02-03-21-Ordinance-Issuance of General Obligation Refunding Bonds Series 2021B-03/01/2021CERTIFICATE FOR ORDINANCE
THE STATE OF TEXAS §
COUNTY OF DENTON , §
CITY OF SANGER §
I, the undersigned officer of the City of Sanger, Texas (the "City"), hereby certifies as
follows:
1. The City Council of the City convened in a regular meeting on March 1, 2021, at
the regular meeting place thereof, within the City and via teleconference and video conference in
compliance with an advisory issued by the Office of the Governor and the roll was called of the
duly constituted officers and members of the City Council, to wit:
Thomas Muir
Mayor
Gary Bilyeu
Mayor Pro Tem
Marissa Barrett
Councilmember, Place 1
Dennis Dillon
Councilmember, Place 3
Allen Chick
Councilmember, Place 4
David Clark
Councilmember, Place 5
and all of such persons were present, except , -thus constituting a
quorum. Whereupon, among other business, the following was transacted at said meeting: a
written
AN ORDINANCE OF THE CITY OF SANGER, TEXAS AUTHORIZING AND
ORDERING THE ISSUANCE OF GENERAL OBLIGATION REFUNDING
BONDS, SERIES 2021B; AUTHORIZING A PRICING OFFICER TO
APPROVE THE AMOUNT, THE INTEREST RATES, PRICE, REDEMPTION
PROVISIONS AND TERMS THEREOF AND CERTAIN OTHER
PROCEDURES AND PROVISIONS 'RELATED THERETO; AND
CONTAINING OTHER MATTERS RELATED THERETO
(the "Ordinance") was duly introduced for the consideration 'of the City Council. It was then
duly moved and seconded that the Ordinance be adopted on first reading; and, after due
discussion, such motion, carrying with it the adoption of the Ordinance, prevailed and carried by
the following vote:
AYES: NAYS: ABSTENTIONS:
2. That a true, full and correct copy of the Ordinance adopted at the meeting
described in the above and'foregoing paragraph is attached to and follows this certificate; that the
Ordinance has been duly recorded in the City Council's minutes of such meeting; that the above
and foregoing paragraph is a true, full and correct excerpt from the City Council's minutes of
such meeting pertaining to the adoption of the Ordinance; that the persons named in the above
and foregoing paragraph are the duly chosen, qualified and 'acting officers and members of the
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City Council as indicated therein; that each of the officers and members of the City Council was
duly and sufficiently notified officially and personally, in advance, of the date, hour, place and
subject of the aforesaid meeting, and that the Ordinance would be introduced and considered for
adoption at such meeting, and each of such officers and members consented, in advance, to the
holding of such meeting for such purpose; that such meeting was open to the public as required
by law; and that public notice of the date, hour, place and subject of such meeting was given as
required by the 'Open Meetings Law, Chapter 551, Texas Government Code.
SIGNED -this March 1, 2021.
city of Hanger, -1 exas
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ORD 02-03-21
.0 I I _I_\
AN ORDINANCE OF THE CITY OF SANGER, TEXAS AUTHORIZING AND
ORDERING THE ISSUANCE OF GENERAL OBLIGATION REFUNDING
BONDS, SERIES 202113; AUTHORIZING A PRICING OFFICER TO
APPROVE THE AMOUNT, THE INTEREST RATES, PRICE, REDEMPTION
PROVISIONS AND TERMS THEREOF AND CERTAIN OTHER
PROCEDURES AND PROVISIONS RELATED THERETO; AND
CONTAINING/OTHER MATTERS RELATED THERETO
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF SANGER, TEXAS:
ARTICLE I.
FINDINGS AND DETERVIINATIONS
Section 1.1.: Findings and Determinations. The City Council hereby officially finds
and determines that:
(a) The City of Sanger, Texas (the "City"), acting through its City Council, has
heretofore issued, assumed or undertaken and there remain outstanding certain
obligations described in Exhibit C attached hereto (hereinafter defined as the
"Refundable Obligations").
(b) The City is authorized by Chapter 1207, Texas- Government Code, as amended, to
issue refunding bonds for the purpose of refunding all or a portion of the
Refundable Obligations (hereinafter defined as the "Refunded Obligations").
(c) The City desires to refund the Refunded Obligations in advance of their
maturities, which will benefit the City by reducing total net present value debt
service.
(d) The City is authorized by Chapter 1207, Texas Government Code, as amended, to
accomplish such refunding by depositing directly with a trust company or
commercial bank that does not serve as a depository for the City or with any place
of payment for the Refunded Obligations, proceeds from the sale of such
refunding bonds, together with any other available funds, in an amount sufficient
to provide for the payment or redemption of the Refunded Obligations, and
pursuant to such chapter such deposit shall constitute the making of firm banking
and financial arrangements for the discharge and final payment or redemption of
the Refunded Obligations;
(e) The City desires, as authorized in Chapter 1207, Texas Government Code, as
amended, to directly deposit a portion of the proceeds of the refunding bonds
herein authorized, together with any other available funds, with the paying
agent/registrar for the Refunded Obligations in a manner sufficient to provide -for
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the fall and timely payment of all principal of, premium, if any, and interest on
certain of the Refunded Obligations; and
(f) The City desires to either (i) enter into an escrow agreement with the Escrow
Agent (hereinafter defined), as authorized in Chapter 1207, Texas Government
Code, as amended, or (ii) make a deposit with the paying agent for the Refunded
Obligations, pursuant to which proceeds of the refunding bonds herein authorized,
together with any other available funds, will be deposited, invested and applied in
a manner sufficient to provide for the full and timely payment of all principal of,
premium,, if any, and interest on the Refunded Obligations; and
(g) Upon the issuance of the refunding bonds herein authorized and the deposit with
the paying agent for the Refunded Obligations or the creation of the escrow
referred to above, the Refunded Obligations shall no longer be regarded as being
outstanding, except for the purpose of being paid pursuant to such Escrow
Agreement, if any, and the pledges, liens, trusts and all other covenants,
provisions, terms and conditions of the order authorizing ,the issuance of the
Refunded Obligations shall be, with respect to the Refunded Obligations,
discharged, terminated and defeased; and
(h) It is hereby found and determined that the refunding must result in a net present
value savings of at least three percent (3.0%) of the Refunded Obligations, and
that such benefit is sufficient consideration and constitutes the public purpose for
the issuance of the Bonds (as herein defined) and the refunding of the Refunded
Obligations, and such refunding is in the best interests of the City; and
(i) Pursuant to Section 1207.007, Texas Government Code, as amended, the City
wishes to authorize the Pricing Officers herein designated to act on behalf of the
City as herein provided; and
(j) The City Council is of the opinion and hereby aff rm4tively finds that it is in the
best interest of the City to issue the bonds in the amounts and for the purposes
herein stated.
ARTICLE II.
DEFINITIONS AND INTERPRETATIONS
Section 2.L: Definitions. As used herein, the following terms shall have the
meanings specified, unless the context clearly indicates otherwise:
"Act" shall mean Chapter 1207, Texas Government Code, as aniended.
"Attorney General" shall mean the Attorney General of the State of Texas.
"Bond" or "Bonds" shall mean any or all of the City of Sanger, Texas, General
Obligation Refunding Bonds, Series 2021B authorized by this Ordinance.
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"Bond Purchase Agreement" shall mean the agreement between the. City and the
Underwriter providing for the sale of Bonds at such price, with and subject to such terms as
determined by a Pricing Officer pursuant to Section 7.1 of this 'Ordinance.
"City" shall mean the City of Sanger, Texas and, where appropriate, its City Council.
"City Council" shall -mean the governing body of the City.
"Comptroller" shall mean the Comptroller of Public Accounts of the State of Texas.
"DTC" shall mean The Depository Trust Company, New York, New York, or any
successor securities depository.
"DTC Participant" shall mean brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations on whose behalf DTC was created to hold securities
to facilitate the clearance and settlement of securities transactions among DTC Participants.
"Debt Service Fund" shall mean the General Obligation Refunding. Bonds, Series 202113
Debt Service Fund established by the City pursuant to Section 5.2 hereof.
"Escrow Agent" shall mean a trust company or commercial bank as described in Section
1207.061, Texas Government Code, as amended, as determined by the Pricing Officer in the
Pricing Certificate, serving in the capacity of escrow agent for the Refunded Obligations.
"Escrow Agreement" shall mean the Escrow Agreement, if any, between the City and the
Escrow Agent, substantially in the form previously approved by the City in the past and as
approved by a Pricing Officer pursuant to Section 25 of this Order.
"Fiscal Year" shall mean the City's then designated fiscal year, which currently is the
twelve-month period beginning on the first day of October of a calendar year and ending on the
last day of September of the next succeeding calendar year and each such period may be
designated with the number of the calendar year in which such period ends.
"Interest Payment Date," when used in connection with any Bond, shall mean August 15,
'2021, and each February 15 and August 15 thereafter until maturity or earlier redemption of such
Bond or as determined by the Pricing Officer in the Pricing Certificate.
"MSRB" shall mean the Municipal Securities Rulemaking Board.
"Ordinance" shall mean this Ordinance and all amendments hereof and supplements
hereto.
"Outstanding," when used with reference to the Bonds, shall mean, as of a particular date,
all Bonds theretofore and thereupon delivered pursuant to this Ordinance except: (a) any Bonds
canceled by or on behalf of the City at or before such date; (b) any Bonds defeased pursuant to
the defeasance provisions of this Ordinance or otherwise defeased as permitted by applicable
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law; and (c) any Bonds in lieu of or in substitution for which a replacement Bond shall have been
delivered pursuant to this Ordinance.
"Owner" shall have the meaning set forth under the definition of "Registered Owner."
"Paying Agent/Registrar" shall mean UMB Bank, N.A., Austin, Texas, and its successors
in that capacity or as determined by the Pricing Officer in the Pricing Certificate.
