04-09-21-Ordinance-Issuing General Obligation Refunding Bonds Taxable Series 2021B-04/19/2021CERTIFICATE 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 April 19, 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 Tern
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 AUTHORIZING THE ISSUANCE OF THE CITY OF
SANGER, TEXAS GENERAL OBLIGATION REFUNDING BONDS,
TAXABLE SERIES 2021B 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
City Council as indicated therein; that each of the officers an4. 4iombers of the City Council was
duly and sufficiently notified officially and personally, in eidypce, of the date, hour, place and
subject of the aforesaid meeting, and that the Ordinance wQu.Id be introduced and considered for
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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 April 19, 2021.
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ORD 04-09-21
ORDINANCE
AN ORDINANCE AUTHORIZING THE ISSUANCE OF THE CITY OF
SANGER, TEXAS GENERAL OBLIGATION REFUNDING BONDS,
TAXABLE SERIES 2021B AND CONTAINING OTHER MATTERS
RELATED THERETO
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF SANGER, TEXAS:
ARTICLE I.
FINDINGS AND DETERMINATIONS
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 iri 4 manner sufficient to provide for
the full and timely payment of all principal of, premium, if any, and interest on
certain of the Refunded Obligations; and
4136-9836-5741.1
(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 ordinance 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) The City Council is of the opinion and hereby affirmatively 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 H.
DEFINITIONS AND INTERPRETATIONS
Section 2.1.: 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 amended.
"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, Taxable Series 2021B authorized by this Ordinance.
"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.
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4136-9836-5741.1
"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, Taxable
Series 2021B 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, 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 May 1,
2022, and each May 1 and November 1 thereafter until maturity or earlier redemption of such
Bond.
"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
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.
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"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.
"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. ,
"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
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 PurMose 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' THKEE 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.
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It os hereby found that the refunding of the Refunded Obligations, will result in the
aggregate amount of the debt service payments to be made under the Bonds to exceed the
aggregate amount of the debt service payments that would have been made under the ordinances
authorizing the Refunded Obligations by the maximum amount of $ ; however, it
is in the best interest of the City to restructure the debt service of the Refunded Obligations by
extending the maturity thereof.
Section 3.2.: Designation Date and Payment Date. The Bonds shall be designated
as the "City of Sanger, Texas, General Obligation Refunding Bonds, Taxable 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) 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 and may be transferred and exchanged as set out in this Ordinance. The
Bonds shall mature on the dates and in the amounts set out in such schedule. The 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.
Bond
Maturity Principal Interest
Number
55//1) Amount Rate
R-1
2022
R-2
2023
R-3
2024
R-4
2025
R-5
2026
R-6
2027
R-7
.2028
R-8
2029
R-9
2030
R-10
2031
R-11
2032
R-12
2033
Section 3.4.: Redemption Prior to Maturity. (a) The Bonds maturing on and after
May 1, 20_ are subject to redemption prior to maturity, at the option of the City, in whole or in
part, on May 1, 20_, or any date thereafter, at par plus aperued interest to the date fixed for
redemption. If less than all the Bonds are to be redeemed, the City shall determine the maturities
and amounts to be redeemed. If less than all. the Bonds of a particular maturity are to be
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redeemed, the Registrar shall select by lot or other customary random selection method the
Bonds or portions thereof to be redeemed.
(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 provisionsof 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
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.
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.
The Initial Bond, being a single bond representing the entire principal amount of the
Bonds, payable in stated installments to the Underwriter or its designee, executed by the manual
or facsimile signature of the Mayor and City Secretary,of the City, approved by the Attorney
General, and registered and manually signed by the Comptroller, shall be delivered to the
Underwriter or its designee. Upon payment for the Initial 'Bond, the Paying Agent/Registrar
shall cancel the Initial Bond and Definitive Bonds shall be delivered to DTC.
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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 Austin, 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.
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, a 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 requir- the Registered Owner of any Bond to
pay a sum sufficient to cover any tax or other governmental charge that may be imposed in
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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 -Entry 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 kesponsibility or obligation with respect to (a) the accuracy of -the
records of DTC, Cede & Co. or 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.
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 benefichil Owners of the Bonds that they be able to
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4136-9836-5741.1
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 3.1 Q.: 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
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 irk lieu
of which such replacement Bond,was issued presents for payment such original Bond, the City.
and the Paying Agent/Registrar shall be entitled to recover such replacement Bond from the
person to whom it was delivered or any 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.
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4136-9836-5741.1
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.
ARTICLE IV.
FORM OF BONDS
The Bonds, including the Form of Comptroller'.s Registration Certificate, Form of Paying.
Agent/Registrar Authentication Certificate -and Form of Assignment 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.
ARTICLE V.
SECURITY FOR THE BONDS
Section 5.1.: Pledge and Lew 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 declaxes 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 px'ior to receipt of the taxes levied to
pay such interest, there is hereby appropriated from currer f funds on hand, which are hereby
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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,
Taxable 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 in 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.
ARTICLE VI.
CONCERNING THE PAYING AGENT/REGISTRAR
Section 6.L: 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.
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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 Paving 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.: Paving 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
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 of Bonds-, Execution of Bond Purchase Agreement. The Bonds
are hereby sold and shall be delivered to Raymond James & Associates, Inc. (the "Underwriter")
for a price of $ - (representing the par value thereof, plus an original issue premium
of $ . on the Bonds, and less an underwriting discount of $ ), in
accordance with the terms of and conditions in the Bond Purchase Agreement. The Bond
Purchase Agreement, substantially in the form attached hereto as Exhibit C, is hereby approved.
The Mayor and other appropriate officials of the City are hereby authorized and directed to
execute the Bond Purchase Agreement on behalf of the City, and the Mayor and all other.
appropriate officials, agents and representatives of the City 4je hereby authorized to do any and
all things necessary or desirable to satisfy the conditions set out therein and to provide for the
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issuance and delivery of the Bonds. It is hereby found and determined that the terms of the sale
of the Bonds contained in the Bond Purchase Agreement are the most advantageous terms
reasonably obtainable by the City at this time.
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.
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. The City hereby approves the form and
contents of the Preliminary Official Statement dated April 15, 2021 and the final Official
Statement, dated as of the date hereof,. relating to the Bonds, and any addenda, supplement or
amendment thereto, and ratifies and approves the distribution of such Preliminary Official
Statement and Official Statement in the offer and sale of the Bonds and in the reoffering of the
Bonds by the Underwriter, with such changes therein or additions thereto as the officials
executing same may deem advisable, such determination to be conclusively evidenced by their
execution thereof. The Mayor is hereby authorized and directed to execute, and the City
Secretary is hereby authorized and directed to attest, the final Official Statement. It is further
hereby officially found, determined and declared that the statements and representations
contained in the Preliminary Official Statement and final Official Statement are true and .correct
in -all material respects, to the best knowledge and belief of the City Council, and that, as of the
date thereof, the Preliminary Official Statement was an official statement of the City with respect
to the Bonds that was deemed "final" by an authorized official of the City except for the
omission of no more than the information permitted by subsection (b)(1) of Rule 15c2-12 of the
Securities and Exchange Commission.
