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05-12-21-Ordinance-General Obligation Refunding Bonds Taxable Series 2021B-04/19/2021
4131-2649-7581.2 CITY OF SANGER, TEXAS $2,830,000 GENERAL OBLIGATION REFUNDING BONDS TAXABLE SERIES 2021B INDEX OF DOCUMENTS BOND PROCEEDINGS AND DOCUMENTS Ordinance Authorizing Issuance of the Bonds (with Certificate) 1 Pricing Officer’s Certificate 2 Bond Purchase Agreement 3 Preliminary Official Statement 4 Official Statement 5 Paying Agent/Registrar Agreement 6 Escrow Agreement and Incumbency Certificate of Escrow Agent 7 Incumbency Certificate of Paying Agent 8 General Certificate 9 Signature Authorization and No-Litigation Certificate 10 Federal Tax Certificate and Form 8038-G 11 Issuer’s Closing Certificate 12 Tax Certificate and Agreement 13 IRS Form 8038-G 14 Opinion of Bond Counsel 15 Supplemental Opinion of Bond Counsel 16 Opinion of Underwriter’s Counsel 17 Opinion of Attorney General of Texas with Certificate of 18 Comptroller of Public Accounts Order Authorizing Issuance of Refunded Bonds - Series 2013 19 24131-2649-7581.2 Bond Review Board Questionnaire 20 Initial Bond 21 Notice of Redemption – 2013 22 Verification Report 23 AG/Comptroller Letter 24 Specimen Definitive Bond 25 Closing Memorandum 26 4136-9836-5741.2 CERTIFICATE 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 Tem Marissa Barrett Councilmember, Place 1 Dennis Dillon Councilmember, Place 3 Allen Chick Councilmember, Place 4 David Clark Councilmember, Place 5 and all of such persons were present, 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: 5 NAYS: 0 ABSTENTIONS: 0 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 and members of the City Council was duly and sufficiently notified officially and personally, in advance, of the date, hour, place and subject of the aforesaid meeting, and that the Ordinance would be introduced and considered for adoption at such meeting, and each of such officers and members consented, in advance, to the holding of such meeting for such purpose; that such meeting was open to the public as required by law; and that public notice of the date, hour, place and subject of such meeting was given as required by the Open Meetings Law, Chapter 551, Texas Government Code. SIGNED this April 19, 2021. 4Lly U1 OUlIgUL, 1 uxab 2 4136-9836-5741.1 4148-7174-6349.2 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 “Refunded Obligations”). (b)The City is authorized by Chapter 1207, Texas Government Code, as amended, to issue refunding bonds for the purpose of refunding all of the Refunded Obligations (hereinafter defined as the “Refunded Obligations”). (c)The City desires to refund the Refunded Obligations in advance of their maturities, which will benefit the City by reducing total net present value debt service. (d)The City is authorized by Chapter 1207, Texas Government Code, as amended, to accomplish such refunding by depositing directly with a trust company or commercial bank that does not serve as a depository for the City or with any place of payment for the Refunded Obligations, proceeds from the sale of such refunding bonds, together with any other available funds, in an amount sufficient to provide for the payment or redemption of the Refunded Obligations, and pursuant to such chapter such deposit shall constitute the making of firm banking and financial arrangements for the discharge and final payment or redemption of the Refunded Obligations; (e)The City desires, as authorized in Chapter 1207, Texas Government Code, as amended, to directly deposit a portion of the proceeds of the refunding bonds herein authorized, together with any other available funds, with the paying agent/registrar for the Refunded Obligations in a manner sufficient to provide for the full and timely payment of all principal of, premium, if any, and interest on certain of the Refunded Obligations; and 2 4148-7174-6349.2 (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)The City Council hereby finds and declares a public purpose and that it is in the best interest of the City to refund the Refunded Obligations and deems it advisable to refund the Refunded Obligations in order to obtain a gross debt service savings of $291,987.97 and a net present value debt service savings of $263,316.17; and (h)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 (i)It is hereby found and determined that the refunding 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 (j)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 II. 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. 3 4148-7174-6349.2 “City” shall mean the City of Sanger, Texas and, where appropriate, its City Council. “City Council” shall mean the governing body of the City. “Comptroller” shall mean the Comptroller of Public Accounts of the State of Texas. “DTC” shall mean The Depository Trust Company, New York, New York, or any successor securities depository. “DTC Participant” shall mean brokers and dealers, banks, trust companies, clearing corporations and certain other organizations on whose behalf DTC was created to hold securities to facilitate the clearance and settlement of securities transactions among DTC Participants. “Debt Service Fund” shall mean the General Obligation Refunding Bonds, 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 approved by the City. “Fiscal Year” shall mean the City’s then designated fiscal year, which currently is the twelve-month period beginning on the first day of October of a calendar year and ending on the last day of September of the next succeeding calendar year and each such period may be designated with the number of the calendar year in which such period ends. “Interest Payment Date,” when used in connection with any Bond, shall mean August 1, 2021, and each February 1 and August 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. 4 4148-7174-6349.2 “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. “Refunded Obligations” shall mean those bonds identified in Exhibit C hereto that are Outstanding on the date of execution of the Bond Purchase Agreement. “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, Purpose and Authorization. (a) The Bonds shall be issued in fully registered form, without coupons, under and pursuant to the authority of the Act in the total authorized aggregate principal amount of TWO MILLION EIGHT HUNDRED THIRTY THOUSAND DOLLARS ($2,830,000) 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. 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 May 1, 2021 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. 5 4148-7174-6349.2 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 set forth below 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 Number Maturity (8/1) Principal Amount Interest Rate R-1 2022 $ 55,000 0.250% R-2 2023 55,000 0.350 R-3 2024 260,000 0.570 R-4 2025 255,000 0.870 R-5 2026 260,000 1.120 R-6 2027 265,000 1.420 R-7 2028 265,000 1.570 R-8 2029 275,000 1.830 R-9 2030 275,000 1.930 R-10 2031 285,000 1.980 R-11 2032 290,000 2.100 R-12 2033 290,000 2.130 Section 3.4.:Redemption Prior to Maturity. (a) The Bonds maturing on and after August 1, 2032 are subject to redemption prior to maturity, at the option of the City, in whole or in part, on August 1, 2031, or any date thereafter, at par plus accrued 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 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 provisions of this Ordinance, shall authenticate and deliver in exchange therefor a Bond or Bonds of like maturity and interest rate in an aggregate principal amount equal to the unredeemed portion of the Bond so surrendered. (c) Notice of any redemption, identifying the Bonds or portions thereof to be redeemed, shall be sent by United States mail, first class, postage prepaid, to the Registered Owners thereof at their addresses as shown on the Register, not less than thirty (30) days before the date fixed for such redemption. By the date fixed for redemption, due provision shall be made with the Paying Agent/Registrar for the payment of the redemption price of the Bonds 6 4148-7174-6349.2 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. 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. 7 4148-7174-6349.2 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 require the Registered Owner of any Bond to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the transfer or exchange of such Bond. Any fee or charge of the Paying Agent/Registrar for such transfer or exchange shall be paid by the City. Section 3.9.:Book-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 responsibility or obligation with respect to (a) the accuracy of the 8 4148-7174-6349.2 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 beneficial owners of the Bonds that they be able to obtain certificated Bonds, the City or the Paying Agent/Registrar shall (a) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC of the appointment of such successor securities depository and transfer one or more separate Bonds to such successor securities depository or (b) notify DTC of the availability through DTC of Bonds and transfer one or more separate Bonds to DTC Participants having Bonds credited to their DTC accounts. In such event, the Bonds shall no longer be restricted to being registered in the Register in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names Bondholders transferring or exchanging Bonds shall designate, in accordance with the provisions of this Ordinance. Section 3.10.:Replacement Bonds. Upon the presentation and surrender to the Paying Agent/Registrar of a damaged or mutilated Bond, the Paying Agent/Registrar shall authenticate and deliver in exchange therefor a replacement Bond, of the same maturity, interest rate and principal amount, bearing a number not contemporaneously outstanding. The City or the Paying Agent/Registrar may require the Registered Owner of such Bond to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection 9 4148-7174-6349.2 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 in 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. 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. 10 4148-7174-6349.2 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 Levy of Taxes. (a) To provide for the payment of principal of and interest on the Bonds, there is hereby levied, within the limits prescribed by law, for the current year and each succeeding year thereafter, while the Bonds or any part of the principal thereof and the interest thereon remain outstanding and unpaid, an ad valorem tax upon all taxable property within the City sufficient to pay the interest on the Bonds and to create and provide a sinking fund of not less than 2% of the principal amount of the Bonds or not less than the principal payable out of such tax, whichever is greater, with full allowance being made for tax delinquencies and the costs of tax collection, and such taxes, when collected, shall be applied to the payment of principal of and interest on the Bonds by deposit to the Debt Service Fund and to no other purpose. (b)The City hereby declares its purpose and intent to provide and levy a tax legally sufficient to pay the principal of and interest on the Bonds, it having been determined that the existing and available taxing authority of the City for such purpose is adequate to permit a legally sufficient tax. As long as any Bonds remain outstanding, all moneys on deposit in, or credited to, the Debt Service Fund shall be secured by a pledge of security, as provided by law for cities in the State of Texas. (c)To pay the interest coming due on the Bonds prior to receipt of the taxes levied to pay such interest, there is hereby appropriated from current funds on hand, which are hereby certified to be on hand and available for such purpose, an amount sufficient to pay such interest, and such amount shall be used for no other purpose. Section 5.2.:Debt Service Fund. The General Obligation Refunding Bonds, 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 maintain such fund at an official City depository and shall keep such fund separate and apart from all other funds and accounts of the City. Any amount on deposit in the Debt Service Fund shall be maintained by the City in trust for the Registered Owners of the Bonds. Such amount, plus any other amounts deposited by the City into such fund and any and all investment earnings on amounts on deposit in such fund, shall be used only to pay the principal of, premium, if any, and interest on the Bonds. 