"Paying Agent/Registrar Agreement" shall mean the agreement between the City and the
Paying Agent/Registrar setting forth the duties and obligations of the Paying Agent/Registrar
with respect to the Bonds.
"Pricing Officer" shall mean one or more o_f the following: the Mayor, Finance Director
or the City Manager.
"Pricing Officer's Certificate of Sale" shall mean the certificate of the Pricing Officer
provided in accordance with Section 7.1 of this Ordinance.
"Record Date" shall mean the close of business on the last business day of the month
next preceding the applicable Interest Payment Date.
"Refundable Obligations" shall mean those bonds identified in Exhibit C hereto that are
Outstanding on the date of execution of the Bond Purchase Agreement by a Pricing Officer.
"Refunded Obligations" shall mean one or more Refundable Obligations selected in
accordance with Section 7.1 of this Ordinance, which are deemed to be paid, retired and no
longer outstanding as a result of the deposit of the proceeds of the Bonds, together with other
available funds of the City, if any, in an amount sufficient to defease such Refunded Obligations,
as authorized by Chapter 1207 and the ordinances authorizing the Refunded Obligations.
"Register" shall mean the registration books .for the Bonds kept by the Paying
Agent/Registrar in which are maintained the names and addresses of, and the principal amounts
registered to, each Registered Owner of Bonds.
"Registered Owner" or "Owner" shall mean the person or entity in whose name any Bond
is registered in the Register.
"Report" shall have the meaning assigned in the Escrow Agreement.
"Underwriter" shall have the meaning given to such term in Section 7.1 hereof.
Section 2.2.: - Interpretations. All terms defined herein and all pronouns used in this
Ordinance shall be deemed to apply equally to singular and plural and to all genders. The titles
and headings of the articles and sections of this Ordinance have been inserted for convenience of
reference only and are not to be considered a part hereof and shall not in any way modify or
restrict any of the terms or provisions hereof. This Ordinance and all the terms and provisions
hereof shall be liberally construed to effectuate the purposes set forth herein and to sustain the
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validity of the Bonds and the validity of the levy of ad valorem taxes to. pay the principal of and
interest on the Bonds.
ARTICLE III.
TERMS OF THE BONDS
Section 3.1.: Amount, Purpose and Authorization. (a) The Bonds shall be issued in
fully registered form, without coupons, under and pursuant to the authority of the Act in the total
authorized aggregate principal amount not . to exceed THREE MILLION DOLLARS
($3,000;000) for the, purpose of refunding the Refunded Obligations and paying the costs of
issuing the Bonds and refunding the Refunded Obligations: The Bonds are issued pursuant to
Chapter 1207, Texas Government Code, as amended, and all other applicable law.
(b) The principal amount of the Bonds shall be established by a Pricing Officer in an
amount necessary to provide funds sufficient to refund the Refunded Obligations and pay the
costs associated with the refunding of the Refunded Obligations and the issuance of the Bonds;
provided, however, that the following conditions shall be met for the issuance of the Bonds: in
establishing the aggregate principal amount of the Bonds, the Pricing Officer shall establish the
principal amount of the Bonds in an aggregate principal amount not to exceed the amount
authorized in subsection (a) of this Section, which amount shall be sufficient to provide for the
defeasance of the Refunded Obligations (as determined by the Pricing Officer) and which results
in (i) net present value. savings *of at least three percent (3.0%) of the Refunded Obligations; and
(ii) none of the Bonds bears interest at a rate greater than the maximum rate allowed by Chapter
1204, Texas Government Code, as amended.
(c) In exercising the authority granted to the Pricing Officer to sell Bonds for the
purpose of refunding the Refunded Obligations, such Pricing Officer, acting severally and
individually, may exercise any authority granted under Chapter 1207; Texas. Government Code
(as in effect on the date the Pricing Officer executes the Bond Purchase Agreement); including,
without limitation, (i) the selection of the particular maturities and principal amounts of the
Refundable Obligations to be refunded (including the execution and delivery of any- notices of
redemption required in connection therewith) and (ii) establishing the terms and details related to
the issuance and sale of the Bonds.
(d) A Pricing Officer, acting severally and individually, is hereby authorized to act
for and on behalf of the City in connection with the issuance and sale of the Bonds. In that
capacity, the Pricing Officer, acting for and on behalf of the City, shall determine (a) the date for
issuance and sale -of the Bonds and (b) subject to the limitations of Section 3.1, the aggregate
principal amount and the principal amortization schedule for the Bonds, the rate or rates of
interest to be borne by the Bonds, the price of the Bonds (which shall be not less thanninety-five
percent (95%) of the par amount of the Bonds, plus any accrued interest thereon), the dates on
which such interest shall be payable, the terms, if any, on which the Bonds shall be subject to
optional and mandatory redemption and other terms and conditions relating to the issuance, sale
and delivery of the Bonds including the determination to utilize or not utilize - municipal bond
insurance, all as shall be set forth in the Pricing Officer's Certificate; provided, that at the time of
issuance of the Bonds, the Pricing Officer., on behalf of the City, shall deliver a written certificate
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(i) stating that the parameters set forth in Section 3.1(b) have been satisfied (including a
statement as to the present value savings as a percent of the Refunded Obligations),
(ii) identifying the Refunded Obligations and setting forth the terms and details for the
redemption prior to maturity (if applicable) of the Refunded Obligations and (iii) setting forth the
amount of proceeds of the Bonds to be deposited with the paying agent for the Refunded
Obligations.
Section 3.2.: Desianation Date and Payment Date. The Bonds shall be designated
as the "City of Sanger, Texas, General Obligation Refunding Bonds, Series 2021B." Interest on
the Bonds shall be payable on each Interest Payment Date until maturity or prior redemption.
The Bonds shall be dated and bear interest at the fixed rate or. rates of interest per annum (which
interest rate shall not exceed the Maximum Rate), calculated on the basis of a 360-day year
composed of twelve 30-day months, determined in accordance with the procedures for the sale of
the Bonds set forth in Section 7.1 of this Ordinance. The Bonds shall mature and become
payable on the dates and in each of the years and amounts (either through serial maturities or
mandatory redemptions of term bonds) as determined by a Pricing Officer pursuant to
Section 7.1 of this Ordinance; provided that no Bond shall mature more than forty (40) years .
after the dated date thereof.
Section 3.3.: Number Denomination Interest Rate and Maturity. (a) The Bonds
shall be initially issued bearing the numbers, in the principal amounts and bearing interest at the
rates and maturity dates as set forth in the Pricing Officer's Certificate of Sale and may be
transferred and exchanged as set out in this Ordinance. Bonds delivered in transfer of or in
exchange for other Bonds shall be numbered in order of their authentication by the Paying
Agent/Registrar, shall be. in the denomination of $5,000 or integral multiples thereof and shall
mature on the same date and bear interest at the same rate as the Bond or Bonds in. lieu of which
they are delivered.
Section 3.4.: Redemption Prior to Maturity. (a) The Bonds shall be subject to
redemption prior to maturity on such dates, at such prices and in such amounts as shall be
provided in the Pricing Officer's Certificate of Sale and upon the terms and conditions set forth
in Exhibit A to this Ordinance.
(b) Bonds may be redeemed in part only'in integral multiples of $5,000. If a Bond
subject to redemption is in a denomination larger than $5,000, a portion of such Bond may be
redeemed, but only in integral multiples of $5,000. In selecting portions of Bonds for
redemption, each Bond shall be treated as representing that number of Bonds of $5,000
denomination which is obtained by dividing the principal amount of such Bond by $5,000. Upon
presentation and -surrender of any Bond for redemption in part, the Paying Agent/Registrar, in
accordance with the provisions of this Ordinance, shall authenticate and deliver in exchange
therefor a Bond or Bonds of like maturity and interest rate in an aggregate principal amount
equal to the unredeemed portion of the Bond so surrendered.
(c) Notice of any. redemption, identifying the Bonds or portions thereof to be
redeemed, shall be sent by United States mail, first class, postage prepaid, to the Registered
Owners thereof at their addresses as shown on the Register, not less than thirty (30) days before
the date fixed for such redemption. By the date fixed for redemption, due provision shall be
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blade with the Paying Agent/Registrar for the payment of the redemption price of the Bonds
called for redemption. If such notice of redemption is given, and if due provision for such
payment- is made, all as provided above, the Bonds which are to be so redeemed thereby
automatically shall be redeemed prior to their scheduled maturities, they shall not bear interest
after the date fixed for redemption, and they shall not be regarded as being Outstanding except
for the purpose of being paid with the funds 'so provided for such payment.
Section 3.5.: Manner of Payment Characteristics Execution and Authentication.
The Paying Agent/Registrar is hereby appointed the paying agent for the Bonds. The Bonds
shall be payable, shall have the characteristics and shall be executed, registered and
authenticated, all as provided and in the manner indicated in the FORM OF BOND set. forth in
Article IV of and Exhibit A to this Ordinance. If any officer of the City whose manual or
facsimile signature shall appear on the Bonds shall cease to be such officer before the
authentication of the Bonds or before the delivery of the Bonds, such manual or facsimile
signature shall nevertheless be valid and sufficient for all purposes as if such officer had
remained in such office.
The ' approving legal opinion of Orrick, Herrington- & Sutcliffe LLP, Houston, Texas,
Bond Counsel, may be printed on 'the back of the Bonds over the certification of the City
Secretary, which may be executed in facsimile. CUSIP numbers also may be. printed on the
Bonds, but errors or omissions in the printing of either the opinion or the numbers shall have no
effect on the validity of the Bonds.