Further, the City Council hereby ratifies, authorizes and approves the actions of the
Mayor, the City's financial advisor and other consultants in seeking a rating on the Bonds from
S&P Global Ratings and such actions are hereby ratified and confirmed;
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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 (together with funds, if any, provided by the
City) shall be applied to make a cash - deposit to refund certain Refunded
Obligations;
(c) Proceeds from the sale of the Bonds (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;
(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
Obligations 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
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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.: 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 VIH.
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 ww-w.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 Qf 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 fall in one or more documents or may included by specific reference to
documents (i) available to the public on the MSRB's interne web site or (ii) filed with the SEC.
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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;
(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
i 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
iilto 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.
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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
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 grid 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. TJie 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 cgnsent 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
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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.
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" means the United States Securities and Exchange Commission.
ARTICLE IX.
DEPOSIT LETTER; REDEMPTION OF REFUNDED OBLIGATIONS
Section 9.1.: Redemption of Refunded Obligations Prior to Maturity. The Refunded
Obligations are hereby called for redemption prior to maturity in the amounts, at the dates and at
the redemption prices set forth in Schedule I and the Certificate of Financial Advisor, and the
Mayor, City Administrator, the Finance Director and City Secretary are each 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 obligations, and, if required, to publish such notices, all in the manner
required by the documents authorizing the issuance of such Refunded Obligations.
The Mayor, City Administrator, Finance Director and City Secretary are each authorized
to execute and deliver such agreements, certificates, notices, letters and other instruments as any
such officer shall deem necessary or appropriate to effect the discharge and defeasance of the
Refunded Obligations, including Deposit Letters for the administration, safekeeping, investment
and disposition of amounts deposited therefor, and to carry out the other intents and purposes of
this Ordinance. In addition, the Mayor, City Administrator and Finance Director are authorized
to invest and subscribe -for, agree to purchase and purchase authorized investments, in such
amounts and maturities and bearing interest at such rates as such officer shall deem necessary or
appropriate to effect the discharge and defeasance of the Refunded Obligations, and to execute
any and all subscriptions, purchase agreements, investmept. _contracts, commitments, letters of
authorization and other documents necessary to effectuate ft.' foregoing. Any actions heretofore
taken for such purpose are hereby ratified and approved.
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4136-9836-5741.1
ARTICLE X.
MISCELLANEOUS
Section 10.1.: 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/Registrax, 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 escrow or trust agreement, cash and/or (i) direct noncallable
obligations of United States of America, including obligations that are
unconditionally guaranteed by the United States of America; (ii) noncallable
obligations of an agency or instrumentality of the United States, including
obligations that are unconditionally guaranteed or insured by the agency or
instrumentality and that 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. ' I . .
Section 10.2.: 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
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4136-9836-5741.1
maturity to the date of actual payment or (ii) the Record Date had occurred on the last day of that
calendar month.
Section 10.3.: 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 10A: 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 10.5.: 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 10.6.: 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 10.7.: Repealer. All orders,. resolutions and ordinances, or parts thereof,
inconsistent herewith are hereby repealed to the extent of such inconsistency.
Section 10.8.: Effective Date. This Ordinance shall be in force and effect from and
after its passage on the date shown below.
Section 10.9.: 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 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 Statgment; 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.
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Section 10.10.: 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 51% 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.
21
4136-9836-5741.1
PASSED AND ADOPTED on first and final reading this April 19, 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
WE
4136-9836-5741.1
EXHIBIT A
FORM OF BOND
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF SANGER, TEXAS,
GENERAL OBLIGATION REFUNDING BOND
TAXABLE SERIES 2021B
NUMBER
R-1
REGISTERED
INTEREST RATE:
REGISTERED OWNER:
PRINCIPAL AMOUNT:
PRINCIPAL AMOUNT
REGISTERED
DATED DATE: MATURITY DATE: CUSIP2:
May 1, 2021 May 1, 20
DOLLARS
THE CITY OF SANGER, TEXAS, a Home Rule City 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 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.'
Initial Bond shall be numbered T-1.
Omitted from Initial Bond.
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 1 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 debts due to the
United States of America, and to pay interest thereon at the irate shown above, calculated on a basis of a
Exhibit A-1
4136-9836-5741.1
Interest on this Bond is payable on , and each 1 and 1
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 $ issued pursuant to -an ordinance adopted.
by the City Council of the City on April 19, 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.
4THE BONDS MATURITY on or after May 1, 20_, may be redeemed in whole. or in
part, on May 1, 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.
5THIS BOND is not subject to redemption prior to maturity.
6THE BONDS MATURING on 1 in the years (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:
Term Bonds Maturing Mandatory Redemption Dates Principal Amounts
The particular Term Bonds to be redeemed shall be selected by the Registrar by lot or other
customary random selection method, on or before 1 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
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 Included if optional redemption provisions are included.
5 Included if optional redemption provisions are not included.
6 Paragraph included if mandatory sinking fund redemption provision gre included.
7 To be completed pursuant to the terms of sale. , ' I
Exhibit A-2
4136-9836-5741.1
been optionally redeemed on or before 1 of such year and which have not been made
the basis for a previous reduction.
"THE 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.
11NOTICE 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.
THE CITY OR 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 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
Included if optional redemption provisions or mandatory sinking fund redemption provisions are included.
t
Exhibit A-3
4136-9836-5741.1
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
Mayor
COUNTERSIGNED:
City Secretary -
Exhibit A-4
4136-9836-5741.1
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 & REGISTER NO.
THE STATE OF TEXAS
I hereby certify that this Bond has been examined, certified as to validity and approved
by the Attorney General of the State of .Texas, and 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
Comptroller of Public Accounts
of the State of Texas
(SEAL)
FORM OF PAYING AGENDREGISTRAR' 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
4136-9836-5741.1
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 - B and on the
books kept for registration thereof, with fall power of substitution in the premises.
DATED:
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
4136-9836-5741.1
EXHIBIT B
FORM OF PAYING AGENUREGISTRAR AGREEMENT
See Tab 6
Exhibit B
4136-9836-5741.1
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
4136-9836-5741.1
PAYING AGENT/REGISTRARAGREEMENT
THIS PAYING AGENT/REGISTRAR AGREEMENT dated as of April 19, 2021
(together with any amendments or supplements hereto, the "Agreement") is entered into by and
between the CITY OF SANGER, TEXAS (the "Issuer"), and UMB BANK, N.A., Austin, Texas,
as paying agent/registrar (together with any successor in such capacity, the `Bank").
WITNESSETH0
�JHEREAS, the Issuer has duly authorized and provided for the issuance of its City of
Sanger, Texas General Obligation Refunding Bonds, Taxable Series 2021B (the "Bonds") in the
aggregate principal amount of $2,855,000 to be issued as fully registered bonds;
WHEREAS, all things necessary to make the Bonds the valid obligations of the Issuer, in
accordance with their terms, will be done upon the issuance and delivery thereof;
WHEREAS, the Issuer and the Bank wish to provide the terms under which the Bank will
act as Paying Agent to pay the principal of, redemption premium, if any, and interest on the
Bonds, in accordance with the terms thereof, and under which the Bank will act as Registrar for
the Bonds; and
WHEREAS, the Issuer and the Bank have duly authorized the execution and delivery of
this Agreement; and all things necessary to make this Agreement the valid agreement of the
parties, in accordance with its terms, have been done.