11 4148-7174-6349.2 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 6.1.:Acceptance. The Paying Agent/Registrar is hereby appointed as the initial Paying Agent/Registrar for the Bonds pursuant to the terms and provisions of the Paying Agent/Registrar Agreement by and between the City and the Paying Agent/Registrar. The Paying Agent/Registrar Agreement shall be substantially in the form attached hereto as Exhibit B, the terms and provisions of which are hereby approved, and the Mayor is hereby authorized to execute and deliver such Paying Agent/Registrar Agreement on behalf of the City in multiple counterparts and the City Secretary is hereby authorized to attest thereto. Such initial Paying Agent/Registrar and any successor Paying Agent/Registrar, by undertaking the performance of the duties of the Paying Agent/Registrar hereunder, and in consideration of the payment of any fees pursuant to the terms of any contract between the Paying Agent/Registrar and the City and/or the deposits of money pursuant to this Ordinance, shall be deemed to accept and agree to abide by the terms of this Ordinance. Section 6.2.:Trust Funds. All money transferred to the Paying Agent/Registrar in its capacity as Paying Agent/Registrar for the Bonds under this Ordinance (except any sums representing Paying Agent/Registrar’s fees) shall be held in trust for the benefit of the City, shall be the property of the City and shall be disbursed in accordance with this Ordinance. Section 6.3.:Bonds Presented. Subject to the provisions of Section 6.4, all matured Bonds presented to the Paying Agent/Registrar for payment shall be paid without the necessity of further instructions from the City. Such Bonds shall be canceled as provided herein. Section 6.4.:Unclaimed Funds Held by the Paying Agent/Registrar. Funds held by the Paying Agent/Registrar that represent principal of and interest on the Bonds remaining unclaimed by the Registered Owner thereof after the expiration of three years from the date such funds have become due and payable (a) shall be reported and disposed of by the Paying Agent/Registrar in accordance with the provisions of Title 6 of the Texas Property Code, as amended, to the extent such provisions are applicable to such funds, or (b) to the extent such provisions do not apply to the funds, such funds shall be paid by the Paying Agent/Registrar to the City upon receipt by the Paying Agent/Registrar of a written request therefor from the City. The Paying Agent/Registrar shall have no liability to the Registered Owners of the Bonds by virtue of actions taken in compliance with this Section. 12 4148-7174-6349.2 Section 6.5.:Paying Agent/Registrar May Own Bonds. The Paying Agent/Registrar in its individual or any other capacity, may become the owner or pledgee of Bonds with the same rights it would have if it were not the Paying Agent/Registrar. Section 6.6.:Successor Paying Agents/Registrars. The City covenants that at all times while any Bonds are Outstanding it will provide a legally qualified bank, trust company, financial institution or other agency to act as Paying Agent/Registrar for the Bonds. The City reserves the right to change the Paying Agent/Registrar for the Bonds on not less than sixty (60) days’ written notice to the Paying Agent/Registrar, as long as any such notice is effective not less 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 $2,806,038.14 (representing the par value thereof less an underwriting discount of $23,961.86), in accordance with the terms of and conditions in the Bond Purchase Agreement. The Bond Purchase Agreement, substantially in the form presented to the City Council, 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 are hereby authorized to do any and all things necessary or desirable to satisfy the conditions set out therein and to provide for the 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 13 4148-7174-6349.2 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. 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) in the amount of $2,791,629.94 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; (c)An amount equal to $43,080.00 costs of issuance of the Bonds shall be applied to pay costs of issuance of the Bonds; and (d)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 14 4148-7174-6349.2 approved, 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 officials of the City are 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. The City hereby authorizes and directs that the Refunded Obligations shall be called for redemption prior to maturity in the amounts, on the dates and at the redemption prices set forth in such notice. 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 VIII. CONTINUING DISCLOSURE UNDERTAKING Section 8.1.:Continuing Disclosure Undertaking. The City shall provide annually to the MSRB, within six (6) months after the end of each fiscal year and in an electronic format prescribed by the MSRB and available via the Electronic Municipal Market Access (“EMMA”) system at www.emma.msrb.org, financial information and operating data of the general type included in APPENDIX A - Financial Information for the City in Tables 1 through 11, 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. 15 4148-7174-6349.2 If the City changes its Fiscal Year, it will notify the MSRB of the change (and of the date of the new fiscal year end) prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Article. The financial information and operating data to be provided pursuant to this Article may be set forth in full in one or more documents or may be included by specific reference to documents (i) available to the public on the MSRB’s internet web site or (ii) filed with the SEC. Section 8.2.:Material Event Notices. The City shall notify the MSRB in an electronic format prescribed by the MSRB, in a timely manner (not in excess of ten (10) days after the occurrence of the event), of any of the following events with respect to the Bonds: (i) Principal and interest payment delinquencies; (ii) Non-payment related defaults, if material; (iii) Unscheduled draws on debt service reserves reflecting financial difficulties; (iv) Unscheduled draws on credit enhancements reflecting financial difficulties; (v) Substitution of credit or liquidity providers or their failure to perform; (vi) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; (vii) Modifications to rights of holders of the Bonds, if material; (viii) Bond calls, if material, and tender offers; (ix) Defeasances; (x) Release, substitution, or sale of property securing repayment of the Bonds, if material; (xi) Rating changes; (xii) Bankruptcy, insolvency, receivership or similar event of the City; (xiii) The consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of the assets of the City, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (xiv) Appointment of a successor or additional trustee or the change of name of a trustee, if material; (xv) Incurrence of a financial obligation of the City, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the City, any of which affect security holders, if material; and (xvi) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the City. 16 4148-7174-6349.2 The City shall notify the MSRB in an electronic form prescribed by the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with Section 8.1 of this Ordinance by the time required by such Section. Section 8.3.:Identifying Information. All documents provided to the MSRB shall be accompanied by identifying information, as prescribed by the MSRB. Section 8.4.:Limitations, Disclaimers and Amendments. The City shall be obligated to observe and perform the covenants specified in this Article for so long as, but only for so long as, the City remains an “obligated person” with respect to the Bonds within the meaning of the Rule, except that the City in any event will give the notice required by this Article of any Bond calls and defeasance that cause the City to be no longer such an “obligated person.” The provisions of this Article are for the sole benefit of the Holders and beneficial owners of the Bonds, and nothing in this Article, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, principal statements, and notices which it has expressly agreed to provide pursuant to this Article and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City’s financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Article or otherwise, except expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS ARTICLE, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the City in observing or performing its obligations under this Article shall constitute a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Article is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities law. The provisions of this Section may be amended by the City from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City, but only if (1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or 17 4148-7174-6349.2 sell the Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a) the Registered Owners of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the Outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the Registered Owners and beneficial owners of the Bonds. If the City so amends the provisions of this Section, it shall include with any amended financial information or operating data next provided in accordance with this Section an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. The City may also amend or repeal the provisions of this Section if the SEC amends or repeals the applicable provisions of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, and the City also may amend the provisions of this Section in its discretion in any other manner or circumstance, but in any case only if and to the extent that the provisions of this sentence would not have prevented an underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds, giving effect to (a) such provisions as so amended and (b) any amendments or interpretations of the Rule. 