appended to the Official Statement as Appendix D, but for the
most recently concluded fiscal year.
2. The quantitative financial information and operating data with respect to the City
of the general type included in Appendix A of the Official Statement, which is customarily
prepared by the City and publicly available.
Accounting Principles
The accounting principles referred to in such Section are generally accepted accounting
principles for governmental units as prescribed by the Government Accounting Standards Board
from time to time
D-1
EXHIBIT E
General Policies and Procedures Concerning CoInpliance with the Rule
I. Capitalized terms used in this Exhibit have the meanings ascribed thereto in Section 44 of
the Ordinance. "Certificates"refers to the Certificates that are the subject of the Ordinance
to which this Exhibit is attached.
II. As a capital markets participant, the Issuer is aware of its continuing disclosure
requirements and obligations existing under the Rule prior to February 27, 2019, the
effective date of the most recent amendment to the Rule (the Effective Date), and has
implemented and maintained internal policies, processes, and procedures to ensure
compliance therewith. Adherence to these internal policies,processes, and procedures has
enabled underwriters in non-exempt negotiated sales and initial purchasers in non-exempt
competitive sales to comply with their obligations arising under various MSRB rules and
regulations concerning due diligence and findings of suitability, among other matters,
regarding the Issuer's compliance with the Rule.
III. The Issuer is aware that the Rule was amended as of the Effective Date (the Rule
Amendment) and has accommodated this amendment by adding subparagraphs (15) and
(16)to Section 44C of the Ordinance,which provisions are a part of the Undertaking.
IV. The Issuer is aware that "participating underwriters" (as such term is defined in the Rule)
of the Certificates must make inquiry and reasonably believe that the Issuer is likely to
comply with the Undertaking and that the standards for determining compliance have
increased over time as a result of, among others,the United States Securities and Exchange
Commission's Municipalities Continuing Disclosure Cooperation Initiative and regulatory
commentary relating to the effectiveness of the Rule Amendment.
V. The Issuer now establishes the following general policies and procedures (the Policies and
Procedures) for satisfying its obligations pursuant to the Undertaking, which policies and
procedures have been developed based on the Issuer's informal policies, procedures, and
processes utilized prior to the Effective Date for compliance with the Issuer's obligations
under the Rule, the advice from and discussions with the Issuer's internal senior staff
(including staff charged with administering the Issuer's financial affairs), its municipal or
financial advisors, its legal counsel (including Bond Counsel), and its independent
accountants, to the extent determined to be necessary or advisable (collectively, the
Compliance Team):
(1) the Finance Director of the City (the Compliance Officer) shall be
responsible for satisfying the Issuer's obligations pursuant to the Undertaking through
adherence to these Policies and Procedures;
(2) the Compliance Officer shall establish reminder or "tickler" systems to
identify and timely report to the MSRB,in the format thereby prescribed from time to time,
the Issuer's information of the type described in Section 44B of the Ordinance;
E-2
(3) the Compliance Officer shall promptly determine the occurrence of any of
the events described in Section 44C of the Ordinance;
(4) the Compliance Officer shall work with external consultants of the Issuer,
as and to the extent necessary, to timely prepare and file with the MSRB the annual
information of the Issuer and notice of the occurrence of any of the events referenced in
Clauses 2 and 3 above, respectively, the foregoing being required to satisfy the terms of
the Undertaking;
(5) the Compliance Officer shall establish a system for identifying and
monitoring any Financial Obligations, whether now existing or hereafter entered into by
the Issuer, and (upon identification) determining if such Financial Obligation has the
potential to materially impact the security or source of repayment of the Certificates;
(6) upon identification of any Financial Obligation meeting the materiality
standard identified in Clause 5 above,the Compliance Officer shall establish a process for
identifying and monitoring any Issuer agreement to covenants, events of default,remedies,
priority rights, or other similar terms under such Financial Obligation;
(7) the Compliance Officer shall establish a process for identifying the
occurrence of any default, event of acceleration,termination event,modification of terms,
or other similar events under the terms of any Financial Obligation, the occurrence of any
of which reflect financial difficulties of the Issuer; and
(8) the Compliance Officer shall annually review these Policies and Procedures
with the remainder of the Compliance Team, make any modifications on an internal
document retained by the Compliance Officer and available to any "participating
underwriter" (as defined in the Rule), if requested, and on the basis of this annual review
(to the extent determined to be necessary or desirable), seek additional training for herself
or himself, as well as other members of the Issuer's internal staff identified by the
Compliance Officer to assist with the Issuer's satisfaction of the terms and provisions of
the Undertaking.
E-2
EXHIBIT F
DTC Letter of Representations
See Tab No. 3
F-1