Section 3.6.: Authentication. Except for the Bond to be initially issued, which need
not be authenticated by the Paying Agent/Registrar, only such Bonds as shall bear thereon a
certificate of authentication, substantially in the form provided in Article IV of and Exhibit A to
this Ordinance, manually - executed by an authorized representative of the Paying
Agent/Registrar, shall be entitled to the benefits of this Ordinance or shall be valid or obligatory
for any purpose. Such duly executed certificate of authentication shall be conclusive evidence
that the Bond so authenticated was delivered by the Paying Agent/Registrar hereunder.
Section 3.7.: Ownership. The City, the Paying Agent/Registrar and any other
person may treat the person in whose name any Bond is registered as the absolute owner of such
Bond for the purpose of making and "receiving payment of the principal thereof and interest
thereon and for all other purposes, whether or not such Bond is overdue, and neither the City nor
the Paying Agent/Registrar shall be bound by any notice or knowledge to the contrary. All
payments made to the person deemed to be the Registered Owner of any Bond in accordance
with this Section shall be valid and effective and shall discharge the liability of the City and the
Paying Agent/Registrar upon.such Bond to the extent of the sums paid.
Section 3.8.: Registration Transfer and Exchange. The Paying Agent/Registrar is
hereby appointed the registrar for the Bonds: So long as any Bond remains Outstanding, the
Paying Agent/Registrar shall keep the Register at its office in Houston, Texas, in which, subject
to such reasonable regulations as it may prescribe, the Paying Agent/Registrar shall provide for
the registration and transfer of the Bonds in accordance with the terms of this Ordinance.
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Each Bond shall be transferable only upon the- presentation and surrender thereof at the
principal corporate trust office of the Paying Agent/Registrar, accompanied by an assignment
duly executed by the Registered Owner or his authorized representative in form satisfactory to
the Paying Agent/Registrar. Upon due presentation of any Bond for transfer, the Paying
Agent/Registrar shall authenticate and deliver in exchange therefor, within seventy-two (72)
hours after such presentation, q new Bond or Bonds, registered in the name of the transferee or
transferees, in authorized denominations and of the same maturity and aggregate' principal
amount and bearing interest at the same rate as the Bond or Bonds so presented and surrendered.*
All Bonds shall be exchangeable upon the presentation and surrender thereof at the
principal corporate trust office of the Paying Agent/Registrar for a Bond or Bonds, in any
authorized denomination, in an aggregate principal amount equal to the unpaid principal amount
of the Bond or Bonds presented for exchange. The Paying Agent/Registrar shall be and is
hereby authorized to authenticate and deliver exchange Bonds in accordance with the provisions
of this Section. Each Bond delivered by the Paying Agent/Registrar in accordance with this
Section shall be entitled to the benefits and security of this Ordinance to the same extent as the
Bond or Bonds in lieu of which such Bond is delivered.
All Bonds issued in transfer or exchange shall be delivered to the Registered Owners
thereof at the principal corporate trust office of the Paying Agent/Registrar' or sent by United
States mail, first class, postage prepaid.
The City or the Paying Agent/Registrar may require the Registered Owner of any Bond to
pay a sum sufficient to cover any tax -or other governmental charge that may be imposed in
connection with the transfer or exchange of such Bond. Any fee or charge of the Paying
Agent/Registrar for such transfer or exchange shall be paid by the City.
Section 3.9.: Book -BRIG only System. (a) The definitive Bonds shall be initially
issued in the form of a single fully registered Bond for each of the maturities thereof. Upon
initial issuance, the ownership of each such Bond shall be registered in the name of Cede & Co.,
as nominee of DTC, and except as provided in subsection (b) hereof, all of the Outstanding
Bonds shall be registered in the name of Cede & Co., as nominee of DTC. 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., the word "Cede & Co." in this Ordinance shall
refer to such new nominee of DTC.
With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the
City and the Paying Agent/Registrar shall have no responsibility or obligation to any DTC
Participant or to any person on behalf of whom such a DTC Participant holds an interest in the
Bonds. Without limiting the immediately preceding sentence, the City and the Paying
Agent/Registrar shall have no responsibility or obligation with respect to (a) the accuracy of the
records of DTC, Cede & Co. Qr any DTC Participant with respect to any ownership interest in
the Bonds, (b) the delivery to any DTC Participant or any other person, other than a Bondholder,
as shown on the Register, of any notice with respect to the Bonds, or (c) the payment to any DTC
Participant or any other person, other •than a Bondholder, as shown in the Register, of any
amount with respect to principal of Bonds, premium, if any, or interest on the Bonds.
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Except as provided in subsection (c) of this Section, the City and the Paying
Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is
registered in the Register as the absolute owner of such Bond for the purpose of payment of
principal of, premium, if any, and interest on Bonds, for the purpose of giving notices of
redemption, if any, and other matters with respect to such Bond, for the purpose of registering
transfer with respect to such Bond, and for - all other purposes whatsoever. The Paying
Agent/Registrar shall pay all principal of Bonds only to or upon the order of the respective
owners, as shown in the Register as provided in this Ordinance, or their respective attorneys duly
authorized in writing, and all such payments shall be valid and effective to fully satisfy and
discharge the City's obligations with respect to payment of principal of, premium, if any, and
interest on the Bonds to the extent of the sum or sums so paid. No person other than an owner
shall receive a Bond evidencing the obligation of the City to make payments of amounts due
pursuant to this Ordinance.
(b) Payments and'Notices to Cede & Co. Notwithstanding any other provision of this
Ordinance to the contrary, as long as any Bonds are registered in the name of Cede & Co., as
nominee of DTC, all payments with respect to principal of, premium, if any, and interest on the
Bonds, and all notices with respect to such Bonds shall be made and given, respectively, in the
manner provided in the representation letter of the City to DTC.
(c) Successor Securities Depository' Transfer Outside Book -Entry Only System. In
the event that the City or the Paying Agent/Registrar determines that DTC is incapable of
discharging its responsibilities described herein and in the representation letter of the City to
DTC, and that it is in the best interest of the beneficial owners of the Bonds that they be able to
obtain certificated Bonds, the City or the Paying Agent/Registrar shall (a) appoint a successor
securities depository, qualified to act as such under Section 17(a) of the Securities and Exchange
Act of 1934, as amended, notify DTC of the appointment of such successor securities depository
and transfer one or more separate Bonds to such successor securities depository or (b) notify
DTC of the availability through DTC of Bonds and transfer one or more separate Bonds to DTC
Participants having Bonds- credited to their DTC accounts. In such event, the Bonds shall no
longer be restricted to being registered in the Register in the name of Cede & Co., as nominee of
DTC, but may be registered in the name of the successor securities depository, or its nominee, or
in whatever name or names Bondholders transferring or exchanging Bonds shall designate, in
accordance with the.provisions of this Ordinance.
Section 3.10.: Replacement Bonds. Upon the presentation and surrender to the
Paying Agent/Registrar of a damaged -or mutilated Bond, the Paying Agent/Registrar shall
authenticate and deliver in exchange therefor a replacement Bond, of the same maturity, interest
rate and principal amount, bearing a number not contemporaneously outstanding. The City or
the Paying Agent/Registrar may require the Registered Owner of such Bond to pay a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection
therewith and any other expenses connected therewith, including the fees and expenses of the
Paying Agent/Registrar and the City.
If any Bond is lost, apparently destroyed or wrongfully taken, the City, pursuant to the
applicable laws of the State of Texas and ordinances of the City, and in the absence of notice or
knowledge that such Bond has been acquired by a bona fide purchaser, shall execute, -and the
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Paying Agent/Registrar shall authenticate and deliver, a replacement Bond of the same maturity,
interest rate and principal amount, bearing a number not contemporaneously outstanding,
provided that the Registered Owner thereof shall have:
(a) furnished to the City and the Paying Agent/Registrar satisfactory evidence of the
ownership of and the circumstances of the loss, destruction or theft of such Bond;
(b) furnished such security or indemnity as may be required by the Paying
Agent/Registrar and the City to save and hold them harmless;
(c) paid all expenses and charges in connection therewith, including, but not limited
to, printing costs, legal fees, fees of the Paying Agent/Registrar and any tax or
other governmental charge that may be imposed; and
(d) met any other reasonable requirements of the City and the Paying
Agent/Registrar.
If, after the delivery of such replacement Bond, a bona fide purchaser of the original Bond in lieu
of which such replacement Bond was issued presents for payment such.original Bond, the City
and the Paying Agent/Registrar shall be entitle_ d to recover such replacement Bond from the
person to whom it was delivered or -,my person taking therefrom, except a bona fide purchaser,
and shall be. entitled to recover upon the security or indemnity provided therefor to the extent of
any loss, damage, cost or expense incurred by the City or the ,Paying Agent/Registrar in
connection therewith.
�If any such mutilated, lost, apparently destroyed or wrongfully taken Bond has become or
is about to become due and payable, the City in its discretion may, instead of issuing a
replacement Bond, authorize the Paying Agent/Registrar to pay such Bond.
Each replacement Bond delivered in accordance with this Section shall be entitled to the
benefits and security of this Ordinance to the same extent as the Bond or Bonds in lieu of which
such replacement Bond is delivered.
Section 3.11.: Cancellation. All Bonds paid in accordance with this Ordinance, and
all Bonds in lieu of which exchange Bonds or replacement Bonds are authenticated and delivered
in accordance herewith, shall be canceled and destroyed upon the making of proper records
regarding such payment. The Paying Agent/Registrar shall periodically furnish the City with
certificates of destruction of such Bonds. I
ARTICLE IV.
FORM OF BONDS
The Bonds, including the Form of Comptroller's Registration Certificate, Form of Paying
Agent/Registrar Authentication Certificate, Form of Assignment and Form of Statement of
Insurance, if any, shall be in substantially the form shown in Exhibit A, with such omissions,
insertions and variations as may be necessary or desirable and not prohibited by this Ordinance.
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ARTICLE V.