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. MISCELLANEOUS Section 9.1.:Defeasance. The City may defease the provisions of this Ordinance and discharge its obligations to the Registered Owners of any or all of the Bonds to pay the principal of and interest thereon in any manner now or hereafter permitted by law, including by depositing with the Paying Agent/Registrar, a trust company or commercial bank other than the Paying Agent/Registrar, or with the Comptroller of Public Accounts of the State of Texas either: (a)cash in an amount equal to the principal amount of such Bonds plus interest thereon to the date of maturity or earlier redemption; or (b)pursuant to an 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 18 4148-7174-6349.2 (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. Section 9.2.:Legal Holidays. In any case where the date interest accrues and becomes payable on the Bonds or principal of the Bonds matures or a Record Date shall be in the City a Saturday, Sunday, legal holiday or a day on which banking institutions are authorized by law to close, then payment of interest or principal need not be made on such date, or the Record Date shall not occur on such date, but payment may be made or the Record Date shall occur on the next succeeding day which is not in the City a Saturday, Sunday, legal holiday or a day on which banking institutions are authorized by law to close with the same force and effect as if (i) made on the date of maturity and no interest shall accrue for the period from the date of maturity to the date of actual payment or (ii) the Record Date had occurred on the last day of that calendar month. Section 9.3.:No Recourse Against City Officials. No recourse shall be had for the payment of principal of or interest on any Bonds or for any claim based thereon or on this Ordinance against any official of the City or any person executing any Bonds. Section 9.4.:Further Proceedings. The Mayor, City Secretary and other appropriate officials of the City are hereby authorized and directed to do any and all things necessary and/or convenient to carry out the terms of this Ordinance. The Mayor, City Secretary and other appropriate officials of the City are each hereby authorized to execute and attest to such other agreements, assignments, bonds, certificates, contracts, documents, licenses, instruments, releases, financing statements, letters of instruction, notices of acceptance, notices of final payment, written requests and other documents, and to take all actions and to do all things whether or not mentioned herein, as may be necessary or convenient to carry out or assist in carrying out the purposes of this Ordinance and the Bonds. Section 9.5.:Severability. If any Section, paragraph, clause or provision of this Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such Section, paragraph, clause or provision shall not affect any of the remaining provisions of this Ordinance. 19 4148-7174-6349.2 Section 9.6.:Open Meeting. It is hereby found, determined and declared that a sufficient written notice of the date, hour, place and subject of the meeting of the City Council at which this Ordinance was adopted was posted at a place convenient and readily accessible at all times to the general public at City Hall for the time required by law preceding this meeting, as required by the Open Meetings Law, Chapter 551, Texas Government Code, and that this meeting has been open to the public as required by law at all times during which this Ordinance and the subject matter thereof has been discussed, considered and formally acted upon. The City Council further ratifies, approves and confirms such written notice and the contents and posting thereof. Section 9.7.:Repealer. All orders, resolutions and ordinances, or parts thereof, inconsistent herewith are hereby repealed to the extent of such inconsistency. Section 9.8.:Effective Date. This Ordinance shall be in force and effect from and after its passage on the date shown below. Section 9.9.:Power to Revise Form of Documents. Notwithstanding any other provision of this Ordinance, the Mayor, City Secretary and other appropriate officials of the City are each hereby authorized to make or approve such revisions, additions, deletions and variations in the form of the documents as, in the judgment of the Mayor, City Secretary and other appropriate officials of the City, and in the opinion of Bond Counsel to the City, as may be necessary or convenient to carry out or assist in carrying out the purposes of this Ordinance, the Preliminary Official Statement, and the final Official Statement; provided, however, that any changes to such documents resulting in substantive amendments to the terms and conditions of the Bonds or such documents shall be subject to the prior approval of the City Council. Section 9.10.:Ordinance a Contract - Amendments. This Ordinance shall constitute a contract with the Registered Owners from time to time, be binding on the City, and shall not be amended or repealed by the City so long as any Bond remains Outstanding except as permitted in this Section. The City may, without the consent of or notice to any Registered Owners, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Registered Owners, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the City may, with the consent of Registered Owners who own in the aggregate 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. Exhibit A-1 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 PRINCIPAL AMOUNT R-___1 $________________ REGISTERED REGISTERED INTEREST RATE2:DATED DATE:MATURITY DATE2:CUSIP2: % May 1, 2021 August 1, 20___ REGISTERED OWNER: PRINCIPAL AMOUNT: 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.3 1 Initial Bond shall be numbered T-1. 2 Omitted from Initial Bond. 3 The first sentence of the initial Certificate shall read as follows: 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 August 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 rate shown above, calculated on a basis of a Exhibit A-2 4136-9836-5741.1 Interest on this Bond is payable on August 1, 2021, and each February 1 and August 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 $2,830,000 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. THE BONDS MATURING on or after August 1, 2032, may be redeemed in whole or in part, on August 1, 2031or 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. 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. NOTICE OF ANY SUCH REDEMPTION, identifying the Bonds or portions thereof to be redeemed, shall be sent by United States mail, first class, postage prepaid, to the Registered Owners thereof at their addresses as shown on the books of registration kept by the Paying Agent/Registrar, not less than thirty (30) days before the date fixed for such redemption. By the date fixed for redemption, due provision shall be made with the Paying Agent/Registrar for the payment of the redemption price of the Bonds called for redemption. If such notice of redemption is given, and if due provision for such payment is made, all as provided above, the Bonds which are to be so redeemed thereby automatically shall be redeemed prior to their scheduled maturities, they shall not bear interest after the date fixed for redemption, and they 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 Exhibit A-3 4136-9836-5741.1 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 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. Exhibit A-4 4136-9836-5741.1 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 * * * 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 ________________. (SEAL) Comptroller of Public Accounts of the State of Texas * * * Exhibit A-5 4136-9836-5741.1 FORM OF PAYING AGENT/REGISTRAR’S AUTHENTICATION CERTIFICATE The following form of authentication certificate shall be printed on the face of each of the Bonds other than those initially delivered: AUTHENTICATION CERTIFICATE This Bond is one of the Bonds described in and delivered pursuant to the within- mentioned Ordinance; and, except for the Bonds initially delivered, this Bond has been issued in exchange for or replacement of a Bond, Bonds, or a portion of a Bond or Bonds of an issue which originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. _______________________, as Paying Agent/Registrar By: Authorized Signature: Date of Authentication: * * * FORM OF ASSIGNMENT The following form of assignment shall be printed on the back of each of the Bonds: ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (Please print or type name, address and zip code of Transferee) (Please insert Social Security or Taxpayer Identification Number of Transferee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints ________________________________________ attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Exhibit A-6 4136-9836-5741.1 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 B 4136-9836-5741.1 EXHIBIT B FORM OF PAYING AGENT/REGISTRAR AGREEMENT See Tab 6 Exhibit C-1 4136-9836-5741.1 EXHIBIT C SCHEDULE OF REFUNDED 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 Date Interest 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 6LS181202.DOC 1 Purchase Agreement CITY OF SANGER, TEXAS (Denton County, Texas) $2,830,000 GENERAL OBLIGATION REFUNDING BONDS, TAXABLE SERIES 2021B ____________________________________ PURCHASE AGREEMENT ____________________________________ April 19, 2021 Honorable Mayor and Members of the City Council City of Sanger Texas 502 Elm Street. Sanger, Texas 76266 Ladies and Gentlemen: The undersigned, Raymond James & Associates, Inc. (the “Representative”), acting on its own behalf and on behalf of the other underwriters listed on Schedule I hereto (collectively, the “Underwriters”), and not acting as fiduciary or agent for the City of Sanger, Texas (the “Issuer”), offers to enter into the following agreement (this “Agreement”) with the Issuer which, upon the Issuer’s written acceptance of this offer, will be binding upon the Issuer and upon the Underwriters. This offer is made subject to the Issuer’s written acceptance hereof on or before 10:00 p.m., Central Standard Time, on April 19, 2021, and, if not so accepted, will be subject to withdrawal by the Underwriters upon notice as described in Section 9 hereof delivered to the Issuer at any time prior to the acceptance hereof by the Issuer. Terms not otherwise defined in this Agreement shall have the same meanings set forth in the Ordinance (as defined herein) or in the Official Statement (as defined herein). 1.Purchase and Sale of the Bonds. Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriter hereby agrees to purchase from the Issuer, and the Issuer hereby agrees to sell and deliver to the Underwriters, all, but not less than all, of the Issuer’s $2,830,000 General Obligation Refunding Bonds, Taxable Series 2021B (the “Bonds”). The Issuer acknowledges and agrees that (i) the primary role of the Underwriters is to purchase securities for resale to investors in an arm’s length transaction between the Issuer and the Underwriters; (ii) the Underwriters have financial and other interests that differ from those of the Issuer; (iii) the Underwriters are not acting as a municipal advisor, financial advisor or fiduciary to the Issuer and has not assumed any advisory or fiduciary responsibility to Issuer with respect to the transaction contemplated hereby and the discussions, undertakings and procedures 6LS181202.DOC 2 Purchase Agreement leading thereto (irrespective of whether the Underwriters have provided or are currently providing other services to the Issuer on other matters); (iv) the only obligations the Underwriters have to the Issuer with respect to the transaction contemplated hereby expressly are set forth in this Agreement; and (v) the Issuer has consulted its own financial, municipal, legal, accounting, tax and/or other advisors, as applicable, to the extent it deems appropriate. The Issuer hereby acknowledges that the Underwriters have provided to the Issuer prior disclosures regarding their role as underwriters and under Rule G-17 of the Municipal Securities Rulemaking Board (the “MSRB”), which have been received by the Issuer. The Issuer has a municipal advisor in this transaction that has legal fiduciary duties to the Issuer. The principal amount of the Bonds to be issued, the dated date therefor, the maturities, redemption provisions and interest per annum are set forth in Schedule II hereto. The Bonds shall be as described in, and shall be issued and secured under and pursuant to the provisions of the ordinance adopted by the City Council of the Issuer (the “City Council”) on April 19, 2021 (the “Ordinance”). The purchase price for the Bonds shall be $2,806,038.14 (representing the par amount of the Bonds, plus an original issue premium of $0.00 on the Bonds, and less an underwriting discount of $23,961.86), plus no accrued interest. The Bonds are being issued pursuant to the Constitution and the general laws of the State of Texas (the “State”), including particularly Chapter 1207, Texas Government Code, as amended (the “Act”) and in accordance with the provisions of the Ordinance. The Bonds are being issued for the purpose of refunding certain maturities of the Issuer’s currently outstanding indebtedness (the “Refunded Bonds”) for debt service savings and paying the costs of issuing the Bonds. Except to the extent the Underwriters are exempt under Section 2252.908(c)(4) of the Texas Government Code, submitted herewith are completed and notarized Form (s) 1295 generated by the Texas Ethics Commission’s (the “TEC”) electronic filing application in accordance with the provisions of Section 2252.908 of the Texas Government Code and the rules promulgated by the TEC (a “Form 1295”) for the Underwriters which are not exempt under Section 2252.908(c)(4) of the Texas Government Code in connection with the Underwriters’ entry into this Agreement. The Issuer hereby confirms receipt of a Form 1295 from the non- exempt Underwriters subject to Section 2252.908 and agrees to acknowledge such forms with the TEC through its electronic filing application. The Underwriters and the Issuer understand and agree that, with the exception of information identifying the Issuer and the contract identification number, neither the Issuer nor its consultants are responsible for the information contained in the Forms 1295 and neither the Issuer nor its consultants have verified such information. The Underwriters represent that, to the extent this Agreement constitutes a contract for goods or services within the meaning of Section 2271.002 of the Texas Government Code, as amended, solely for purposes of compliance with Chapter 2271 of the Texas Government Code, and subject to applicable federal law, the Underwriters, or any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of the Underwriters, are companies which (i) do not boycott Israel or (ii) will not boycott Israel through the term of this Agreement. 