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS
PAYING AGENT AND REGISTRAR
Section 1.01. Appointment.
The Issuer hereby appoints the Bank to act as Paying Agent with respect to the Bonds, to
pay to the Registered Owners 'of the Bonds, in accordance with the terms and provisions of this
Agreement and the ordinance authorizing the issuance of the Bonds (the "Ordinance"), the
principal of, redemption premium, if any,'and interest on all or any of the Bonds.
The Issuer hereby appoints the Bank as Registrar with respect to the Bonds.
The Bank hereby accepts its appointment and agrees to act as Paying Agent and Registrar
with respect to the Bonds:
Section 1.02. Compensation.
In consideration of the deposits of funds required to be made with the Bank by the Issuer
pursuant to the provisions of the Ordinance, the Bahl{ shall. be paid the fees set forth in the
4132-1038-3661, i
Banlc's fee schedule attached as Exhibit A hereto and agrees to abide by and accept the terms
hereof and of the Ordinance relating to the duties of the Paying Agent/Registrar,
ARTICLE TWO
DEFINITIONS
Section 2.01. Definitions.
For all purposes of this Agreement, except as otherwise expressly provided or unless the
context otherwise requires:
"Bank" means UMB Banlc, N.A., a national banking association duly organized and
existing under the laws of the United States of America.
"Bond" or "Bonds" means any one or all of the "City of Sanger, Texas General
Obligation Refunding Bonds, Taxable Series 2021B" authorized by the Ordinance.
"Issuer" means the City of Sanger, Texas.
"Ordinance" means the ordinance of the Issuer approved by its City Council on April 19,
2021 pursuant to which the Bonds are issued.
"Paying Agent" means the Bank when it is performing the function of paying agent.
"Person" means any individual, corporation, partnership, joint venture, associations, joint
stock company, trust, unincoiporated organization or government or any agency or political
subdivision of a government or any entity whatsoever.
"Registrar" means the Bank when it is performing the function of registrar.
"Registered Owner" means the Person in whose name any Bond is registered in the books
of registration maintained by the Bank under this Agreement.
All
other capitalized terms shall have the meanings assigned to them in the Ordinance.
ARTICLE THREE
DUTIES OF THE BANK
Section 3.01. Initial Delivery of the Bonds.
The Bonds will be initially registered and delivered by the Bank to the purchaser
designated by the Issuer as set forth in the Ordinance. If such pwchaser delivers a written
request to the Bank not later than five business days prior to the date of initial delivery, the Bank
will, on the date of initial delivery, . exchange the Bonds initially delivered for Bonds of
authorized denominations, registered in accordance with the instructions in such request and the
Ordinance.
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4132-1038-3661.1
Section 3.U. Duties of Pang Agent.
As Paying Agent, the Bank shall, provided adequate funds have been provided to it for
such purpose by or on behalf of the Issuer no later than 10000 a.m. Central Time on the
applicable payment date, timely pay on behalf of the Issuer the principal of and interest on each
Bond in accordance with the provisions of the Ordinance.
If the issue is to be Depository Trust Company (DTC) eligible, the Paying Agent will
comply with all eligibility requirements as outlined and agreed upon in the eligibility
questionnaire.
Section 3.03. Duties of Registrar,
The Bank shall provide for the proper registration of the Bonds and the timely exchange,
replacement and registration of transfer of the Bonds in accordance with the provisions of the
Ordinance. Any changes to Registered Owners for such exchange, replacement and registration
shall be made by the Bank only in accordance with the Ordinance. The Bank will maintain the
books of registration in accordance with the Bank's general practices and procedures in effect
from time to time.
Section 3.04. UnauthenticatedBnnds.
The Issuer shall provide an adequate inventory of unauthenticated Bonds to facilitate
transfers. The Bank covenants that it will maintain such unauthenticated Bonds in safekeeping
d will use reasonable care in maintaining such Bonds i ann safekeeping, which shall be not less
than the care it maintains for debt securities of other government entities or corporations for
which it serves as registrar, or which it maintains for its own Bonds.
Section 3.05. Re orts.
Upon request of the Issuer, the Bank will provide the Issuer reports which will describe in
reasonable detail all transactions pertaining to the Bonds and the books of registration for the
period of time specified by the Issuer. The Issuer may also inspect and make copies of the
information in the books of registration and such other documents related to the Bonds and in the
Bank's possession at any time the Bank is customarily open for business, provided that
reasonable time is allowed the Bank to provide an upAo-date listing or to convert the information
into written form.
The Bank will not release or disclose the content of the books of registration to any
person other than to, or at the written request of, an authorized officer or employee of the Issuer,
except upon receipt of a subpoena, court order or as otherwise required by law. Upon receipt of
a subpoena, court order or other lawful request, the Bank will notify the Issuer immediately so
that the Issuer may contest the subpoena, court order or other request if it so chooses.
Section 3.06. Canceled Bonds.
All Bonds surrendered for payment, redemption, transfer, exchange or replacement, if
surrendered to the Banlc, shall be promptly canceled by it aud, if surrendered to the Issuer, shall
-3"
4132-1038-3661.1
be delivered to the Bank and, if not already canceled, shall be promptly canceled by the Bank.
The Issuer may at any time deliver to the Bank for cancellation any Bonds previously
authenticated and delivered which the Issuer may have acquired in any manner whatsoever, and
all Bonds so delivered shall be promptly canceled by the Bank. All canceled Bonds held by the
Banlc shall be destroyed and evidence of such destruction shall be furnished to the Issuer.
Section 3.07. Reliance on Documents Etc.
(a) The Bank may conclusively rely, as to the truth of the statements and correctness
of the opinions expressed therein, on certificates or opinions furnished to the Bank by the Issuer.
(b) The Bank shall not be liable to the Issuer for actions taken under this Agreement
as long as it acts in good faith and exercises due diligence, reasonableness and care, as prescribed
by law, with regard to its duties hereunder.
(c) This Agreement is not intended to require the Banlc to expend its own funds for
performance of any of its duties hereunder.
(d) The Bank may exercise any of the powers hereunder and perform any duties
hereunder either directly or by or through agents or attorneys.
Section 3.08. Money Held b�.
Money held by the Banlc hereunder shall be held in trust for the benefit of the Registered,
Owners of the Bonds and shall be continuously collateralized by securities or obligations which
qualify and are eligible under both the laws of the State of Texas and the laws of the United
States of America to secure and be pledged as collateral for paying agent accounts to the extent
such money is not insured by the Federal Deposit Insurance Corporation,
The Banlc shall be under no obligation to pay interest on any money received by it
hereunder.
All money deposited with the Bank hereunder shall be secured in the manner and to the
fullest extent required by law for the security of funds of the Issuer.