SECURITY FOR THE BONDS
Section 5. L: Pledge and Levy of Taxes. (a) To provide for the payment of principal
of and interest on the Bonds, there is hereby levied, within the limits prescribed by law, for the
current year and each succeeding year thereafter, while the Bonds or any part of the principal
thereof and the interest thereon remain outstanding and -unpaid, an ad .valorem tax upon all
.taxable property within the City sufficient to pay the interest on the Bonds and' to create and
provide a sinking fund of not less than 2% of the principal amount of the Bonds or not less than
the principal payable out of such tax, whichever is greater, with full allowance being made for
tax delinquencies and the costs of tax collection, and such taxes, when collected, shall be applied
to the payment of principal of and interest on the Bonds by deposit to the Debt Service Fund and
to no other purpose.
(b) The City hereby declares its purpose and intent to provide and levy a tax legally
sufficient to pay the principal of and interest on the Bonds, 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. As long as any Bonds remain outstanding, all moneys on deposit in, or
credited to, the Debt Service Fund shall be secured by a pledge of security, as provided by law
for cities in the State of Texas.
(c) To pay the interest coming due on the Bonds prior to receipt of the taxes levied to
pay such interest, there is hereby appropriated from current funds on hand, which are hereby
certified to be on hand and available for such purpose, an amount sufficient to pay such interest,
and such amount shall be used for no other purpose.
Section 5.2.: Debt Service Fund. The General Obligation Refunding Bonds, Series
2021B Debt Service Fund (the "Debt Service Fund") is hereby created as a special fund solely
for the benefit of the Bonds. The City shall establish and maintain such fund at an official City
depository and shall keep such fund separate and apart from all other funds and accounts of the
City. Any amount on deposit in the Debt Service Fund shall be maintained by the City in trust.
for the Registered Owners of the Bonds. Such amount, plus any other amounts deposited by the
City into such fund and any and all investment earnings on amounts on deposit in.such fund,
shall be used only to pay the principal of, premium, if any, and interest on the Bonds.
Section 5.3.: Further Proceedings. After the Bonds to be initially issued have been
executed, it shall be the duty of the Mayor to deliver the Bonds to be initially issued and all
pertinent records and proceedings to the Attorney General for examination and approval: After
the Bonds to be initially issued shall have been approved by the Attorney General, they shall be
delivered to the Comptroller for registration. Upon registration of the Bonds to be initially
issued, the Comptroller (or a deputy lawfully designated in writing to act for the Comptroller)
shall manually sign the Comptroller's registration certificate prescribed herein to be affixed or
attached to the Bonds to be initially issued, and the seal of said Comptroller shall be impressed,
or placed in facsimile, thereon.
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ARTICLE VI.
CONCERNING THE PAYING AGENT/REGISTRAR
Section 6.1.: Acceptance. The Paying Agent/Registrar is hereby appointed as the
initial Paying Agent/Registrar for the Bonds pursuant to the terms and provisions of the Paying
Agent/Registrar Agreement by and between the City and the Paying Agent/Registrar. The
Paying Agent/Registrar Agreement shall be substantially in the form attached hereto as
Exhibit B, the terms and provisions of which are hereby approved, and the Mayor is hereby
authorized to execute and deliver such Paying Agent/Registrar Agreement on behalf of the City
in multiple counterparts and the City Secretary is hereby authorized to attest thereto. Such initial
Paying Agent/Registrar and any successor Paying Agent/Registrar, by undertaking the
performance of the duties of the Paying Agent/Registrar hereunder, and in consideration of the
payment of any fees pursuant to the terms of any contract between the Paying Agent/Registrar
and the City and/or the deposits of money pursuant to this Ordinance, shall be deemed to accept
and .agree to abide by the terms of this Ordinance.
Section 6.2.: Trust Funds. All money transferred to the Paying Agent/Registrar in
its capacity as Paying Agent/Registrar for the Bonds under this Ordinance (except any sums
representing Paying Agent/Registrar's fees) shall be held in trust for the benefit of the City, shall
be the property of the City and shall be disbursed in accordance with this Ordinance.
Section 6.3.: Bonds Presented. Subject to the provisions of Section 6.4, all matured
Bonds presented to the Paying Agent/Registrar for payment shall be paid without the necessity of
further instructions from the City. Such Bonds shall be canceled as provided herein.
Section 6.4.: Unclaimed Funds Held by the Paying Agent/Registrar. Funds held by
the Paying Agent/Registrar that represent principal of and interest on the Bonds remaining
unclaimed by the Registered Owner thereof after the expiration of three years from the date such
funds have become due and payable (a) shall be reported and disposed of by the Paying
Agent/Registrar in accordance with the provisions of Title 6 of the Texas Property Code, as
amended, to the extent such provisions are applicable to such funds, or (b) to the extent such
provisions do not apply to the funds, such funds shall be paid by the Paying Agent/Registrar to
the City upon receipt by the Paying Agent/Registrar of a written request therefor from the City.
The Paying Agent/Registrar shall have no liability to the Registered Owners of the Bonds
by virtue of actions. taken in compliance with this Section.
Section 6,5.: Paying Agent/Registrar May Own Bonds. The Paying Agent/Registrar
in its individual or any other capacity, may become the owner or pledgee of Bonds with the same
rights it would have if it were not the Paying Agent/Registrar. '
Section 6.6.: Successor Paying Agents/Registrars. The City covenants that at all
times while any Bonds are Outstanding it will provide a legally qualified bank, trust company,
financial institution or other agency to act as Paying Agent/Registrar for the Bonds. The City
reserves the right to change the Paying Agent/Registrar for the Bonds on not less than sixty (60)
days' written notice to the Paying Agent/Registrar, as long as any such notice is effective not less
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than 60 days prior to the payment date for the Bonds. Promptly upon the appointment of any
successor Paying Agent/Registrar, the previous Paying Agent/Registrar shall deliver the Register
or a copy thereof to the new Paying Agent/Registrar, and the new Paying Agent/Registrar shall
notify each Registered Owner, by United States mail, first class, postage prepaid, of such change
and of the address of the new Paying Agent/Registrar. - Each Paying Agent/Registrar hereunder,
by acting in that capacity, shall be deemed to have agreed to the provisions of this Ordinance.
ARTICLE VII.
PROVISIONS CONCERNING SALE AND
DELIVERY OF BONDS;
Section 7.1.: Sale and Delivery of B"onds; Insurance. A Pricing Officer, acting
severally and .individually, is authorized to designate' the senior managing underwriter for the
Bonds and such additional underwriters as he deems appropriate to assure that the Bonds are sold
on the most advantageous terms to the City; and, a Pricing Officer, acting severally and
individually, for and on behalf of the City, is authorized to execute and deliver the Bond
Purchase Agreement providing for the sale of Bonds at such price, with and subject to such terms
as determined by the Pricing Officer pursuant to this Section. Such Bond Purchase Agreement
shall be substantially in the form and substance previously approved by the City Council in
connection with the authorization of general obligation bonds with such changes. as are
acceptable to the Pricing, Officer. In the event the Bond Purchase Agreement .shall not be
executed on or before 5:00 p.m. on Apri1,5, 2021, the delegation to the Pricing Officer pursuant
to this Ordinance shall cease to be effective unless the City shall act to extend such delegation.
The obligation of the Underwriter to accept delivery of the Bonds shall be subject to the
Underwriter being furnished with the final, approving opinion of Orrick, Herrington & Sutcliffe
LLP, Houston, Texas, Bond Counsel for the City, which opinion shall be dated as of and
delivered on the date of delivery of the Bonds to the Underwriter. The engagement of such firm
as Bond Counsel for the City in connection with the issuance, sale and delivery of the Bonds is
hereby approved, ratified and confirmed.
The City hereby acknowledges that the sale of the Bonds pursuant to the Bond Purchase
Agreement may be contingent upon the issuance of a policy of municipal bond insurance. The
Pricing Officer is authorized to apply for and pay any costs associated with one or more
municipal bond insurance policies to guarantee the payment of the principal of and interest on
the Bonds, which guarantee or insurance shall be specified in the Pricing Officer's Certificate of
Sale; and, any acts of any Pricing Officer relating to applications for any such insurance are
hereby authorized, approved, ratified and confirmed. The Pricing Officer's Certificate of Sale
may contain provisions related to such bond insurance policies, if any, including payment
provisions thereunder, and the rights of the bond insurer(s), and any such provisions shall be read
and interpreted as an integral part of this Ordinance. The appropriate officials and
representatives of the City are* hereby authorized and directed to execute such commitments,
agreements (including reimbursement agreements), certificates and other documents and to do
any and all things necessary or desirable to obtain any such insurance, and the printing on the
Bonds of an appropriate legend or statement regarding such guarantee or insurance, as provided
by the a bond insurer for the Bonds, is hereby approved.
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Section 7.2.: Approval Registration and Delivery. The Mayor is hereby authorized
to have control and custody of the Bonds and all necessary records and proceedings pertaining
thereto pending their delivery, and the Mayor and other officers and employees of the City are
hereby authorized and directed to make such certifications and to execute such instruments as
may be necessary to accomplish the delivery of the Bonds and to assure the investigation,
examination and approval thereof by the Attorney General and the registration of the Initial
Bonds by the Comptroller. Upon registration of the Bonds, the Comptroller (or the
Comptroller's certificates clerk or an assistant certificates clerk lawfully designated in writing to
act for the Comptroller) shall manually sign ;the Comptroller's Registration Certificates
prescribed herein to be attached or affixed to each Bond initially delivered and the seal of the
Comptroller shall be impressed or printed or lithographed thereon.