6LS181202.DOC 3 Purchase Agreement The terms “boycott Israel” and “company” as used in this paragraph have the meanings assigned to the terms in Section 808.001 of the Texas Government Code, as amended. The Underwriters hereby represent that neither the Underwriters nor their parent companies, wholly- or majority-owned subsidiaries, and other affiliates, if any, is a company identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government Code, and posted on any of the following pages of such officer’s internet websites: https://comptroller.texas.gov/purchasing/docs/sudan-list.pdf, https://comptroller.texas.gov/purchasing/docs/iran-list.pdf, https://comptroller.texas.gov/purchasing/docs/fto-list.pdf. The foregoing representation is made solely to comply with Section 2252.152, Texas Government Code, and to the extent such Section does not contravene applicable Federal law and excludes the Underwriters and each of their parent companies, wholly- or majority-owned subsidiaries, and other affiliates, if any, that the United States government has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. The Underwriters understand “affiliate” to mean any entity that controls, is controlled by, or is under common control with the respective Underwriter and exists to make a profit. 2.Public Offering. The Underwriters agree to make a bona fide public offering of all of the Bonds at prices not to exceed the public offering prices (or yields not less than the reoffering yields) set forth on the inside cover of the Official Statement and may subsequently change such offering prices or yields without any requirement of prior notice. The Underwriters may offer and sell Bonds to certain dealers (including dealers depositing Bonds into investment trusts) and others at prices lower than the public offering prices stated on page iii of the Official Statement; provided that, in the event any of the Bonds are sold to the public at a price of other than the par amount thereof, on or before the Closing, the Representative shall execute and deliver to Orrick, Herrington & Sutcliffe LLP (“Bond Counsel”) an Issue Price Certificate for the Bonds prepared by Bond Counsel. 3.The Official Statement. (a)The Issuer previously has delivered, or caused to be delivered, copies of the Preliminary Official Statement dated April 15, 2021 (the “Preliminary Official Statement”) to the Underwriters in a “designated electronic format,” as defined in MSRB Rule G-32 (“Rule G-32”). The Issuer will prepare, or cause to be prepared, a final Official Statement relating to the Bonds, which will be (i) dated the date of this Agreement, (ii) complete within the meaning of the United States Securities and Exchange Commission’s Rule 15c2-12, as amended (the “Rule”), (iii) substantially in the form of the most recent version of the Preliminary Official Statement provided to the Underwriters before the execution hereof and (iv) in both a “designated electronic format” consistent with the requirements of Rule G-32 and in a printed format. Such final Official Statement, including the cover page thereto, all exhibits, schedules, appendices, maps, charts, pictures, diagrams, reports, and statements included or 6LS181202.DOC 4 Purchase Agreement incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect to the Bonds, is herein referred to as the “Official Statement.” Until the Official Statement has been prepared and is available for distribution, the Issuer shall provide to the Underwriters sufficient quantities (which may be in electronic form) of the Preliminary Official Statement as the Underwriter deems necessary to satisfy the obligation of the Underwriter under the Rule with respect to distribution to each potential customer, upon request, of a copy of the Preliminary Official Statement. (b)The Preliminary Official Statement has been prepared by the Issuer for use by the Underwriters in connection with the public offering, sale and distribution of the Bonds. The Issuer hereby represents and warrants that the Preliminary Official Statement has been “deemed final” by the Issuer as of its date for purposes of the Rule, except for the omission of such information which is dependent upon the final pricing of the Bonds for completion, all as permitted to be excluded by Section (b)(1) of the Rule. (c)The Issuer ratifies and consents to the use by the Underwriters prior to the date hereof of the Preliminary Official Statement in connection with the public offering of the Bonds. The Issuer shall provide, or cause to be provided, to the Underwriters as soon as practicable after the date of the Issuer’s acceptance of this Agreement (but, in any event, not later than within seven business days after the Issuer’s acceptance of this Agreement and in sufficient time to accompany any confirmation that requests payment from any customer) copies of the Official Statement which is complete as of the date of its delivery to the Underwriter (i) in a “designated electronic format” consistent with the requirements of Rule G-32 and (ii) in a printed format in such quantity as the Underwriter shall request in order for the Underwriter to comply with Section (b)(4) of the Rule and the rules of the MSRB. The Issuer hereby confirms that it does not object to the distribution of the Preliminary Official Statement or the Official Statement in electronic form. (d)If, after the date of this Agreement to and including the date the Underwriter is no longer required to provide an Official Statement to potential customers who request the same pursuant to the Rule (the earlier of (i) ninety (90) days from the “end of the underwriting period” (as defined in the Rule) and (ii) the time when the Official Statement is available to any person from the MSRB, but in no case less than twenty-five (25) days after the “end of the underwriting period” for the Bonds), the Issuer becomes aware of any fact or event which might or would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or if it is necessary to amend or supplement the Official Statement to comply with law, the Issuer will notify the Representative (and for the purposes of this clause provide the Representative with such information as it may from time to time request), and if, in the reasonable opinion of the Representative such fact or event requires preparation and publication of a supplement or amendment to the Official Statement, the Issuer will forthwith prepare and furnish, at the Issuer’s own expense (in a form and manner approved by the Representative, and which approval will not be unreasonably withheld), copies of either amendments or supplements to the 6LS181202.DOC 5 Purchase Agreement Official Statement so that the statements in the Official Statement as so amended and supplemented will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or so that the Official Statement will comply with law; provided, however, that for all purposes of this Agreement and any representation, warranty or covenant made herein, or any certificate delivered by the Issuer in accordance herewith, the Issuer makes no representations with respect to the descriptions in the Preliminary Official Statement or the Official Statement of The Depository Trust Company, New York, New York (“DTC”), or its book-entry-only system. If such notification shall be subsequent to the Closing, the Issuer shall furnish such legal opinions, Bonds, instruments and other documents as the Representative may reasonably deem necessary to evidence the truth and accuracy of such supplement or amendment to the Official Statement. The Issuer shall provide any such amendment or supplement, or cause any such amendment or supplement to be provided, (i) in a “designated electronic format” consistent with the requirements of Rule G-32 and (ii) in a printed format in such quantity as the Representative shall request in order for the Underwriters to comply with Section (b)(4) of the Rule and the rules of the MSRB. (e)The Representative hereby agrees to timely file, or cause to be filed, the Official Statement (and any amendment or supplement to the Official Statement prepared in accordance with Section 3(d) above) with (i) the MSRB or its designee (including the MSRB’s Electronic Municipal Market Access System) or (ii) other repositories approved from time to time by the United States Securities and Exchange Commission (in addition to the filing referred to in clause (i) above). Unless otherwise notified in writing by the Underwriter, the Issuer can assume that the “end of the underwriting period” for purposes of the Rule is the date of the Closing. (f)To the knowledge and belief of the Issuer, the Official Statement contains information, including financial information or operating data, concerning every entity, enterprise, fund, account, or person that is material to an evaluation of the offering of the Bonds. 