Any money deposited with the Bank for the payment of the principal of or interest on any
Bonds and remaining unclaimed by the Registered Owner after the expiration of three years fiom
the date such funds have become due and payable shall be reported and disposed of by the Bank
in accordance with the provisions of Texas law including, to the extent applicable, Title 6 of the
Texas Property Code, as amended. To the extent such provisions of the Property Code do not
apply, to the funds, such funds shall be paid by the Bank to the Issuer upon receipt of a written
request therefor fiom the Issuer. The Bank shall have no liability to the Registered Owners of
the Bonds by virtue of actions taken in compliance with the foregoing provision.
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4132-1038-3661.1
ARTICLE FOUR
MISCELLANEOUS PROVISIONS
Section 4.01. May Own Bonds.
The Bank, 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 and 'Registrar for the
Bonds.
Section 4.02. Amendment.
This Agreement may be amended only by an agreement in writing signed by both of the
partiesihereof.
Section 4.03. Assignment.
This Agreement may not be assigned by either party without the prior written consent of
the other.
Section 4.04. Notices.
Any request, demand, authorization, direction, notice, consent, waiver or other document
provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or
delivered to the Issuer or the Bank, respectively, at the addresses shown herein, or such other
address as may have been given by one party to the other by 15 days' written notice.
Section 4.05. Effect of Headings.
The Article and Section headings herein are for convenience only and shall not affect the
construction hereof.
Section 4.06. Successors and Assigns.
All covenants and agreements herein by the Issuer and the Bank shall bind their
successors and assigns, whether so expressed or not. This Agreement shall not be assigned by
the Bank without the prior written consent of the Issuer.
Section 4.07. Severabiliiy.
If any provision of this Agreement shall be invalid or unenforceable, the validity and
enforceability of the remaining provisions hereof shall not in any way be affected or impaired.
Section 4.08. Benefits of Agreement.
Nothing herein, express or implied, shall give to any Person,' other than the parties hereto
and their successors hereunder, any benefit or any legal or equitable right, remedy or claim
hereunder.
-5-
4132-1038-3661.1
Section 4.09, Ordinance Governs Conflicts.
This Agreement and the Ordinance constitute the entire agreement between the parties
hereto relative to the Bank acting as Paying Agent and Registrar and if any conflict exists
between this Agreement and the Ordinance, the Ordinance shall govern. The Bank agrees to be
bound by the terms of the Ordinance with respect to the Bonds.
Section 4.10. Term and Termination.
This Agreement shall be effective fiom and after its date and may be terminated for any
reason by the Issuer or the Bank at any time upon 60 days' written notice; provided, however,
that no such termination shall be effective until a successor has been appointed and has accepted
the duties of the Bank hereunder. In the event of early termination, regardless of circumstances,
the Bank shall deliver to the Issuer or its designee all funds, Bonds and allbooks and records
pertaining to the Bank's role as Paying Agent and Registrar with respect to the Bonds, including,
but not limited to, the books of registration.
Section 4.11. Counterparts.
i
This Agreement may be executed in any number of counterparts, each of which shall be
an original, with the same effect as if the signatures thereto and hereto were upon the same
instrument.
Section 4.12. Governing Law.
This Agreement shall be construed in accordance with and shall be governed by the laws
of the State of Texas.
Section 4.13. No Boycott Israel.
To the extent this Agreement is a contract for goods or services within the meaning of
Section 2271.002 of the Texas Government Code, as amended, the Bank hereby verifies that the
Bank does not boycott Israel and will not boycott Israel through the term of this Agreement. For
purposes of this verification, "boycott Israel" means refusing to deal with, terminating business
activities with, or otherwise taking any action that is intended to penalize, inflict economic harm
on, or limit commercial relations specifically with Israel, or with a person or entity doing
business in Israel or in an Israeli -controlled territory, but does not include an action made for
ordinary business purposes. The Bank is a company as defined in Section 808.001(2) of the
Texas Government Code, which means a for profit sole proprietorship, organization, association,
corporation, partnership, joint venture, limited partnership, limited liability partnership, or
limited liability company, including a wholly owned subsidiary, majority -owned subsidiary,
parent company, or affiliate of those entities or business associations that exists to make a profit.
Section 4.14.
Code.
r F of Chapter_2252 0:
The Bank hereby verifies and _warrants that at the time of execution and delivery of this
Agreement neither the Bank nor any wholly owned subsidiary, majority -owned subsidiary,
parent company or affiliate of the Bank (1) engages in business with Iran, Sudan or any foreign
-6-
4132-1038-3661.1
terrorist organization as described in Chapters 806 or 807 of the Texas Government Code or
Subchapter F of Chapter 2252 of the Texas Government Code or (ii) is a company listed by the
Texas Comptroller under Sections 806,051, 807.051 or 2252.153 of the Texas Government
Code. The term "foreign terrorist organization" as used herein has the meaning assigned to such
term in section 2252.151 of the Texas Government Code.
-7-
4132-1038-3661.1
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
CITY OF SANGER, TEXAS -
Mayor
Address: 502 Elm Street
Sanger, Texas 76266
UMB BANK, N.A.
By:
Name:
Title:
Address: 6034 W. Courtyard Drive, Suite 370
Austin, Texas 78730
-8-
4132-1038-3661.1
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
CITY OF SANGER, TEXAS
By:
Mayor
Address: 502 Elm Street
Sanger, Texas 76266
1�
UMB BANK, N.A.
Name:
Title.
Address: 6034 W. Courtyard Drive, Suite 370
Austin, Texas 78730
4132-1038-3661.1
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
CITY OF SANGER, TEXAS
By:
Mayor
�.m . ��Ul,r�-� ��..�
Address: 502 Elm Street
Sanger, Texas 76266
A TTTOT.
UMB BANK, N.A.
By:
Name:
Title:
Address: 6034 W. Courtyard Drive, Suite 370
Austin, Texas 78730
-8-
4132-1038-3661.1
EXHIBIT A
(See Attached)
4132-1038-3661.1
ESCROW AGREEMENT
THIS ESCROW AGREEMENT (this "Escrow Agreement"), dated for convenience as of
April 19, 2021, but effective on the Escrow Funding Date described herein, is made and entered
into by and between the CITY OF SANGER, TEXAS, a political subdivision of the State of Texas
(together with any successor to its duties and functions, the "City"), and IJMB BANK, N.A.,
Austin, Texas, as escrow agent (together with any successor or assign in such capacity, the
"Escrow Agent").