Section 7.3.: Offering Documents; Ratings.' A Pricing Officer, acting severally and
individually, is authorized and. directed to ' provide for and oversee the preparation of a
preliminary and final official statement in connection with the issuance of the Bonds, and to
approve and deem final such official statement in compliance with the Rule 15c2-12 of the
Securities and Exchange Commission (the "Rule") and to provide for and authorize the delivery
to the Underwriter of such preliminary and final official statement in compliance with such Rule.
The Pricing Officers, each acting severally and individually; are hereby authorized to take
such action as they deem necessary or appropriate in seeking ratings on the Bonds from one or
more nationally recognized rating agencies, and any such action is hereby ratified and confirmed.
Section 7.4.: Application of Proceeds of Bonds. Proceeds from the sale of the
Bonds shall, promptly upon receipt by the City, be applied as follows:
(a) An amount equal to the sum of the accrued interest, if any, on the Bonds shall be
deposited into the Debt Service Fund;
(b) Proceeds from the sale of the Bonds i1i an amount determined by the Pricing
Officer (together with funds, if any, provided by the City) shall be applied to
make a "cash deposit to refund certain Refunded Obligations, as more fully
provided in the Pricing Officer's Certificate;
(c) Proceeds from the sale of the Bonds in an amount determined by the Pricing
Officer (together with funds, if any, provided by the City) shall be applied to
make a cash deposit to establish the Escrow Fund to refund certain Refunded
Obligations, or to be deposited with the paying agent for the Refunded Bonds, as
more fully provided in the Pricing Officer's Certificate;
(d) An amount equal to the costs of issuance of the Bonds, as approved by the City,
shall be applied'to pay such costs as the City may arrange; and
(e) Any proceeds of the Bonds remaining after making all such, deposits and
payments shall be deposited into the Debt Service Fund.
Section 7.5.: Refunded Obligations. The discharge and defeasance of the Refunded
Obligations shall be effectuated by a cash deposit with the paying agent for certain Refunded
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Obligations as shall be approved by a Pricing Officer or pursuant to the terms and provisions of
the Escrow Agreement to be entered into by and between the City and the Escrow Agent, the
terms and provisions of -which are hereby approved, subject to such insertions, additions and
modifications as shall be necessary (a) to maximize the City's present value savings and to
minimize the City's costs of refunding, (b) to comply with all applicable laws and regulations
relating to the refunding of the Refunded Obligations and (c) to carry out the other intents and
purposes of this Ordinance, and the Mayor is hereby authorized to execute and deliver such
Escrow Agreement on behalf of the City in multiple counterparts and the City Secretary is
hereby authorized to attest thereto.
To assure the purchase of the Escrowed Securities referred to in the Escrow Agreement,
the Pricing Officer is hereby authorized, if necessary, to subscribe for, agree to purchase and
purchase obligations of the United States of America, in such amounts and maturities and
bearing interest at such rates as may be provided for in the Report to be attached to the Escrow
Agreement, and to execute any and all subscriptions, purchase agreements, commitments, letters
of authorization and other documents necessary to effectuate the foregoing. Any actions
heretofore taken for such purpose are hereby ratified and approved.
Section 7.6.: Notice of Redemption. (a) To maximize the City's present value
savings and to minimize the City's costs of refunding, the City hereby authorizes and directs that
certain of the Refunded Obligations shall be called for redemption prior to maturity in the
amounts, on the dates and at the redemption prices determined by the Pricing Officer in
accordance with Section 7.1 of this Ordinance, and the Pricing Officer is hereby authorized and
directed to take all necessary. and appropriate action to give or cause to be given a notice of
redemption and/or a notice of defeasance to the holders or paying agent/registrars, as
appropriate, of such Refunded Obligations, and, if required, to publish such notices, all in the
manner required by the documents authorizing the issuance of such Refunded Obligations.
(b) Any Pricing Officer or the designee thereof -is hereby authorized and directed to
take all necessary and appropriate action to give or file, or to cause to be given or filed, material
events * notices with respect to the Refunded Obligations, as required by the ordinances
authorizing the issuance of the Refunded Obligations and the Rule.
Section 7.7.: Tax Exemption. Unless otherwise provided in the Pricing Certificate,
the City intends that the interest on the Bonds shall be excludable from gross income of the
owners thereof for federal income tax purposes pursuant to Sections 103 and 141 through 150 of
the Internal Revenue Code of 1986, .as amended, (the "Code") and all applicable temporary,
proposed and final regulations (the "Regulations") and procedures promulgated thereunder and
applicable to the Bonds. For this purpose, the City covenants that it will monitor and control the
receipt, investment, expenditure and use of all gross proceeds of the Bonds (including all
property, the acquisition, construction or improvement of which is to be financed directly or
indirectly with the proceeds of the Bonds) and take or omit to take such other and further actions
as may be required by Sections 103 and 141 through 150 of the Code and the Regulations to
cause the interest on the Bonds to be and remain excludable from the gross income, as defined in
Section 61 of the Code, of the owners of the Bonds for federal income tax purposes. Without
limiting the generality of the foregoing, the City shall comply with each of the following
covenants:
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(a) The. City shall not use, permit the use of or omit to use Gross Proceeds or any
other amounts (or any property the acquisition, construction or improvement of which is to be
financed directly or indirectly with Gross Proceeds) in a manner which, if made or omitted,
respectively, would cause the interest on any Bond to become includable in the gross income, as
defined in Section 61 of the Code, of the owner thereof for federal income tax purposes.
Without limiting the generality of the foregoing, unless and until the City shall have received a
written opinion of counsel nationally recognized in the field of municipal bond law to the effect
that failure to comply with such covenant will not adversely affect the exemption from federal
income tax of the interest on any Bond, the City shall comply with each of the specific covenants
in this Section.
(b) Except as permitted by Section 141 of the Code and the regulations and rulings
thereunder, the City shall, at all times prior to the last stated maturity of the Bonds,
(1) exclusively own, operate, and possess all property the acquisition, construction, or
improvement of which is to be financed directly or indirectly with Gross Proceeds
of such series of the Bonds (including property financed with Gross Proceeds of
the Refunded Obligations or notes or bonds refunded by the - Refunded
Obligations and not use or permit the use of such Gross Proceeds or any property
acquired, constructed, or improved with such Gross Proceeds in any activity
carried on by any person or entity other than a state or local government, unless
such use is solely as a member of the general public, or
(2) not directly or indirectly impose or accept any charge or other payment for use of
Gross Proceeds of such series of the Bonds or any property the acquisition,
construction or improvement of which is to be financed directly or indirectly with
such Gross Proceeds_ (including property financed with Gross Proceeds of the
Refunded Obligations or notes or bonds refunded by the Refunded Obligations
other than taxes of general application and interest earned on investments
acquired with such Gross Proceeds pending application for their intended
purposes.
(c) Except to the extent permitted by Section 141 of the Code and the regulations and
rulings thereunder, the City shall not use Gross Proceeds of the Bonds to make or finance loans
to any person or entity other than a state or local government. For purposes of the foregoing
covenant, Gross Proceeds are considered to be "loaned" to a person or entity if (1) property
acquired, constructed or improved with Gross Proceeds (including property financed with Gross
Proceeds of the Refunded Obligations or notes or bonds refunded'by the Refunded Obligations is
sold or leased to such person or .entity in a transaction which creates a debt for federal income tax
purposes, (2) capacity in or service from such property is committed to such person or entity
under a take -or -pay, output, or similar contract or arrangement, or (3) indirect benefits, or
burdens and benefits of ownership, of such Gross Proceeds or such property are otherwise
transferred in a transaction which is the economic equivalent of a loan.
(d) Except to the extent permitted by Section 148 of the Code and the regulations and
rulings thereunder, the City shall not; at any time prior to the earlier of the final stated maturity
or final payment of the Refunded Obligations, directly or indirectly invest Gross Proceeds of
1
16
4136-2105-3739.1
such Bonds in any Investment (or use such Gross Proceeds to replace money so invested), if as a
result of such investment the Yield of all Investments allocated to such Gross Proceeds whether
then held or previously disposed of, exceeds the Yield on the Refunded Obligations.
. (e) Based on all of the facts and estimates now known or reasonably expected to be in
existence on the date the Bonds are delivered, the City reasonably expects that the proceeds of
the Bonds and the Refunded Obligations (to the extent any of such proceeds remain unexpended)
will not be used in a manner that would cause the Bonds or the Refunded Obligations or. any
portion thereof to be "arbitrage bonds" within the meaning of Section 148 of the Cod
(f) At all times while the Bonds are outstanding, the City. will identify and properly
account for all amounts constituting gross proceeds of the Bonds in accordance with the
Regulations. The City will monitor the yield on' the investments of the proceeds of the Bonds
and, to the extent required by the Code and the Regulations, will restrict the yield on such
investments to a yield which is not materially higher than the yield on the Bonds. To the extent
necessary to prevent the Bonds from constituting "arbitrage bonds," the City will make such
payments as are necessary to cause the yield on all yield restricted nonpurpose investments
allocable to the Bonds to be less than the yield that is materially higher than the yield on the
Bonds;
(g) The City will not take any action or knowingly omit to take any action, if taken or
omitted, would cause the Bonds to be treated as "federally guaranteed" obligations for purposes
of Section 149(b) of the Code;
(h) The City represents that not more than fifty percent (50%) of the proceeds of any
new money portion of the Bonds or any new money issue refunded by, the Refunded Obligations
was invested in nonpurpose investments (as defined in Section 148(f)(b)(A) of the Code) having
a substantially guaranteed yield for four years or more within the meaning of Section
149(g)(3)(A)(ii) of the Code, and the City reasonably expected at the time each issue of the
Refunded Obligations was issued that at least eighty-five percent (85%) of the spendable
proceeds of the Bonds or the Refunded Obligations would be used to carry out the governmental
purpose of such Bonds within the corresponding three-year period beginning on the respective
dates of the Bonds or the Refunded Obligations.