4.Representations, Warranties , and Covenants of the Issuer. The Issuer hereby represents and warrants to and covenants with the Underwriter that: (a)The Issuer is a political subdivision of the State of Texas (the “State”) and a municipal corporation organized and existing under the laws of the State, and has full legal right, power and authority, and at the date of the Closing will have full legal right, power and authority, under the laws of the State, including particularly Chapter 1207, Texas Government Code, as amended, (the “Act) and the Ordinance (i) to enter into, execute and deliver this Agreement, any escrow or deposit agreement pertaining to the discharge of the Refunded Obligations (the “Escrow Agreement”) with UMB Bank, N.A., Austin, Texas (the “Escrow Agent”) the Bonds and the Continuing Disclosure Undertaking, as defined in Section 6(i)(3) hereof, and all documents required hereunder and thereunder to be executed and delivered by the Issuer (this Agreement, the Escrow Agreement, the Ordinance, the Continuing Disclosure Undertaking and the other documents referred to in this clause are hereinafter referred to as the “Issuer 6LS181202.DOC 6 Purchase Agreement Documents”), (ii) to sell, issue and deliver the Bonds to the Underwriters as provided herein, and (iii) to carry out and consummate the transactions described by the Issuer Documents and the Official Statement; and, the Issuer has complied, and will at the Closing be in compliance in all material respects, with the terms of the Act and the Issuer Documents as they pertain to such transactions. (b)By all necessary official action of the Issuer prior to or concurrently with the acceptance hereof, the Issuer has duly authorized all necessary action to be taken by it for (i) the adoption of the Ordinance and the issuance and sale of the Bonds on the terms set forth herein, (ii) the approval, execution and delivery of, and the performance by the Issuer of the obligations on its part, contained in the Bonds and the Issuer Documents, (iii) the approval, distribution and use of the Preliminary Official Statement and the Official Statement for use by the Underwriters in connection with the public offering of the Bonds and (iv) the consummation by it of all other transactions contemplated by the Official Statement, and the Issuer Documents and any and all such other agreements and documents as may be required to be executed, delivered and/or received by the Issuer in the Ordinance to carry out, give effect to, and consummate the transactions contemplated herein and in the Official Statement. (c)This Agreement constitutes a legal, valid and binding obligation of the Issuer, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, sovereign immunity of political subdivisions and other similar laws and principles of equity relating to or affecting the enforcement of creditors’ rights; the other Issuer Documents, when duly executed and delivered, will constitute legal, valid and binding obligations of the Issuer, enforceable in accordance with their respective terms, subject to sovereign immunity of political subdivisions, bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles of equity relating to or affecting the enforcement of creditors’ rights; the Bonds, when issued, delivered and paid for, in accordance with the Ordinance and this Agreement, will constitute legal, valid and binding obligations of the Issuer entitled to the benefits of the Ordinance and enforceable in accordance with their terms, subject to sovereign immunity of political subdivisions, bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles of equity relating to or affecting the enforcement of creditors’ rights; upon the issuance, authentication and delivery of the Bonds as aforesaid, the Ordinance will provide, for the benefit of the holders of the Bonds, the legally valid and binding pledge of ad valorem taxes and lien it purports to create as set forth in the Ordinance, being the pledge to levy, assess and collect an annual ad valorem tax, within the legal limits of the law, upon all taxable property within the boundaries of the Issuer, sufficient to pay the principal of and interest on the Bonds when due. (d)The Issuer is not in breach of or default in any material respect under any applicable constitutional provision, law or administrative regulation of the State or the United States relating to the issuance of the Bonds or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, ordinance, agreement or other instrument to which the Issuer is a party or to which the Issuer is or any of its property or assets are otherwise subject, and no event has occurred and is continuing which constitutes or with the passage of time or the giving of notice, or both, would constitute a 6LS181202.DOC 7 Purchase Agreement default or event of default by the Issuer in any material respect under any of the foregoing; and the execution and delivery of the Bonds, the Issuer Documents and the adoption of the Ordinance and compliance with the provisions on the Issuer’s part contained therein, will not conflict with or constitute a material breach of or default in any material respect under any constitutional provision, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, ordinance, agreement or other instrument to which the Issuer is a party or to which the Issuer is or to which any of its property or assets are otherwise subject nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Issuer to be pledged to secure the Bonds or under the terms of any such law, regulation or instrument, except as provided by the Bonds and the Ordinance. (e)Except for the approval of the Bonds by the Attorney General of the State and the registration thereof by the Comptroller of Public Accounts of the State, all authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization of, which would constitute a condition precedent to, or the absence of which would materially adversely affect the due performance by the Issuer of its obligations under the Issuer Documents and the Bonds have been duly obtained, except for such approvals, consents and orders as may be required under the Blue Sky or securities laws of any jurisdiction in connection with the offering and sale of the Bonds. (f)The Bonds and the Ordinance conform to the descriptions thereof contained in the Official Statement under the caption “THE BONDS”; the proceeds of the sale of the Bonds will be applied generally as described in the Official Statement under the caption “THE BONDS - Sources and Uses of Funds”; and the Continuing Disclosure Undertaking conforms to the description thereof contained in the Official Statement under the caption “CONTINUING DISCLOSURE OF INFORMATION.” (g)Except as may otherwise be disclosed in the Official Statement under the caption “CONTINUING DISCLOSURE OF INFORMATION – Compliance with Prior Undertakings”, during the last five years the Issuer has complied in all material respects with its previous continuing disclosure undertakings made by it in accordance with the Rule. (h)Except as may be otherwise disclosed in the Official Statement, there is no litigation, action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, pending or, to the best knowledge of the Issuer after due inquiry, threatened against the Issuer, affecting the existence of the Issuer or the titles of its officers to their respective offices, or affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds or the levy and collection of taxes pledged to the payment of principal of and interest on the Bonds pursuant to the Ordinance, or in any way contesting or affecting the validity or enforceability of the Bonds or the Issuer Documents, or contesting the exclusion from 6LS181202.DOC 8 Purchase Agreement gross income of interest on the Bonds for federal income tax purposes, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto, or contesting the powers of the Issuer or any authority for the issuance of the Bonds, the adoption of the Ordinance or the execution and delivery of the Issuer Documents, nor, to the best knowledge of the Issuer, is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Bonds or the Issuer Documents. (i)As of the date thereof and as the date hereof, the Preliminary Official Statement did not and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that for all purposes of this Agreement including, without limitation, for purposes of subparagraphs (i), (j) and (k), and any certificate delivered by the Issuer in accordance herewith, the Issuer makes no representations with respect to the descriptions in the Preliminary Official Statement or the Official Statement of DTC and its book-entry-only system or of the Bond Insurer. (j)During the period beginning when the Official Statement is delivered to the Underwriter pursuant to paragraph (a) of Section 3 of this Agreement and (unless the Official Statement is amended or supplemented pursuant to paragraph (d) of Section 3 of this Agreement) at all times subsequent thereto during the period up to and including the twenty-fifth (25th) day subsequent to the “end of the underwriting period,” the Official Statement does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (k)If the Official Statement is supplemented or amended pursuant to paragraph (d) of Section 3 of this Agreement, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto during the period up to and including the twenty-fifth (25th) day subsequent to the “end of the underwriting period,” the Official Statement as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which made, not misleading. (l)The Issuer has the legal authority to apply and will apply, or cause to be applied, the proceeds from the sale of the Bonds as provided in and subject to all of the terms and provisions of the Ordinance. (m)The Issuer, at the sole expense of the Underwriters, will furnish such information and execute such instruments and take such action as the Underwriter may reasonably request (1) to (i) qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions in the United States as the Underwriters may designate and (ii) determine the eligibility of the Bonds 6LS181202.DOC 9 Purchase Agreement for investment under the laws of such states and other jurisdictions and (2) to continue such qualifications in effect so long as required for the distribution of the Bonds (provided, however, that the Issuer will not be required to qualify as a foreign corporation or to file any consents to service of process under the laws of any jurisdiction) and will advise the Underwriters immediately of written receipt by the Issuer of any notification with respect to the suspension of the qualification of the Bonds for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose. (n)The financial statements of, and other financial information regarding, the Issuer in the Official Statement fairly present the financial position and results of the Issuer as of the dates and for the periods therein set forth. The financial statements of the Issuer have been prepared in accordance with generally accepted accounting principles consistently applied, and except as noted in the Official Statement, the other historical financial information set forth in the Official Statement has been presented on a basis consistent with that of the Issuer’s audited financial statements included in the Official Statement. Prior to the Closing, the Issuer will not take any action within or under its control that will cause any adverse change of a material nature in such financial position, results of operations or condition, financial or otherwise, of the Issuer. (o)Except as may otherwise be disclosed in the Official Statement, the Issuer is not a party to any litigation or other proceeding pending or, to its knowledge, threatened which, if decided adversely to the Issuer, would have a materially adverse effect on the financial condition of the Issuer. (p)Prior to the Closing the Issuer will not offer or issue any Bonds or other obligations for borrowed money or incur any material liabilities, direct or contingent, payable from or secured by any of the revenues or assets which will secure the Bonds, except as may be incurred in the ordinary course of business, without the prior approval of the Representative, which approval shall not be unreasonably withheld. (q)The Issuer, to the extent heretofore requested in writing by the Underwriter, has delivered to the Underwriters true, correct, complete, and legible copies of all information, applications, reports, or other documents of any nature whatsoever submitted to any rating agency for the purpose of obtaining a rating for the Bonds true, correct, complete, and legible copies of all correspondence or other communications relating, directly or indirectly, thereto. (r)Any certificate, signed by any official of the Issuer authorized to do so in connection with the transactions described in this Agreement, shall be deemed a representation and warranty by the Issuer to the Underwriters as to the statements made therein. (s)The Issuer covenants that between the date hereof and the date of Closing, it will take no actions which will cause the representations and warranties made in this Section to be untrue in any material respect as of the date of Closing. 