WHEREAS, the City has heretofore issued certain obligations (hereinafter defined as the
"Refunded Obligations") that it desires to refund in advance of their maturities;
WHEREAS, Chapter 1207, Texas Government Code, as amended, authorizes and
empowers the City to issue, sell and deliver refunding bonds payable from ad valorem taxes and
to deposit with a paying agent for any of the Refunded Obligations, or a trust company or
commercial bank that does not act as a depository for the City, from the proceeds of such bonds,
together with any other available funds, an amount sufficient to provide for the payment or
redemption of the Refunded Obligations;
WHEREAS, the governing body of the City has adopted an ordinance (the "Refunding
Bond Ordinance") authorizing the issuance, sale and delivery by the City of its General Obligation
Refunding Bonds, Series 2021, in the aggregate principal amount of $2,855,000 (the "Refunding
Bonds"), for the purpose, among other purposes, of providing the funds necessary to refund the
Refunded Obligations to achieve actual and present value debt service savings to the City;
WHEREAS, to provide for the payment of the Refunded Obligations, the City has provided
for the transfer to the Escrow Agent pursuant to this Escrow Agreement of proceeds of the
Refunding Bonds and other money lawfully available for such purpose; and
WHEREAS, the governing body .of the City has further determined to effectuate the
advance refunding of the Refunded Obligations pursuant to. this Escrow Agreement, under which
provision is made for the safekeeping, investment, reinvestment, administration and disposition of
proceeds of the Refunding Bonds so as to provide firm banking and financial arrangements for the
discharge and final payment of the Refunded Obligations;
NOW, THEREFORE, in consideration of the mutual undertakings, promises and
agreements herein contained, and other good and valuable consideration, the receipt and
sufficiency of which hereby are acknowledged, and in order to secure the full and timely payment
of the principal of and interest on the Refunded Obligations, the City and the Escrow Agent
contract and agree as follows:
4135-6270-5197.1
ARTICLE I.
DEFINITIONS AND INTERPRETATIONS
Section 1.1. Definitions. Unless otherwise expressly provided or unless the context
clearly requires otherwise, the following terms shall have the respective meanings specified below
for all purposes of this Escrow Agreement.
"City" shall mean the City of Sanger, Texas, and any successor to its duties and functions.
"Code" shall mean the Internal Revenue Code of 1986, as amended, and the applicable
regulations thereunder and under the Internal Revenue Code of 1954.
"Escrow Agent" shall mean UMB BANK, N.A., in its capacity as escrow agent hereunder,
and any successor or assign in such capacity.
"Escrow Agreement" shall mean this escrow agreement.
"Escrow Deposit" shall mean the initial deposit into the Escrow Fund, as more particularly
described in Section 2.1.
"Escrow Fund" shall mean the fund created in Section 3.1 of this Escrow Agreement to be
administered by the Escrow Agent pursuant to the provisions of this Escrow Agreement.
"Escrow Funding Date" shall mean the date on which the City deposits with the Escrow
Agent the Escrow Deposit described in Section 2.1, which date shall be no later than May 7, 2021.
"Escrowed Securities" shall mean the Limited Yield Securities and the Open Market
Securities.
"Limited Yield Securities" shall mean the noncallable United States Treasury Obligations -
State and Local Government Series to be initially purchased with proceeds of the Refunding
Bonds, as more fully described in the Report attached hereto, together with all reinvestments of
the proceeds thereof as may be directed in Section 4.2 or permitted in Section 4.3(b.).
"Open Market Securities" shall mean the (i) United States Treasury securities (or other
direct non -callable obligations of the United States, including obligations that are unconditionally
guaranteed by the United States); (ii) noncallable obligations of an agency or instrumentality of
the United States, including obligations that are unconditionally guaranteed or insured by the
agency or instrumentality and that, on the date hereof, are rated as to investment quality by a
nationally recognized investment rating firm not less than AAA or its equivalent; or
(iii) noncallable obligations of a state or an agency or a county, municipality, or other political
subdivision of a state that have been refunded and that, on the date hereof, are rated as to
investment quality by a nationally recognized investment rating firm not less than AAA or its
equivalent, to be purchased in the open market with cash and the proceeds of the Refunding Bonds,
as more fully described in the Report attached hereto, together with all reinvestments of the
proceeds thereof as may be directed in Section 4.2 or permitted in Section 4.3(b), or cash or
obligations substituted therefor& pursuant to Section 4.3(a).
4135-6270-5197.1
"Paying. Agent for the Refunded Obligations" shall mean UMB BANK, N.A. for the
Refunded Obligations.
"Refunded Bond Ordinances" shall mean the City's ordinances authorizing the issuance,
sale and delivery of the Refunded Obligations.
"Refunded Obligations" shall mean the outstanding obligations of the City shown on
Exhibit C hereto.
"Refunding Bonds" shall mean the City's General Obligation Refunding Bonds, Series
2021 dated May 1, 2021, in the initial aggregate principal amount of $2,855,000.
"Report" shall mean the verification report prepared by L Gxo relating to the
advance refunding of the Refunded Obligations, a copy of which is attached hereto as Exhibit B,
and any subsequent verification report required by -Section 4.3.
Section 1.2. Interpretations. The titles and headings of the articles and sections of this
Escrow Agreement 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 the terms hereof. This Escrow
Agreement and all of the terms and provisions hereof shall be liberally construed to effectuate the
purposes set forth herein and to achieve the intended purpose of providing for the refunding of the
Refunded Obligations in accordance with applicable law.
ARTICLE II.
DEPOSIT OF FUNDS AND ESCROWED SECURITIES
Section 2.1. Deposits to Escrow Fund. On the Escrow Funding Date, the City shall
deposit, or cause to be deposited, into the Escrow Fund the Escrow Deposit, consisting of Lite
following:
(a) as the beginning cash balance for the Escrow Fund as shown in the Report,
(b) the initial Limited Yield Securities with a purchase price of $ ;and
(c) the initial Open Market Securities with a purchase price of $
ARTICLE III.
CREATION AND OPERATION OF ESCROW FUND
Section 3.1. Escrow Fund. On the Escrow Funding Date the Escrow Agent will create
in its books a special fund and iiyevocable escrow to be known as the "City of Sanger, Texas
General Obligation Refunding Bonds, Taxable Series 2021B Escrow Fund" (the "Escrow Fund").
n the Escrow Funding Date, the Escrow Deposit described in Secti
Oon 2.1 will be deposited to the
credit of the Escrow Fund. The Escrow Deposit and all proceeds therefiom shall be the property
A the Escrow Fund and shall be applied only in strict conformity with the terms and conditions
3
4135-6270-5197.1
hereof. All Escrowed Securities, all proceeds therefiom and all cash balances from time to time
on deposit in the Escrow Fund are hereby irrevocably pledged to the payment of the principal of,
redemption premium, if any, and interest on the Refunded Obligations, which payment shall be
made by timely transfers to the Paying Agent for the Refunded Obligations of such amounts at
such times as are provided in Section 3.2. When the final transfers have been made to the Paying
Agent for the Refunded Obligations for the payment of such principal of, redemption premium, if
any, and interest on the Refunded Obligations, any balance then remaining in the Escrow Fund
shall be transferred to the City; and the Escrow Agent shall thereupon be discharged from any
further duties hereunder.
Section 3.2. Payment of Principal Redemption Premium, if any, and Interest;
Redemption of Certain Refunded Obligations. (a) The Escrow Agent is hereby irrevocably
instructed to transfer to the Paying Agent for the Refunded Obligations from the cash balance from
time to time on deposit in the Escrow Fund the amounts required to pay the principal of,
redemption premium, if any, and interest on the Refunded Obligations in the amounts and at the
times shown in the Report; provided, however, that funds transferred to the Escrow Fund from the
interest and sinking fund for the Refunded Obligations and, all investment earnings thereon shall
be used for the payment of the principal of, redemption premium, if any, and interest on the
Refunded Obligations prior to the use of proceeds of the Refunding Bonds for such purpose.