(i) The City will take all necessary steps to comply with the requirement that certain
amounts earned by the City on the investment of the gross proceeds of the Bonds, if any, be
rebated to the federal government. Specifically, the City will (i) maintain records regarding the
receipt, investment and expenditure of the gross proceeds of the Bonds as may be required, to
calculate such excess arbitrage profits separately from records of amounts on deposit in the funds
and accounts of the City allocable to other obligations of the City or moneys which do not
represent gross proceeds of any obligations of the City and retain such records for at least six
years after the day on which the last outstanding Bond is discharged; (ii) account for all gross
proceeds under a reasonable, consistently applied method of accounting, not employed as an
artifice or device to avoid, in whole or in part, the requirements of Section 148 of the Code,
including any specified method of accounting required by applicable Regulations to be used for
all or a portion of the gross proceeds, (iii) calculate, at such times as are required by applicable
Regulations, the amount of excess arbitrage profits, if any, earned from the investment of the
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4136-2105-3739.1
gross proceeds of the Bonds and (iv) timely pay, as required by applicable Regulations, all
amounts required to be rebated to the federal government. In addition, the City will exercise
reasonable' diligence to assure that no errors are made in the calculations required by the
preceding sentence and, if such an error is, made, to discover and promptly correct such error
within a reasonable amount of time thereafter, including payment to the federal government of
any delinquent amounts owed to it, including interest thereon and penalty.
(j) The City will not indirectly pay any amount. otherwise payable to the federal
government pursuant to the foregoing requirements to any person other than the federal
government by entering into any investment arrangement with respect to the gross proceeds of
the Bonds that might result in a reduction in the amount required to be paid to the federal
government because such arrangement results in smaller profit or a larger loss than would have
resulted if such arrangement had been at arm's length and had the yield on the issue not been
relevant to either party.
(k) The City will timely file or cause to be filed with the Secretary of the Treasury of
the United States the information required by Section 149(e) of the Code with respect to the
Bonds on such form and in such place as the Secretary may prescribe.
(1) The City willnot issue or use the Bonds as part of an "abusive arbitrage device
(as defined�n. Section 1.148 10(a) of the Regulations). Without limiting the foregoing, the Bonds
are not and will not be a part of a transaction or series of transactions that attempts to circumvent
the provisions of Section 148 of the Code and the. Regulations, by (i) enabling the City to exploit
the difference between tax exempt and taxable interest rates to gain a material financial
advantage, or (ii) increasing the burden on the market for tax-exempt obligations.
(m) Proper officers of the City charged with the responsibility for issuing the Bonds
are hereby directed to make, execute and deliver certifications as to facts, estimates or
circumstances in existence as of the Issue Date and stating whether there are facts, estimates or
circumstances that would materially change the City's expectations. On or after the Issue Date,
the City will take such actions as are necessary and appropriate to assure the continuous accuracy
of the representations contained in such certificates.
(n) The covenants and representations made or required by this Section are for the
benefit of the Bond holders and any subsequent Bond holder and may be relied upon by the
Bond holder and any subsequent Bond holder and bond counsel to the City.
In complying with the foregoing covenants, the City may rely upon an unqualified
opinion issued to the City by nationally recognized bond counsel that any action by the City or
reliance upon any interpretation of the Code or Regulations contained in such opinion will not
cause interest on the Bonds to be includable in gross income for federal income tax purposes
under existing law.
Notwithstanding any other provision of this Ordinance, the City's representations and
obligations under the covenants and provisions of this Section shall survive the defeasance and
discharge of the Bonds for as long as such matters are relevant to the exclusion of interest on the
Bonds from the gross income of the owners for federal income tax purposes.
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4136-2105-3739.1
Section 7.8.: Related Matters. In order that the City shall satisfy in a timely manner
all of its obligations under this Ordinance, the Mayor, City Secretary and all other appropriate
officers, agents, representatives and employees of the City are hereby authorized and directed to
take all other actions that are reasonably necessary to provide for the issuance and delivery of the
Bonds, including, without - limitation, executing and delivering on behalf of the City all
certificates, consents, receipts, requests, notices, and other documents as may be reasonably .
necessary to satisfy the City's obligations under this Ordinance and to direct the transfer and
application of funds of the City consistent with the provisions of this Ordinance.
ARTICLE VIII.
CONTINUING DISCLOSURE UNDERTAKING
Section 8.1.: ' Continuing Disclosure Undertaking. The City shall provide annually
to the MSRB, within six (6) months after the end of each fiscal year and in an electronic format
prescribed by the MSRB and available via the Electronic Municipal Market Access ("EMMA")
system at www.emma.msrb.org financial information and operating data of the general type
included in APPENDIX A. - Financial Information for the City in Tables 1 through 5, and in
APPENDIX D described in the Official Statement, being the information described in Exhibit D.
Any financial statements so to be provided shall be (a) prepared in accordance with generally
accepted accounting principles for governmental units as prescribed by the Government
Accounting Standards Board from time to time, as such principles may be changed from time to
time to comply with state or federal law or regulation and (b) audited, if the City commissions an
audit of such statements and the audit is completed within the period during which they must be
provided. If audited financial ' statements are not available at the time the financial information
and operating data must be provided, then the City shall provide unaudited financial statements
for the applicable fiscal year to the MSRB and shall provide to the MSRB audited financial
statements, when and if the same become available.
If the City changes its Fiscal Year, it will notify the MSRB of the change (and of the date
of the new fiscal year end) prior to the next date by which the City otherwise would be required
to provide financial information and operating data pursuant to this Article.
The financial information and operating data to be provided pursuant to this Article may
be set forth in full in one or more documents or may be included by specific reference to
documents (i) available to the public on the MSRB's internet web site or (ii) filed with the SEC.
Section 8.2.: Material Event Notices. The City shall notify the MSRB in an
electronic format prescribed by the MSRB, in a timely manner (not in excess of ten (10) days
after the occurrence of the event), of any of the following events with respect to the Bonds:
(i) Principal and interest payment delinquencies;
(ii) Non-payment related defaults, if material;
(iii) Unscheduled draws on debt service reserves reflecting financial
difficulties;
(iv) Unscheduled draws on credit enhancements reflecting financial
difficulties;
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4136-2105-3739.1
(v) Substitution of credit or liquidity providers or their failure to
perform;
(vi) Adverse tax opinions, the issuance by the Internal Revenue Service
of proposed or final determinations of taxability, Notices of
Proposed Issue (IRS Form 5701-TEB) or other material notices or
determinations with respect to the tax status of the Bonds, or other
material events affecting the tax status of the Bonds;
(vii) Modifications to rights of holders of the Bonds, if material;
(viii) Bond calls, if material, and tender offers;
(ix) Defeasances;
(x) Release, substitution, or sale of property securing repayment of the
Bonds, if material;
(xi) Rating changes;
(xii) Bankruptcy, insolvency, receivership or similar event of the City;
(xiii) The consummation of a merger, consolidation, or acquisition
involving the City or the sale of all or substantially all of the assets
of the City, other than in the ordinary course of business, the entry
into a definitive agreement to undertake such an action or the
termination of a definitive agreement relating.to any such actions,
other than pursuant to its terms, if material; and
(xiv) Appointment of a successor or additional trustee or the change of
name of a trustee, if material;
(xv) Incurrence of a financial obligation of the City, if material, or
agreement to covenants, events of default, remedies, priority rights,
or other similar terms of a financial obligation of the City, any of
Which affect security holders, if material; and
(xvi) Default, event of acceleration, termination event, modification of
terms, or other similar events under the terms of a financial
obligation of the City. '
The City shall notify the MSRB in an electronic form prescribed by the MSRB, in a
timely manner, of any failure by the City to provide financial information or operating
data in accordance with Section 8.1 of this Ordinance by the time required by such
Section.
Section 8.3.: Identifying Information. All documents provided to the MSRB. shall
be accompanied by identifying information, as prescribed by the MSRB.
Section 8.4.: Limitations Disclaimers and Amendments. The City shall be
obligated to observe and perform the covenants specified in this Article for so long as, but only
for so long as, the City remains an "obligated person" with respect to the Bonds within the
meaning of the Rule, except that the City in any event will give the notice required by this
Article of any Bond calls and defeasance that cause the City to be no longer such an "obligated
person."
The provisions of this Article are for the sole benefit of the Holders and beneficial
owners of the Bonds, and nothing in this Article, express or implied, shall give any benefit or any
20 ,
4136-2105-3739.1
legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to
provide only the financial information, operating data, principal statements, and notices which it
has expressly agreed to provide pursuant to this Article 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 Article or otherwise, except expressly provided herein. The City does not
make any representation or warranty concerning such information or its usefulness to a decision
to invest in or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR
TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY
THE CITY, WHETHER NEGLIGENT OR WITHOUT' FAULT ON ITS PART, OF ANY
COVENANT SPECIFIED IN THIS ARTICLE, 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 Article shall
constitute a breach of or default under this Ordinance for purposes of any other provision of this
Ordinance.
Nothing in this Article is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities law.
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 the Bonds in the primary offering of the Bonds in compliance with the Rule, taking into
account any amendments or interpretations of the Rule to the date of such amendment, as well as
such changed circumstances, and (2) either (a) the Registered Owners 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 Bonds consent to such amendment or (b) a
person that is unaffiliated with the City (such as nationally recognized bond counsel) determines
that such amendment will not materially impair the interests of the Registered Owners and
beneficial owners of the Bonds. 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 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. The
City. may also amend or repeal the provisions of this Section if the SEC amends or repeals the
applicable provisions of the Rule or a 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 any case only if and to the extent that
the provisions of this sentence would not have prevented an underwriter from lawfully
purchasing or selling Bonds in the primary offering of the Bonds, giving effect to (a) such
provisions as so amended and (b) any amendments, or interpretations of the Rule.