6LS181202.DOC 10 Purchase Agreement By delivering the Official Statement to the Underwriters, the Issuer shall be deemed to have reaffirmed, with respect to such Official Statement, the representations, warranties and covenants set forth above with respect to the Preliminary Official Statement. 5.Closing. (a)At 10:00 a.m. Central Standard Time, on May 7, 2021, or at such other time and date as shall have been mutually agreed upon by the Issuer and the Underwriter (the “Closing”), the Issuer will, subject to the terms and conditions hereof, deliver the Bonds to the Underwriter, duly executed and authenticated, together with the other documents hereinafter mentioned, and the Underwriters will, subject to the terms and conditions hereof, accept such delivery and pay the purchase price of the Bonds, as set forth in Section 1 of this Agreement in immediately available funds by wire transfer to the account of the Issuer as indicated by UMB Bank, N.A., Austin, Texas (the “Paying Agent/Registrar”). Payment for the Bonds as aforesaid shall be made at the offices of the Paying Agent/Registrar or such other place as shall have been mutually agreed upon by the Issuer and the Underwriter. (b)Delivery of the Bonds in definitive form, utilizing the book entry system, shall be made through DTC, or at the office of the Paying Agent/Registrar acting on behalf of DTC. The Bonds shall be delivered in definitive fully registered form, bearing CUSIP numbers without coupons, with one Bond for each maturity of the Bonds, registered in the name of Cede & Co., all as provided in the Ordinance, and shall be made available at the offices of the DTC (or if Bonds are to be held in safekeeping for the DTC by the Paying Agent/Registrar pursuant to DTC’s FAST System, at the office of the Paying Agent/Registrar) to the Underwriter at least one (1) business day before the date of the Closing for the purposes of inspection. 6.Closing Conditions. The Underwriters have entered into this Agreement in reliance upon the representations, warranties and agreements of the Issuer contained herein, and in reliance upon the representations, warranties and agreements to be contained in the documents and instruments to be delivered at the Closing and upon the performance by the Issuer of its obligations hereunder, both as of the date hereof and as of the date of the Closing. Accordingly, the Underwriters’ obligations under this Agreement to purchase, to accept delivery of and to pay for the Bonds shall be conditioned upon the performance by the Issuer of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closing, and shall also be subject to the following additional conditions, including the delivery by the Issuer of such documents as are enumerated herein, in form and substance reasonably satisfactory to the Underwriters, Bond Counsel, and counsel to the Underwriters: (a)The representations and warranties of the Issuer contained herein shall be true, complete and correct in all material respects on the date hereof and on and as of the date of the Closing, as if made on the date of the Closing; (b)The Issuer shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing; 6LS181202.DOC 11 Purchase Agreement (c)At the time of the Closing, (i) the Issuer Documents and the Bonds shall be in full force and effect in the form heretofore approved by the Underwriter and shall not have been amended, modified or supplemented, and the Official Statement shall not have been supplemented or amended, except in any such case as may have been agreed to by the Underwriter; and (ii) the net proceeds of the sale of the Bonds and any funds to be provided by the Issuer shall be deposited and applied as described in the Official Statement and in the Ordinance and (iii) all actions of the Issuer required to be taken by the Issuer shall be performed in order for Bond Counsel to deliver the opinions referred to hereafter; (d)At the time of the Closing, all official action of the Issuer relating to the Bonds and the Issuer Documents shall be in full force and effect and shall not have been amended, modified or supplemented, except as may have been agreed to by the Underwriter; (e)At or prior to the Closing, the Ordinance shall have been duly executed and delivered by the Issuer and the Issuer shall have duly executed and delivered the definitive Bonds; (f)At the time of the Closing, there shall not have occurred any change or any development involving a prospective change in the condition, financial or otherwise, or in the revenues or operations of the Issuer, from that set forth in the Official Statement that in the reasonable judgment of the Representative, is material and adverse and that makes it, in the reasonable judgment of the Representative, impracticable to market the Bonds on the terms and in the manner described in the Official Statement; (g)The Issuer shall not have failed to pay principal or interest when due on any of its outstanding obligations for borrowed money; (h)All steps to be taken and all instruments and other documents to be executed, and all other legal matters in connection with the transactions described in this Agreement shall be reasonably satisfactory in legal form and effect to the Underwriters; (i)At or prior to the Closing, the Underwriters shall have received one copy of each of the following documents: (1)The Official Statement, and each supplement or amendment thereto, if any, as may have been agreed to by the Underwriter in (i) a “designated electronic format” that meets the requirements of Rule G-32 and (ii) a printed format; (2)The Ordinance, having been duly adopted by the Issuer and certified as being in full force and effect, with such supplements or amendments as may have been agreed to by the Underwriter; (3)The undertaking of the Issuer which satisfies the requirements of Section (d)(2) of the Rule (the “Continuing Disclosure Undertaking”); 6LS181202.DOC 12 Purchase Agreement (4)An executed copy of the Escrow Agreement; (5)A copy of a special report (the “Verification Report”) prepared by BLX Group LLC (the “Verification Agent”) addressed to the Issuer, Bond Counsel and the Underwriters, verifying (i) the arithmetical computations of the adequacy of the maturing principal and interest on the escrow securities and uninvested cash on hand, if any, under the Escrow Agreement to pay, when due, the principal of and interest on the Refunded Bonds, and (ii) the computation of yields with respect to the escrow securities and the Bonds; (6)The approving opinion of Bond Counsel with respect to the Bonds, in substantially the form attached to the Official Statement; (7)A supplemental opinion of Bond Counsel addressed to the Issuer and the Underwriter, substantially to the effect that: (A)the Ordinance has been duly adopted and is in full force and effect; (B)the Bonds are exempted securities under section 3(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and it is not necessary, in connection with the offering and sale of the Bonds to register the Bonds under the 1933 Act or to qualify the Ordinance under the Trust Indenture Act; and (C)Bond Counsel has not verified and is not passing upon, and does not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Official Statement, but has reviewed the statements and information contained in the Official Statement under the captions and subcaptions “THE OBLIGATIONS” (except the subcaption “Sources and Uses of Funds”), “GENERAL INFORMATION REGARDING THE OBLIGATIONS,” “REGISTRATION, TRANSFER AND EXCHANGE,” “AD VALOREM PROPERTY TAXATION – Public Hearing and Maintenance and Operation Tax Rate Limitations,” “LEGAL MATTERS,” “TAX MATTERS,” “LEGAL INVESTMENTS IN TEXAS,” “REGISTRATION AND QUALIFICATION OF ISSUE FOR SALE” and “CONTINUING DISCLOSURE OF INFORMATION” (except the subcaption “Compliance With Prior Undertakings”) and Bond Counsel is of the opinion that the information relating to the Bonds and legal matters contained under such captions and subcaptions is an accurate and fair description of the laws and legal issues addressed therein and, with respect to the Bonds, such information conforms to the Ordinance. 6LS181202.DOC 13 Purchase Agreement (8)An opinion of Naman Howell Smith & Lee, PLLC, counsel to the Underwriter, dated the date of the Closing, in substantially the form attached hereto as Exhibit A. (9)A certificate, dated the date of Closing, signed by an authorized official of the Issuer acceptable to the Representative to the effect that (i) all official action of the Issuer relating to the Bonds, the Issuer Documents and the Official Statement have been duly taken by the Issuer, are in full force and effect, and have not been amended, modified, supplemented or repealed; (ii) the representations and warranties of the Issuer contained herein are true and correct in all material respects on and as of the date of Closing as if made on the date of Closing; (iii) except to the extent disclosed in the Official Statement, no litigation or proceeding against it is pending or, to his or her knowledge, threatened in any court or administrative body, nor is there a basis for litigation, which would (a) contest the right of the officials of the Issuer to hold and exercise their respective positions, (b) contest the due organization and valid existence of the Issuer, (c) contest the validity, due authorization and execution of the Bonds or the Issuer Documents, or (d) attempt to limit, enjoin or otherwise prevent the Issuer from functioning and collecting taxes other income or levying and collecting the taxes pledged or to be pledged to pay the principal of and interest on the Bonds, or the pledge thereof; (iv) to the best of his or her knowledge, no event affecting the Issuer has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purpose for which it is to be used or which it is necessary to disclose therein in order to make the statements and information therein, in light of the circumstances under which made, not misleading in any material respect as of the time of Closing, and the information contained in the Official Statement is correct in all material respects and, as of the date of the Official Statement did not, and as of the date of the Closing does not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; and (v) there has not been any material adverse change in the financial condition of the Issuer since September 30, 2020, the latest date as of which audited financial information is available; (10)The approving opinion of the Attorney General of the State and the registration certificate of the Comptroller of Public Accounts of the State in respect of the Bonds; (11)Any other certificates and opinions required by the Ordinance for the issuance thereunder of the Bonds; (12)Evidence satisfactory to the Representative that the Bonds have been rated “AA” by S&P Global Ratings, a Standard & Poor’s Financial Services LLC business (“S&P”) and that such ratings are in effect as of the date of Closing; and 6LS181202.DOC 14 Purchase Agreement (13)Such additional legal opinions, certificates, instruments and other documents as the Representative or counsel to the Underwriters may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the date of the Closing, of the Issuer’s representations and warranties contained herein and of the statements and information contained in the Official Statement and the due performance or satisfaction by the Issuer on or prior to the date of the Closing of all the respective agreements then to be performed and conditions then to be satisfied by the Issuer. All of the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance reasonably satisfactory to the Underwriter. If the Issuer shall be unable to satisfy the conditions to the obligations of the Underwriters to purchase, to accept delivery of and to pay for the Bonds contained in this Agreement, or if the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Bonds shall be terminated for any reason permitted by this Agreement, this Agreement shall terminate and neither the Underwriters nor the Issuer shall be under any further obligation hereunder, except that the respective obligations of the Issuer and the Underwriters set forth in Section 4 hereof shall continue in full force and effect. 