(b) Except for amounts transferred to the Paying Agent for the Refunded Obligations
pursuant to Section 3.2(a) and to th&City pursuant to Section 4.2, the Escrow Agent agrees that it
shall never make any withdrawals from the Escrow Fund or assert any claims, liens or charges
against the Escrow Fund.
Section 3.3. Sufficiency of Escrow Fund. The City represents (based upon the Report)
that the successive receipts of the principal of and interest on the Escrowed Securities will assure
that the cash balance on deposit from time to time in the EscrowFund will be at all times sufficient
to provide money for transfer to the Paying Agent for the Refunded Obligations at the times and
in the amounts required to pay the interest on the Refunded Obligations as such interest comes due
and to pay the principal of, redemption premium, if any, and interest on the Refunded Obligations
as the Refunded Obligations mature or are called for redemption, all as more fully set forth in the
Report. If, for any reason, at any time, the cash balances on deposit or scheduled to be on deposit
in the Escrow Fund shall be insufficient to transfer the amounts required by the Paying Agent for
the Refunded Obligations to make the payments set forth in Section 3.2, the City shall timely
deposit into the Escrow Fund, fiom lawfully available funds, additional funds in the amounts
required to make such payments. Notice of any such insufficiency shall be given promptly by the
Escrow Agent to the City as hereinafter provided, but the Escrow Agent shall not in any manner
be responsible for any insufficiency of funds in the Escrow Fund or the City's failure to make
additional deposits thereto.
Section 3.4. Trust Fund. The Escrow Agent at all times shall hold the Escrow Fund, the
Escrowed Securities and all other assets of the Escrow Fund wholly segregated from all other funds
and securities on deposit with the Escrow Agent; it shall never allow the Escrowed Securities or
any other assets of the Escrow Fund to be commingled with'any other funds or securities of the
Escrow Agent; and it shall hold and dispose of the assets of the Escrow Fund only as set forth
herein. The Escrowed Securities and other assets of the Escrow Fund always shall be maintained
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4135-6270-5197.1
by the Escrow Agent for the benefit of the holders of the Refunded Obligations; and a special
account evidencing such fact shall be maintained at all times on the books of the Escrow Agent.
The holders of the Refunded Obligations shall be entitled to the same preferred claim and first lien
upon the Escrowed Securities, the proceeds thereof and all other assets of the Escrow Fund to
which they are entitled as holders of the Refunded Obligations. The amounts received by the
Escrow Agent under this Escrow Agreement shall not be considered as a banking deposit by the
City, and the Escrow Agent shall have no right or title with respect thereto except as escrow agent
under the terms hereof. The amounts received by the Escrow Agent hereunder shall not be subj ect
to warrants, drafts or checks drawn by the City or, except to the extent expressly herein provided,
by the Paying Agent for the Refunded Obligations.
Section 3.5. Securityfor Cash Balances. Cash balances from time to time on deposit in
the Escrow Fund, to the extent not insured by the Federal Deposit Insurance Corporation or its
successor, shall be continuously secured by a pledge of direct obligations of, or obligations
uncoriditionally guaranteed by, the United States of America, having a market value at least equal
to such cash balances.
ARTICLE IV.
LIMITATION ON INVESTMENTS
Section 4.1. General. Except as herein otherwise expressly provided, the Escrow Agent
shall not have any power or duty to invest any money held hereunder, to make substitutions of the
Escrowed Securities or to sell, transfer or otherwise dispose of the Escrowed Securities.
Section 4.2. Reinvestment of Proceeds of Escrowed Securities. In accordance with the
written instruction of the City, the Escrow Agent is hereby authorized and directed to reinvest
proceeds of the Escrowed Securities which are attributable to amounts received as principal of or
interest on the Escrowed Securities and which are not immediately needed to pay the Refunded
Obligations in direct obligations of the United States of America, i.e., United States Treasury
Bonds, Bills and Notes, in the amounts, and maturing and bearing interest, all as set out in the
Report. The City hereby designates and appoints the Escrow Agent as its agent and duly
authorized representative for purposes of subscribing for and purchasing such obligations, all of
which shall constitute Escrowed Securities. Any income or increment earned from such
reinvestment remaining after final payment of the Refunded Obligations shall be promptly
transferred to the City.
Section 4.3. Substitution of Securities. (a) Concurrently with the sale and delivery of
the Refunding Bonds, the City may, upon compliance with the conditions stated in subsection (c)
of this Section 4.3, at its option, substitute cash or non -interest bearing obligations of the United
States Treasury (i.e., Treasury obligations which mature and are payable in a stated amount on the
maturity date thereof and for which there are no payments other than the payment made on the
maturity date) for non -interest bearing Open Market Securities listed in the Report, but only if such
cash and/or substituted non interest bearing direct obligations, of the United States Treasury:
(i) are in an amount, and/or mature in an amount, which, together with any cash
substituted for such obligations, is equal to or greater than the amount payable on
4135-6270-5197.1
the maturity date of the obligation listed in the Report for which such obligation is
substituted, and
mature on or before the maturity date of the obligation listed m the Report for which
such obligation is substituted.
The City may at any time substitute any Open Marlcet Securities which, as permitted by the
preceding sentence, were not deposited to the credit of the Escrow Fund, for the cash and/or
obligations that were substituted concurrently with the sale and delivery of the Refunding Bonds
for such Open Market Securities.
(b) At the written request of the City, and upon compliance with the conditions hereinafter
stated in subsection (c) of this Section 4.3, the Escrow Agent shall sell, transfer, otherwise dispose
of or request the redemption of all or any portion of the Escrowed Securities and apply the proceeds
therefrom to purchase Refunded Obligations or direct obligations of, or obligations the principal
A and interest on which are unconditionally guaranteed by, the United States of America which
do not permit the redemption thereof at the option of the obligor.
(c) Any such transaction described in subsections (a) and (b) of this Section 4.3 may be
affected by the Escrow Agent only if (1) the Escrow Agent shall have received a written opinion
from a recognized firm of certified public accountants that such transaction will not cause the
amount of money and securities in the Escrow Fund to be reduced below an amount which will be
sufficient, when added to the interest to accrue thereon, to provide for the payment of principal of,
redemption premium, if any, and interest on the remaining Refunded Obligations as they become
due, and (2) the Escrow Agent shall have received the unqualified written legal opinion of
nationally recognized bond counsel or tax counsel acceptable to the City and the Escrow Agent to
the* effect that (a) such transaction will not cause any of the Refunded Obligations or Refunding
Bonds to be an "arbitrage bond" within the meaning of the Code and (b) that such transaction
complies with the Constitution and laws of the State of Texas and with all relevant documents
relating to the issuance of the Refunded Obligations and the Refunding Bonds.
Section 4.4. Arbitrage. The City hereby covenants and agrees that it shall never request
the Escrow Agent to exercise any power hereunder or perrnit any part of the money in the Escrow
Fund or proceeds from the sale of Escrowed Securities to be. used directly or indirectly to acquire
any securities or obligations if the exercise of such power or the acquisition of such securities or
obligations would cause any Refunding Bond to be an "arbitrage bond" within the meaning of the
Code.