21
4136-2105-3739.1
Section 8.5.: Definitions. As used in this Article, the following terms have the
meanings ascribed to such terms below:
"MSRB" means the Municipal Securities Rulemaking Board.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" meads the United States Securities and Exchange. Commission.
ARTICLE IX.
NIISCELLANEOUS
Section 9.1.: Defeasance. The City, may defease the provisions of this Ordinance
and discharge its obligations to the- Registered Owners of any or all of the Bonds to pay the
principal of and interest thereon in any manner now or hereafter permitted by law, including by
depositing with the Paying Agent/Registrar, a trust company or commercial bank other than the
Paying Agent/Registrar, or with the Comptroller of Public Accounts of the State of Texas either:
(a) cash in an amount equal to. the principal amount of such Bonds plus interest
thereon to the date of maturity or earlier redemption; or
(b) pursuant to an
obligations of
unconditionally
obligations of
escrow or trust agreement, cash and/or (i) direct noncallable
United States of America, including obligations. that are
guaranteed by the United States of America; (ii) noncallable
an aaencv or instrumentality of the United States, iricluding
obligations that are unconditionally guaranteed or insured by the agency or
instrumentality and that are rated as to investment quality by a nationally
recognized investment rating firm not less than AAA or its equivalent; or
(iii) noncallable obligations of a state or an agency or a county, municipality, or
other political subdivision of a state that have been refunded and that are rated as
to investment quality by a nationally recognized investment rating firm not less
than AAA or its equivalent, which, in the case of (i), (ii) or (iii), may be in
book -entry form, and the principal of and interest on which will, when due or
redeemable at the option of the holder, without further investment or reinvestment
of either the principal amount thereof or the interest earnings thereon, ' provide
money in an amount which; together with other moneys, if any, held in such
escrow at the same time and available for such purpose, shall be sufficient to
provide for the timely payment of the'principal of and interest thereon to the date of
maturity or earlier redemption;
provided, however, that if any of the Bonds are to be redeemed prior to their respective dates of
maturity, provision shall have been made for giving notice of redemption as provided in this
Ordinance. Upon such deposit, such Bonds shall no longer be regarded to be Outstanding or
unpaid. Any surplus amounts not required to accomplish such defeasance shall be returned to
the City.
22
4136-2105-3739.1
Section 9.2.: Legal Holidays. In any case where the date interest accrues and
becomes payable on the Bonds or principal of the Bonds matures or a Record Date shall be in the
City a Saturday, Sunday, legal holiday or a day on which banking institutions are authorized by
law -to close, then payment of interest or principal need not be made on such date, or the Record
Date shall not occur on such date, but payment may be made or the Record Date shall occur on
the next succeeding -day which is not in the City a Saturday, Sunday, legal holiday or -a day on
which banking institutions are authorized by law to close with the same force and effect as if
(i) made on the date of maturity and no interest shall accrue for the period from the date of
maturity to the date of actual payment or (ii) the Record Date had occurred on the last day of that
calendar month.
Section 9.3.: No Recourse Against City Officials. No recourse shall be had for the
payment of principal of or interest on any Bonds or for any claim based thereon or on this
Ordinance against any official of the City or any person executing any Bonds.
Section 9.44.: Further Proceedings. The Mayor, City Secretary and other appropriate
officials of the City are hereby authorized and directed to do any and all things necessary and/or
convenient to carry out the terms of this Ordinance. The Mayor, City Secretary and other
appropriate officials of the City are each hereby authorized to execute and attest to such other
agreements, assignments, bonds, certificates, contracts, - documents, licenses, instruments,
releases, financing statements, letters of instruction, notices of acceptance, notices of final
payment, written requests and other documents, and to take all actions and to do all things
whether or not mentioned herein, as may be necessary or convenient to carry out or assist in
carrying out the purposes of this Ordinance and the Bonds.
Section 9.5.: Severability. If any Section, paragraph; clause or provision of this
Ordinance shall for any .reason be held to be invalid or unenforceable, the invalidity or
unenforceability of such Section, paragraph, clause or provision shall not affect any of the
remaining provisions of this Ordinance.
Section 9.6.: Open Meeting. It is hereby found, determined and declared that a
sufficient written notice of the date, hour, place and subject of the meeting of the City Council at
which this Ordinance was adopted was posted at a place convenient. and readily accessible at all
times to the general public at City Hall for the time required by law preceding this meeting, as
required by the Open Meetings Law, Chapter 551, Texas Government Code, and that this
meeting has been open to the public as required by law at all times during which this Ordinance
and the subject matter thereof has been discussed, considered and formally acted upon. The City
Council further ratifies, approves and confirms such written notice and the contents and posting ,
thereof.
Section 9.7.: Repealer. All orders, resolutions and ordinances, or parts thereof,
inconsistent herewith are hereby repealed to the extent of such inconsistency.
Section 9.8.: Effective Date. This Ordinance shall be in force and effect from and
after its passage on the date shown below.
23
4136-2105-3739.1
Section 9.9.: Power to Revise Form of Documents. Notwithstanding any other
provision of this Ordinance, the Mayor, City Secretary and other appropriate officials of the City
are each hereby authorized to make or approve such revisions, additions, deletions and variations
in the form of the documents attached hereto as exhibits as, in the judgment of the Mayor, City
Secretary and other appropriate officials of the City, and in the opinion of Bond Counsel to the
City, as may be necessary or convenient to carry out or assist in carrying out the purposes of this
Ordinance, the Preliminary Official Statement, and the final Official Statement; provided,
however, that any changes to such documents resulting in substantive amendments to the terms
and conditions of the Bonds or such documents shall be subject to the prior approval of the City
Council.
Section 9.10.: Ordinance a Contract - Amendments. This Ordinance shall constitute a
contract with the Registered Owners from time to time, be binding on the City, and shall not be
amended or repealed by the City so long as any Bond remains Outstanding except as permitted in
this Section. The City may, without the consent of or notice to any Registered Owners, from time
to time and at any time, amend this Ordinance in any manner not detrimental to the interests of
the Registered Owners, including the curing of any ambiguity, inconsistency, or formal defect or
omission herein. In addition, the City may, with the consent of Registered Owners who own in
the aggregate S 1 % of the principal amount of the Bond then Outstanding, amend, add to, or
rescind any of the provisions of this Ordinance; provided that, without the consent of all
Registered Owners of Outstanding Bonds, no such amendment, addition, or rescission shall
(i) extend the time or times of payment of the principal of and interest'on the Bonds, reduce the
principal amount thereof or the rate of interest thereon, or in any other way modify the terms of
payment of the principal of or interest on the Bonds, (ii) give any preference to any Bond over
any other Bond, or (iii) reduce the aggregate principal amount of Bonds required to be held by
Registered Owners for consent to any such amendment, addition, or rescission.
24
4136-2105-3739.1
PASSED AND ADOPTED on first and final reading this March 1, 2021.
CITY OF SANGER, TEXAS
Mayor
Exhibit A — Form of Bond
Exhibit B — Form of Paying Agent/Registrar Agreement
Exhibit C — Schedule of Refundable Obligations
S-0
4136-2105-3739.1
EXHIBIT A
FORM OF BOND
UNITED STATES OF AMERICA-
STATE OF TEXAS
CITY OF SANGER, TEXAS,
GENERAL OBLIGATION REFUNDING BOND
SERIES 2021B'
NUMBER
R-1
REGISTERED
INTEREST RATE2:
%
REGISTERED OWNER:
PRINCIPAL AMOUNT:
PRINCIPAL AMOUNT
REGISTERED
DATED DATE': MATURITY DATE: CUSIP2:
April 1, 2021 February 15, 20_
MZ9��-W.W
THE CITY OF SANGER, TEXAS, a Home Rule City of the State of Texas (the "City"),
f6t value received, hereby promises to pay to the Registered Owner identified above or its
registered assigns, on the maturity date specified above (or on earlier redemption as herein
provided), upon presentation and surrender of this Bond at the principal corporate trust office of
UMB Bank, N.A., Austin, Texas, or its successor (the "Paying Agent/Registrar"), the principal
amount identified above, payable in any coin or currency of the United States of America which
on the date of payment of such principal is legal tender for the payment of debts due to the
United States of America, and to pay interest thereon at -the rate shown above, calculated on a
basis of a 360-day year composed of twelve 30-day months, from the later of the date of delivery
or the most recent interest payment date to which interest has been paid or duly provided for.4
I Initial Bond shall be numbered T-1.
2 Omitted from Initial Bond.
3 To be to -be changed or completed pursuant to the terms of sale as referenced in the Pricing Officer's Certificate
of Sale.
4 The first sentence of the initial Certificate shall read. as follows:
THE CITY OF SANGER, TEXAS, a Type A general law municipality of the State of Texas (the "city" ),
for value received, hereby promises to pay to the Registered Owner identified above or its registered
assigns, on 15 of each of the years and in the principal amounts set forth in the following
schedule: [Insert information regarding years of maturity, principal amounts and interest rates from Section
3.3 of the Ordinance.] (or on earlier redemption as herein provided), upon presentation and surrender of this
Bond at the principal corporate trust office of UMB Bank, N.A., Austin, Texas, or its successor (the
"Paying Agent/Registrar"), the principal amounts identified above (or so much thereof as shall not have
been paid or deemed to have been paid upon prior redemption) payable in any coin or currency of the
United* States of America which on the date of payment of such principal is legal tender for the payment of
Exhibit A-1
4136-2105-3739.1
Interest on this Bond is payable on 3, and each 15 and 15
thereafter until maturity of this Bond, by check sent by United States mail, first class, postage
prepaid, by the Paying Agent/Registrar to the Registered Owner of record as of the close of
business on the last business day of the month next preceding the applicable interest payment
date, as shown on the registration books kept by the Paying Agent/Registrar. Any accrued
interest payable at maturity shall be paid.upon presentation and surrender of this Bond at the
office of the Paying Agent/Registrar.