7.Termination. The Underwriters shall have the right to cancel their obligation to purchase the Bonds if, between the date of this Agreement and the Closing, the market price or marketability of the Bonds shall be materially adversely affected, in the sole judgment of the Representative reasonably exercised, by the occurrence of any of the following: (a)Legislation enacted (or resolution passed) by the Congress or an order, decree, or injunction issued by any court of competent jurisdiction, or an order, ruling, regulation (final, temporary, or proposed), press release or other form of notice issued or made by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, to the effect that obligations of the general character of the Bonds, including any or all underlying arrangements, are not exempt from registration under or other requirements of the 1933 Act, or that the Order is not exempt from qualification under or other requirements of the Trust Indenture Act, or that the issuance, offering, or sale of obligations of the general character of the Bonds, including any or all underlying arrangements, as contemplated hereby or by the Official Statement or otherwise, is or would be in violation of the federal securities law as amended and then in effect; (b)a stop order, ruling, regulation or official statement by the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter shall have been issued or made or any other event occurs, the effect of which is that the issuance, offering or sale of the Bonds, including any or all underlying arrangements, as described herein or by the Official Statement or otherwise, is or would be in violation of any provisions of the federal securities laws, including the Securities Exchange Act of 1934, as amended and as then in effect or the Trust Indenture Act of 1939, as amended and as then in effect; 6LS181202.DOC 15 Purchase Agreement (c)any state blue sky or securities commission or other governmental agency or body in which more than 15% of the Bonds have been offered and sold shall have withheld registration, exemption or clearance of the offering of the Bonds as described herein, or issued a stop order or similar ruling relating thereto; provided that such withholding or stop order is not due to the malfeasance, misfeasance or nonfeasance of the Underwriters; (d)payment for and delivery of any of the Bonds is rendered impracticable or inadvisable because (i) there shall be in force a general suspension of trading in securities on the New York Stock Exchange, the effect of which on the financial markets of the United States is such as would materially adversely affect the market for or market price of any of the Bonds; (ii) a general banking moratorium shall have been declared by federal, State of New York, or State officials authorized to do so, or a material disruption in commercial banking or securities settlement or clearance services shall have occurred; or (iii) there shall have occurred, since the date hereof, any outbreak or escalation of hostilities involving the United States (including, without limitation, an act of terrorism), declaration by the United States, of a national emergency or war or other calamity or crisis or any change in the financial or economic conditions in the United States the effect of which is to cause a material disruption in commercial banking or securities settlement or clearance services or to materially adversely affect the market for or market price of any of the Bonds; (e)the New York Stock Exchange or other national securities exchange or any governmental authority shall impose, as to the Bonds or as to obligations of the general character of the Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, the Underwriter, which change is subsequent to the date hereof and is not due to the malfeasance, misfeasance or nonfeasance of the Underwriters; (f)any amendment to the federal or Texas Constitution or action by any federal or Texas court, legislative body, regulatory body, or other authority materially adversely affecting the tax status of the Issuer, its property, income, securities (or interest thereon), or the validity or enforceability of the assessments or the levy of taxes to pay principal of and interest on the Bonds; (g)any event occurring, or information becoming known which, in the reasonable judgment of the Underwriter, makes untrue in any material respect any statement or information contained in the Official Statement, or has the effect that the Official Statement contains any untrue statement of material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and, in either such event, the Issuer refuses to permit the Official Statement to be supplemented to supply such statement or information, or the effect of the Official Statement as so supplemented is to materially adversely affect the market price or marketability of the Bonds or the ability of the Underwriter to enforce contracts for sale of the Bonds; 6LS181202.DOC 16 Purchase Agreement (h)there shall have occurred since the date of this Agreement any materially adverse change in the affairs or financial condition of the Issuer that will materially adversely affect the market for the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds, except for changes which the Official Statement discloses are expected to occur; (i)any fact or event shall exist or have existed that, in the Underwriters’ reasonable judgment, requires or has required an amendment of or supplement to the Official Statement; (j)there shall have occurred any downgrading or published negative credit watch or similar published information from any rating agency that at the date of this Agreement has published a rating (or has been asked to furnish a rating on the Bonds) on any of the Issuer’s debt obligations that are secured in a like manner as the Bonds, which action reflects a change or possible change, in the ratings accorded any such obligations of the Issuer (including the ratings to be accorded the Bonds); and (k)the purchase of and payment for the Bonds by the Underwriters, or the resale of the Bonds by the Underwriters, on the terms and conditions herein provided shall be prohibited by any applicable law, governmental authority, board, agency or commission; provided, however, that such prohibition occurs after the date of this Agreement and is not caused by the action, or failure to act, of the Underwriters. With respect to the condition described in subparagraphs (f) and (l) above, the Underwriter is not aware of any current, pending or proposed law or government inquiry or investigation as of the date of execution of this Agreement which would permit the Underwriter to invoke its termination rights thereunder. 8.Expenses. (a)The Underwriters shall be under no obligation to pay, and the Issuer shall pay, any expenses incident to the performance of the Issuer’s obligations hereunder, including, but not limited to (i) the cost of preparation and printing of the Bonds; (ii) the fees and disbursements of Bond Counsel and the Issuer’s Financial Advisor; (iii) the fees and disbursements of any other engineers, accountants, and other experts, consultants or advisers retained by the Issuer; (iv) the fees for bond ratings; (v) the costs of preparing, printing and mailing the Preliminary Official Statement and the Official Statement; (vi) the fees and expenses of the Paying Agent/Registrar; (vii) advertising expenses (except any advertising expenses of the Underwriter as set forth below); (viii) the out-of-pocket, miscellaneous and closing expenses, including the cost of travel, of the officers and officials of the Issuer; (ix) the Attorney General’s review fee; (x) the fees and expenses of the Paying Agent/Registrar and any other paying agents for the Refunded Obligations; (xi) the fees and expenses of the Escrow Agent and Verification Agent; and (xii) any other expenses mutually agreed to by the Issuer and the Underwriters to be reasonably considered expenses of the Issuer which are incident to the transactions described herein. 6LS181202.DOC 17 Purchase Agreement (b)The Issuer acknowledges that the Underwriters will pay from the Underwrites’ expense allocation of the underwriting discount the applicable per bond assessment charged by the Municipal Advisory Council of Texas (“MAC”), a non-profit corporation whose purpose is to collect, maintain and distribute information relating to issuing entities of municipal securities. (c)Except as provided for above, the Underwriters shall pay (i) the cost of preparation and printing of this Agreement, the Blue Sky Survey and Legal Investment Memorandum, if any; (ii) all advertising expenses in connection with the public offering of the Bonds; and (iii) all other expenses incurred by them in connection with the public offering of the Bonds, including the fees and disbursements of counsel retained by the Underwriters. Certain payments may be in the form of inclusion of such expenses in the expense component of the Underwriter’s discount. 9.Notices. Any notice or other communication to be given to the Issuer under this Agreement may be given by delivering the same in writing or via facsimile at the City of Sanger, Texas, 502 Elm St., Sanger, Texas 76266, Attention: City Manager; and, any notice or other communication to be given to the Underwriters under this Agreement may be given by delivering the same in writing to Raymond James & Associates, Inc., 5956 Sherry Lane, Suite 1900, Dallas, Texas 75225, Attn: Jim Buie, Managing Director. 10.Parties in Interest. This Agreement as heretofore specified shall constitute the entire agreement between us and is made solely for the benefit of the Issuer and the Underwriters (including successors or assigns of the Underwriter) and no other person shall acquire or have any right hereunder or by virtue hereof. This Agreement may not be assigned by the Issuer. All of the Issuer’s representations, warranties and agreements contained in this Agreement shall remain operative and in full force and effect, regardless of (i) any investigations made by or on behalf of the Underwriter; (ii) delivery of and payment for the Bonds pursuant to this Agreement; and (iii) any termination of this Agreement. 11.Effectiveness. This Agreement shall become effective upon the acceptance hereof by the Issuer and shall be valid and enforceable at the time of such acceptance. 12.Choice of Law. This Agreement shall be governed by and construed in accordance with the law of the State of Texas. 13.Severability. If any provision of this Agreement shall be held or deemed to be or shall, in fact, be invalid, inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions, or in all jurisdictions because it conflicts with any provisions of any Constitution, statute, rule of public policy, or any other reason, such circumstances shall not have the effect of rendering the provision in question invalid, inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions of this Agreement invalid, inoperative or unenforceable to any extent whatever. 14.Business Day. For purposes of this Agreement, “business day” means any day on which the New York Stock Exchange is open for trading. 6LS181202.DOC 18 Purchase Agreement 15.Section Headings. Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provisions of this Agreement. 16.Counterparts. This Agreement may be executed in several counterparts each of which shall be regarded as an original (with the same effect as if the signatures thereto and hereto were upon the same document) and all of which shall constitute one and the same document. 17.No Personal Liability. Neither the City Council nor any officer, agent, or employee of the Issuer, shall be charged personally by the Underwriters with any liability, or be held liable to the Underwrites under any term or provision of this Agreement, or because of execution or attempted execution, or because of any breach or attempted or alleged breach, of this Agreement. 