ARTICLE V.
RECORDS AND REPORTS
Section 5.1. Records. The Escrow Agent shall keep books of record and account in
which complete and correct entries shall be made of all transactions relating to the receipt,
disbursement, allocation and application of the money and Escrowed Securities deposited to the
Escrow Fund and all proceeds thereof, and such books shall be available for inspection at
C
4135-6270-5197.1
reasonable hours and under reasonable conditions by the City and the holders of the Refunded
Obligations.
Section 5.2. Reports. For the period beginning on the Escrow Funding Date and ending
on December 31, 2021, and for each twelve (12) month period thereafter while this Agreement
remains in effect, the Escrow Agent shall prepare and send to the City within thirty (30) days
following the end of such period a written report summarizing all transactions relating to the
Escrow Fund during such period, including, without limitation, credits to the Escrow Fund as a
result of interest payments on or maturities of the Escrowed Securities and transfers from the
Escrow Fund to the Paying Agent for the Refunded Obligations or otherwise, together with a
detailed statement of all Escrowed Securities and the cash balance on deposit in the Escrow Fund
as of the end of such period.
ARTICLE VI.
CONCERNING THE ESCROW AGENT
Section 6.1. Representations of Escrow Agent. UMB BANK, N.A. hereby represents
that it is (a) either (1) a Paying Agent for the Refunded Obligations or (it) a trust company or
commercial bank that does not act as a depository for the City and (b) that it has all necessary
power and authority to enter into this Escrow Agreement and undertake the obligations and
responsibilities imposed upon it herein and that it will carry out all of its obligations hereunder.
The Escrow Agent also serves as the Paying Agent for the Refunded Obligations, and hereby
represents that it has received a copy of the notice of redemption with respect to the Refunded
Obligations agrees that it has sent or will send a copy of such notice of redemption in accordance
with the provisions of the ordinance which authorized the issuance of the Refunded Obligations.
Section 6.2. Limitation on Liability. The liability of the Escrow Agent to transfer funds
to the Paying Agent for the Refunded Obligations for the payments of the principal of, redemption
premium, if any, and interest on the Refunded Obligations shall be limited to the proceeds of the
Escrowed Securities and the cash balances from time to time on deposit in the Escrow Fund.
otwithstanding any provisi
Non contained herein to the contrary, the Escrow Agent shall have no
liability whatsoever for the insufficiency of funds from time to time in the Escrow Fund or any
failure of the obligor of the Escrowed Securities to make timely payment thereon, except for its
obligation to notify the City promptly of any such occurrence.
The recitals herein and in the proceedings authorizing the Refunding Bonds shall be taken
as the statements of the City and shall not be considered as made by, or imposing any obligation
or liability upon, the Escrow Agent. The Escrow Agent is not a party to the Refunding Bond
Ordinance or the Refunded Bond Ordinances and in its capacity as Escrow Agent is not responsible
for or bound by any of the provisions thereof. In its capacity as Escrow Agent, it is agreed that the
Escrow Agent need look only to the terms and provisions of this Escrow Agreement.
The Escrow Agent makes no representation as to the value, condition or sufficiency of the
Escrow Fund, or any part thereof, or as to the title of the City thereto, or as to the secur7ty afforded
thereby or hereby, and the Escrow Agent shall incur no liability or responsibility with respect to
any of such matters.
7
4135-6270-5197.1
It is the intention of the City and the Escrow Agent that the Escrow Agent shall never be
required to use or advance its own funds or otherwise incur personal financial liability in the
performance of any of its duties or the exercise of any of its rights and powers hereunder.
The Escrow Agent shall not be liable for the performance of any duties, except such duties
as are specifically set forth in this Escrow Agreement, and no implied covenants or obligations
shall be read into this Escrow Agreement. Nothing herein contained shall relieve the Escrow Agent
from liability for its own negligent action, negligent failure to act or willful misconduct, except
that this sentence shall not be construed to limit the effect of the immediately preceding sentence.
The Escrow Agent shall not incur any liability for any error of judgment made in good faith by a
responsible officer thereof, unless it shall be proved that it was negligent in ascertaining the
pertinent facts. The Escrow Agent shall be protected in acting upon any notice, resolution, request,
consent, order, certificate, report, opinion, bond or other paper or document believed by it to be
genuine, and to have been signed or presented by the proper party or parties. The Escrow Agent
may consult with counsel, and the opinion of such counsel shall be full and complete authorization
and protection in respect of any action taken or suffered by it in good faith and in accordance
therewith.
Unless it is specifically provided otherwise herein, the Escrow Agent has no duty to
determine or inquire into the happening or occurrence of any event or contingency or the
performance or failure of performance of the City with respect to arrangements or contracts with
others, with the Escrow Agent's sole duty hereunder being to safeguard the Escrow Fund and to
dispose of and deliver the same in accordance with this Escrow Agreement. If, however, the
Escrow Agent is called upon by the terms of this Escrow Agreement to determine the occurrence
of any event or contingency, the Escrow Agent shall be obligated, in making such determination,
only to exercise reasonable care and diligence, and in the event of error in making such
determination the Escrow Agent shall be liable only for its own misconduct or its negligence. In
determining the occurrence of any such event or contingency the Escrow Agent may request from
the City or any other person such reasonable additional evidence as the Escrow Agent in its
discretion may deem necessary to determine any fact relating to the occurrence of such event or
contingency,, and in this connection may make inquiries of, and consult with, the City, among
others, at any time.
The Escrow Agent shall not be liable for any action taken or neglected to be taken by it in
good faith in the exercise of reasonable care and believed by it to be within the discretion or power
conferred upon it by this Escrow Agreement, nor shall the Escrow Agent be responsible for the
consequences of any error of judgment; nor shall the Escrow Agent be answerable, except for its
own neglect or fault, for any loss unless the same shall have been through its negligence or want
A good faith.
In the absence of bad faith, the Escrow Agent may rely conclusively upon the truth,
completeness and accuracy of the statements, certificates, opinions, resolutions and other
documents conforming to the requirements of this Escrow Agreement, and shall not be obligated
to make any independent investigation with respect thereto.
To the full extent permitted by law, the parties agree to indemnify, defend and hold the
Escrow Agent harmless from and against any and all loss, damage, tax, liability and expense that
8
4135-6270-5197.1
may be incurred by the Escrow Agent arising out of or in connection with its acceptance or
appointment as Escrow Agent hereunder, including attorneys' fees and expenses of defending
itself against any claim or liability in connection with its performance hereunder except that the
Escrow Agent shall not be indemnified for any loss, damage, tax, liability, or expense resulting
From its own negligence or willful misconduct.