THIS BOND IS ONE OF A DULY AUTHORIZED SERIES OF BONDS (the "Bonds")
in the aggregate principal amount of $ 5 issued pursuant to an ordinance adopted by the
City Council of the City on March 1, 2021 (the "Ordinance") for the purpose of refunding certain
outstanding. obligations (the "Refunded Obligations") of the City under and pursuant to the
authority of Chapter 1207, Texas Government Code, as amended. Proceeds of the Bonds will
also be used to pay the costs of issuing the Bonds and refunding the Refunded Obligations.
THIS BOND shall not be valid or obligatory for any purpose or be entitled to any benefit
under the Ordinance unless this Bond is authenticated by the Paying Agent/Registrar by due
execution of the authentication certificate endorsed hereon. 6
7THE BONDS MATURITY on or after SFebruary 15, 20_, may be redeemed in whole
or in part, on February 15, 20_ or any date thereafter, at -a price equal to the par value thereof,
plus accrued interest from the most recent interest payment date to the date or redemption with
funds derived from any available and lawful source.
'THIS BOND is not subject to redemption prior to maturity.
9THE BONDS MATURING on 15 in the years S (the "Term
Bonds") are subject to mandatory sinking fund redemption in the following amounts (subject to
reduction as hereinafter provided), on the following dates, in each case at a redemption price
equal to the principal amount of the Bonds or the portions thereof so called for redemption plus
accrued interest to the date fixed for redemption:
debts due to the United States of America, and to pay'interest thereon at the rate shown above, calculated
on a basis of a 360-day year composed of twelve 30-day months, from the later of the date of delivery or
the most recent interest payment date to which interest has been paid or duly provided for.
5 To be completed pursuant to the terms of sale as referenced in the Pricing Officer's Certificate of Sale.
6 In the initial Certificate, this paragraph shall read: .
"THIS BOND shall not be valid or obligatory for any purpose or be entitled to any benefit under the
Ordinance unless this Bond is registered by the Comptroller of Public Accounts of the State of Texas by
due execution of the registration certificate endorsed hereon."
7 Included if optional redemption provisions are included in the Pricing Officer's Certificate of Sale.
8 Included if optional redemption provisions are not included in the Pricing Officer's Certificate of Sale.
9 Paragraph included if mandatory sinking fund redemption provision are included in the Pricing Officer's
Certificate of Sale.
Exhibit A-2
4136-2105-3739.1
10
Term Bonds Maturing Mandatory Redemption Dates Principal Amounts
10
10$
The particular Term Bonds to be redeemed shall be selected by the Registrar by lot or other
customary random selection method, on or before 15 of each year in which Term
Bonds are'to be mandatorily redeemed. The principal amount of Term Bonds to be mandatorily
redeemed in each year shall be reduced by the principal amount of such Term Bonds that have
been optionally redeemed on or before 15 -of such year and which have not been
made the basis for a previous reduction.
11THE BONDS MAY BE REDEEMED IN PART only in integral multiples of $5,000. If
a Bond subject to redemption is in a denomination larger than $5,000, a portion of such Bond
may be redeemed, but only in integral multiples of $5,000. In selecting portions of Bonds for
redemption, each Bond shall be treated as representing that number of Bonds of $5,000
denomination which is obtained by dividing the principal amount of such Bond by $5,000. Upon
surrender of any Bond for redemption in part, the Paying Agent/Registrar, in accordance with the
provisions of the Ordinance, shall authenticate and deliver in exchange therefor a Bond or Bonds
of like maturity and interest rate in an aggregate principal amount equal to the unredeemed
portion of the Bond so surrendered.
"NOTICE OF ANY SUCH REDEMPTION, identifying the Bonds or portions thereof to
be redeemed, shall be sent by United States mail, first class, postage prepaid, to the Registered
Owners thereof at- their addresses as shown on the books of registration kept by the Paying
Agent/Registrar, not less than thirty (30) days before the date fixed for such redemption. By the
date fixed for redemption, due provision shall be made with the Paying Agent/Registrar for the
payment of the redemption price of the' Bonds called for redemption. If such notice of
redemption is given, and if due provision for such payment is made, all as provided above, the
Bonds which are to be so redeemed thereby automatically shall be redeemed prior to their
scheduled maturities, they shall not bear interest after the date fixed for redemption, and they
shall not be regarded as being outstanding except for the purpose of being paid with the funds so
provided for such payment.
THIS BOND IS TRANSFERABLE only upon presentation and surrender at the principal
corporate trust office of the Paying Agent/Registrar, accompanied by an assignment duly
executed by the Registered Owner or its authorized representative, subject to the terms and
conditions of the Ordinance.
THIS BOND IS EXCHANGEABLE at the principal corporate trust office of the Paying
Agent/Registrar for a Bond or Bonds of the same maturity and interest rate and in the principal
amount of $5,000 or any integral multiple thereof, subject to the terms and conditions of the
Ordinance.
10 ' To be completed pursuant to the terms of sale as referenced in the Pricing Officer's Certificate of Sale.
11 Included if optional redemption provisions or mandatory sinking fund redemption provisions are included in the
Pricing Officer's Certificate of Sale.
Exhibit A-3
4136-2105-3739.1
THE CITY OR PAYING AGENT/REGISTRAR may require the Registered Owner of
any Bond to pay a sum sufficient to cover any tOx or other governmental charge that may be
imposed in conflection with the transfer or exchange of a Bond. Any fee or charge of the Paying
Agent/Registrar for a transfer or exchange shall be paid by the City.
THE REGISTERED OWNER of this Bond by acceptance hereof, acknowledges and
agrees to be bound by all the terms and conditions of the Ordinance.
IT IS HEREBY DECLARED AND REPRESENTED that this Bond has been duly and
validly issued and delivered; that all acts, conditions and things required or proper to be
performed, exist and to be done precedent to or in the issuance and delivery of this Bond have
been performed, exist and have been done in accordance with law; that the Bonds do not exceed
any constitutional or statutory limitation; and that annual ad valorem taxes sufficient to provide
for the payment of the interest on and principal of this Bond, as such interest comes due and such
principal matures, have been levied and ordered to be levied, within the limits prescribed by law,
against all taxable property in the City and have been irrevocably pledged for such payment.
REFERENCE IS HEREBY MADE TO THE ORDINANCE, a copy of which is filed
with the Paying Agent/Registrar, for the full provisions thereof, to all of which the Registered
Owners of the Bonds assent by acceptance of the Bonds.
IN WITNESS WHEREOF, the City has caused this Bond to be signed by the Mayor,
countersigned by the City Secretary by their manual, lithographed or printed facsimile
signatures.
CITY OF SANGER, TEXAS
L;l
Mayor
COUNTERSIGNED:
Secretary
Exhibit A-4
4136-2105-3739.1
FORM OF COMPTROLLER' S REGISTRATION CERTIFICATE
The following form of Comptroller's Registration Certificate shall be attached or affixed
to each of the Bonds initially delivered -
OFFICE OF THE COMPTROLLER
OF PUBLIC ACCOUNTS
THE STATE OF TEXAS
REGISTER NO.
I hereby certify that this Bond has been examined, certified as to validity and approved
by the Attorney General of the State of Texas, and that this Bond has been registered by the
Comptroller of Public Accounts of the State of Texas.
WITNESS MY SIGNATURE AND SEAL OF OFFICE this
(SEAL)
Comptroller of Public Accounts
of the State of Texas
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
The following form of authentication certificate shall be printed on the face of each of the
Bonds other than those initially delivered:
AUTHENTICATION CERTIFICATE
This Bond is one of the Bonds described in and delivered pursuant • to the within -
mentioned Ordinance; and, except for the Bonds initially delivered, this Bond has'been issued in
exchange for or replacement of a Bond, Bonds, or a portion of a Bond or Bonds of an issue
which originally was approved by the Attorney General of the State of Texas and,registered by
the Comptroller of Public Accounts of the State of Texas.
as Paying Agent/Registrar
By:
Authorized Signature:
Date of Authentication:
Exhibit A-5
4136-2105-3739.1
FORM OF ASSIGNMENT
The following form of assignment shall be printed on the back of each of the,Bonds:
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
(Please print or type name, address and zip code of Transferee)
(Please insert Social Security or Taxpayer Identification Number of Transferee)
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Bond on the
books kept for registration thereof, with full power of substitution in the premises.
MIXI "D
Signature Guaranteed:
NOTICE: Signature must be guaranteed by a
member firm of the New York Stock Exchange
or a commercial bank or trust company.
Registered Owner
NOTICE: The signature above must
correspond to'the name of the registered owner
as shown on the face of this Bond in every
particular, without any alteration, enlargement
or change whatsoever.
Exhibit A-6
4136-2105-3739.1
EXHIBIT B
FORM OF PAYING AGENUREGISTRAR AGREEMENT
See Tab 6
Exhibit B
4136-2105-3739.1
EXHIBIT C
SCHEDULE OF REFUNDABLE OBLIGATIONS
CITY OF SANGER, TEXAS COMBINATION TAX AND REVENUE
CERTIFICATES OF OBLIGATION, SERIES 2013, dated June 15, 2013, maturing on
August 1 in the years as shown below:
Maturity
Interest
Date
Rate
Par Amount
Call Date
Call Price
08/01/2024
3.500%
$ 205,000
08/01/2023
100.000%
08/01/2026
4..500%
430,000
08/01/2023
100.000
08/01/2028
4.750%
470,000
08/01/2023
100.000
08/01/2030
5.000%
520,000
08/01/2023
100.000
08/01/2033
5.000%
880,000
08/01/2023
100.000
$2,505,000
Exhibit C-1
4136-2105-3739.1