Section 6.3. Compensation. On the Escrow Funding Date, the City will pay UMB
BANK, N.A. for performing its services as Escrow Agent hereunder and for all expenses incurred
or to be incurred by the Escrow Agent in the administration of this Escrow Agreement, the fees
set out in Exhibit A. If the Escrow Agent is requested to perform any extraordinary services
hereunder, the City hereby agrees to pay. reasonable fees to the Escrow Agent for such
extraordinary services and to reimburse the Escrow Agent for all 'expenses incurred by the Escrow
Agent in performing such extraordinary services. It is expressly provided that the Escrow Agent
shall look only to the City for the payment of such additional fees and reimbursement of such
additional expenses. The Escrow Agent hereby agrees that in no event shall it ever assert any
claim. or lien against the Escrow Fund for any fees for its services, whether regular, additional or
extraordinary, as Escrow Agent, or in any other capacity, or for reimbursement for any of its
expenses.
Section 6.4. Successor Escrow Agents. If at any time the Escrow Agent or its legal
successor or successors should become unable, through operation of law or otherwise, to act as
escrow agent hereunder, or if its property and affairs shall be taken under the control of any state
or federal court or administrative body because of insolvency or bankruptcy or for any other
reason, a vacancy shall forthwith exist in the office of Escrow Agent hereunder. In such event the
City, by appropriate action, shall promptly appoint an Escrow Agent to fill such vacancy. If no
successor Escrow Agent shall have been appointed by the City within 60 days of such vacancy, a
successor may be appointed by the holders of a majority in aggregate principal amount of the
Refunded Obligations then outstanding by an instrument or instruments in writing filed with the
City, signed by such holders or by their duly authorized attorneys. If, , in a proper case, no
appointment of a successor Escrow Agent shall be made pursuant to. the foregoing provisions of
this section within three months after a vacancy shall have occurred, the holder of any Refunded
Obligation then outstanding may apply to any court of competent jurisdiction to appoint a
successor Escrow Agent. Such court may thereupon, after such notice, if any, as it may deem
proper, prescribe and appoint a successor Escrow Agent.
Any successor Escrow Agent shall be qualified to act in such capacity under Chapter 1207,
Texas Government Code, as amended, and shall be a corporation organized and doing business
under the laws of the United States or the State of Texas, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least $50,000,000 and subject
to supervision or examination by federal or state authority.
Any successor Escrow Agent shall execute, acknowledge and deliver to the City and the
Escrow Agent an instrument accepting such appointment hereunder, and the Escrow Agent shall
execute and deliver an instrument transferring to such successor Escrow Agent, subj ect to the terms
of this Agreement, all the rights, powers and trusts of the Escrow Agent hereunder.. Upon the
request of any such successor Escrow Agent, the City shall execute any and all instruments in
writing for more fully and certainly vesting in and confirming to such successor Escrow Agent all
9
4135-6270-5197.1
such rights, powers and duties. The Escrow Agent shall pay over to its successor Escrow Agent a
proportional part of the Escrow Agent's fee paid hereunder.
The Escrow Agent at the time acting hereunder may at any time resign and be discharged
from the escrow hereby created by giving not less than sixty (60) days' written notice to the City
specifying the date when such resignation will take effect. No such resignation shall take effect
unless a successor Escrow Agent shall have been appointed by the holders of the Refunded
Obligations or by the City as herein provided and such successor Escrow Agent shall have accepted
such appointment, in which event such resignation shall take effect immediately upon the
appointment and acceptance of a successor Escrow Agent.
The Escrow Agent may be removed at any time by an inshument or concurrent instruments
in writing delivered to the Escrow Agent and to the City and signed by the holders of a majority
in aggregate principal amount of the Refunded Obligations then outstanding.
ARTICLE VII.
MISCELLANEOUS
Section 7.1. Notices. Any notice, authorization, request or demand required or
permitted to be given hereunder shall be made or given in writing and shall be deemed to have
been duly given when mailed by registered or certified mail, postage prepaid, addressed as follows:
To the Escrow Agent:
UMB BANK, N.A.
6034 W. Courtyard Drive, Suite 370
Austin, Texas 78730
Attention: Corporate Trust Services
To the City:
City of Sanger, Texas
502 Elm Street
Sanger, Texas 76266
Attention: City Manager
The United States Post Office registered or certified mail receipt showing delivery of the
aforesaid shall be conclusive evidence of the date and fact of delivery. Either parry hereto may
change the address to which notices are to be delivered by giving to the other party not less than
ten (10) days' prior written notice thereof.
Section 7.2. Termination of Responsibilities. Upon the taking by the Escrow Agent of
all the actions as described herein, the Escrow Agent shall have no further obligations or
responsibilities hereunder to the City, the holders of the Refunded Obligations or to any other
person or persons in connection with this Escrow Agreement:
Section 7.3. Binding Agreement; Amendment. This Escrow Agreement shall be binding
upon the City and the Escrow Agent and their respective successors and legal representatives and
10
4135-6270-5197.1
shall inure solely to the benefit of the holders of the Refunded Obligations, the City, the Escrow
Agent and their respective successors and legal representatives. This Escrow Agreement shall not
be subject to amendment without the written consent of the holders of all Refunded Obligations
then outstanding.
Section I A. Severabilm. If any one or more of the provisions contained in this Escrow
Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provision of this Escrow
Agreement, but this Escrow Agreement shall be construed as if such invalid or illegal or
unenforceable provision had never been contained herein.
Section 7.5. Governing Law. This Escrow Agreement shall be governed exclusively by
the provisions hereof and by the applicable laws of the State of Texas.
Section 7.6. Time of Essence. Time shall be of the essence in the performance of
obligations from time to time imposed upon the Escrow Agent by this Escrow Agreement.
Section 7.7. No Boycott Israel. To the extent this Agreement is a contract for goods or
services within the meaning of Section 2271.002 of the Texas Government Code, as amended, the
Bank hereby verifies that the Bank does not boycott Israel and will not boycott Israel through the
term of this Agreement. For purposes of this verification, "boycott Israel" means refusing to deal
with, terminating business activities with, or otherwise taking any action that is intended to
penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with
a person or entity doing business in Israel or in an Israeli -controlled territory, but does not include
an action made for ordinary business purposes. The Bank is a company as defined in Section
808.001(2) of the Texas Government Code, which means a for profit sole proprietorship,
organization, association; corporation, partnership, joint venture, limited partnership, limited
liability partnership, or limited liability company, including a wholly owned subsidiary, majority -
owned subsidiary, parent company, or affiliate of those entities or business associations that exists
to make a profit.
Section 7.8. Compliance with Subchapter F of Chapter 2252 of the Texas Government
Code. The Bank hereby verifies and warrants that at the time of execution and delivery of this
Agreement neither the Bank nor any wholly owned subsidiary, majority -owned subsidiary, parent
company or affiliate of the Bank (i) engages in business with Iran, Sudan or any foreign terrorist
organization as described in Chapters 806 or 807 of the Texas Government Code or Subchapter F
A Chapter 2252 of the Texas Government Code or (ii) is a company listed by the Texas
Comptroller under Sections 806,051, 807.051 or 2252.153 of the Texas Government Code. The
term "foreign terrorist organization" as used herein has the meaning assigned to such term in
section 2252.151 of the Texas Government Code.
it
4135-6270-5197.1
EXECUTED as of the date first written above, but effective as set forth herein.
CITY OF SANGER, TEXAS
Mayor
ATTEST:
UMB BANK, N.A.
Name:
Title:
lyee--I
S-1
4135-6270-5197.1