18.Entire Agreement. This Agreement represents the entire agreement between the Issuer and the Underwriters with respect to the preparation of the Preliminary Official Statement and the Official Statement, the conduct of the offering, and the purchase and sale of the Bonds. [signature page follows] Schedule II SCHEDULE I List of Underwriters Raymond James & Associates, Inc. 5956 Sherry Lane, Suite 1900 Dallas, Texas 75225 Samco Capital 1700 Pacific Avenue, Suite 1200 Dallas, Texas 75201 Oppenheimer & Co. 13455 Noel Rd., Suite 1200 2 Galleria Tower Dallas, Texas 75240 Schedule II SCHEDULE II $2,830,000 City of Sanger, Texas General Obligation Refunding Bonds, Taxable Series 2021B Interest Accrues From: Delivery Date $2,830,000 SERIAL BONDS ____________ (a)The Bonds maturing on and after August 1, 2032, are subject to optional redemption, in whole or in part, on August 1, 2031, 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 of redemption. (b)The initial offering prices or yields of the Bonds are furnished by the Underwriters and represent the initial offering prices or yields to the public, which may be changed by the Underwriters at any time. Maturity Date (8/1)(a) Principal Amount Initial Interest Rate Initial Yield(b)Price(b) 2022 55,000 0.250%0.250%100.000 2023 55,000 0.350%0.350%100.000 2024 260,000 0.570%0.570%100.000 2025 255,000 0.870%0.870%100.000 2026 260,000 1.120%1.120%100.000 2027 265,000 1.420%1.420%100.000 2028 265,000 1.570%1.570%100.000 2029 275,000 1.830%1.830%100.000 2030 275,000 1.930%1.930%100.000 2031 285,000 1.980%1.980%100.000 2032 290,000 2.100%2.100%100.000 2033 290,000 2.130%2.130%100.000 6LS181202.DOC Exhibit A-1 EXHIBIT A OPINION OF COUNSEL TO THE UNDERWRITERS __________________, 2021 Raymond James & Associates, Inc. 5956 Sherry Lane, Suite 1900 Dallas, Texas 75225 Samco Capital 1700 Pacific Avenue, Suite 1200 Dallas, Texas 75201 Oppenheimer & Co. 13455 Noel Rd., Suite 1200 2 Galleria Tower Dallas, Texas 75240 Re: $___________ City of Sanger, Texas General Obligation Refunding Bonds, Taxable Series 2021B (the “Bonds”). Ladies and Gentlemen: We have acted as counsel for you, the underwriters (the “Underwriters”) in connection with your purchase from the City of Sanger, Texas (the “Issuer”) of its General Obligation Refunding Bonds, Taxable Series 2021B, in the aggregate principal amount of $___________ (the “Bonds”), pursuant to the Purchase Agreement dated April 19, 2021 (the “Purchase Agreement”) between you and the Issuer. Capitalized terms used herein and not otherwise defined shall have the respective meanings given such terms in the Purchase Agreement. In our capacity as your counsel, we have reviewed the ordinance of the City Council of the Issuer, dated April 19, 2021 for the Bonds (the “Ordinance”), , the official statement of the Issuer dated April 19, 2021 (the “Official Statement”), the Purchase Agreement, certificates of the Issuer and others, the opinions referred to in Section 6(j) of the Purchase Agreement, and such other records and documents, and we have made such investigations of law, as we deemed appropriate as a basis for the opinions and conclusions hereinafter expressed. We do not assume any responsibility for any electronic version of the Official Statement and assume that any such version is identical in all respects to the printed version. In arriving at the opinions and conclusions hereinafter expressed, we are not expressing any opinion or view on, and with your permission are assuming and relying on, without independent assessment or inquiry, the validity, accuracy and sufficiency of the records, documents, certificates and opinions referred to above, including the accuracy of all factual matters represented and legal conclusions contained therein, including (without limitation) any representations and legal conclusions regarding the valid existence of the Issuer and the due authorization, issuance, delivery, validity and enforceability of the Ordinance and the Bonds and 6LS181202.DOC Exhibit A-2 the exclusion of interest thereon from gross income for federal income tax purposes, and the legality, validity and enforceability of any laws, documents and instruments that may be related to the authorization, issuance, payment or security of the Bonds. We have assumed that all records, documents, certificates and opinions that we have reviewed, and the signatures thereto, are genuine. Based solely on and subject to the foregoing, and in reliance thereon, as of the date hereof, we are of the following opinions and conclusions: 1.The Bonds are exempted securities that do not require registration under the Securities Act of 1933, as amended (the “1933 Act”) and the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act. 2.We are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of any of the statements contained in the Official Statement and make no representation that we have independently verified the accuracy, completeness or fairness of any such statements. In our capacity as your counsel, to assist you in part of your responsibility with respect to the Official Statement, we participated in conferences with your underwriters and representatives of the Issuer, Orrick, Herrington & Sutcliffe LLP, as bond counsel, and others, during which the contents of the Official Statement and related matters were discussed. Based on our participation in the above-referenced conferences (which did not extend beyond the date of the Official Statement), and in reliance thereon, on oral and written statements and representations of the Issuer and others and on the records, documents certificates, opinions and matters herein mentioned, we advise you as a matter of fact and not opinion that, during the course of our representation of you on this matter, no facts came to the attention of the attorneys in our firm rendering legal services to you in connection with the Official Statement which caused us to believe that the Official Statement as of its date and as of the date hereof (except for any CUSIP numbers, financial, accounting, statistical or economic or demographic data or forecasts, numbers, charts, tables, estimates, projections, assumptions or expressions of opinion, any information about verification, feasibility, valuation, appraisals, real estate or environmental matters, Appendices, or any information about book-entry, DTC, ratings, rating agencies, tax exemption, the Underwriter, or underwriting, included or referred to therein or omitted therefrom, which we expressly exclude from the scope of this paragraph and as to which we express no opinion or view) contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. No responsibility is undertaken or view expressed with respect to any other disclosure document, materials or activity, or as to any information from another document or source referred to by or incorporated by reference in the Official Statement. We are furnishing this letter to you pursuant to paragraph 6(j)(8) of the Purchase Agreement solely for your benefit as the Underwriter in connection with the original issuance of the Bonds on the date hereof. We disclaim any obligation to update this letter. This letter is not to be used, circulated, quoted or otherwise referred to or relied upon for any other purpose or by 6LS181202.DOC Exhibit A-3 any other person. This letter is not intended to, and may not be, relied upon by owners of Bonds or any other party to whom it is not specifically addressed. Respectfully yours, NAMAN HOWELL SMITH & LEE, PLLC 4132-1038-3661.1 PAYING AGENT/REGISTRAR AGREEMENT 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”). WITNESSETH: WHEREAS, 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 $2,830,000 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 Bank shall be paid the fees set forth in the -2- 4132-1038-3661.1 Bank’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 Bank, 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, unincorporated 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 purchaser 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. -3- 4132-1038-3661.1 Section 3.02.Duties of Paying 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 10:00 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.Unauthenticated Bonds. 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 and will use reasonable care in maintaining such Bonds in 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.Reports. 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 up-to-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 Bank, shall be promptly canceled by it and, if surrendered to the Issuer, shall -4- 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 Bank 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 Bank 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 by Bank. Money held by the Bank 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 Bank 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 from 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 from 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. -5- 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 parties hereof. 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.Severability. 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. -6- 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 from 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 all books 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. 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. 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 -7- 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. -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 ATTEST: By: City Secretary UMB BANK, N.A. By: Name: ____________________________________ Title: _____________________________________ Address: 6034 W. Courtyard Drive, Suite 370 Austin, Texas 78730 4132-1038-3661.1 EXHIBIT A (See Attached) City of Sanger, Texas General Obligation Refunding Bonds, Taxable Series 2021B Fees for services are as follows: Acceptance Fee: WAIVED A one-time fee payable at closing to cover the review of governing documents, communication with financing team, set-up of account records and customary duties and responsibilities relating to the closing. Annual Paying Agent/Registrar Fee: $500.00 Annual fee to cover the duties and responsibilities of the Paying Agent/Registrar related to the administration of the transaction including the maintenance of account records on various systems, the monitoring of required compliance items, payment of debt services and all routine duties as contemplated by the governing documents. • First year annual fee is payable in advance on the closing date and annually thereafter until termination. • A $300 fee will be billed for Optional Redemptions at the time of service. Extraordinary Services/ Miscellaneous Fees: The fees, charges and expenses specified herein are for the typical and customary services as Bond Registrar and Paying Agent. UMB may also charge for typical out-of-pocket expenses and other expenses connected with paying agent and registrar services for bond issues of similar size and type such as: postage, supplies, bond redemptions, courier, wire transfer and long distance telephone. Fees for additional or extraordinary services not now part of the customary services provided, such as special services during defaults, additional government reporting requirements, or document amendments will be charged at the then current rates for such services. Extraordinary expenses, such as legal fees and travel expenses, shall be invoiced to the client based upon the actual out of pocket cost to the Agent/Trustee. UMB reserves the right to renegotiate its current fee schedule to correspond with changing economic conditions, inflation, and changing requirements relating to the day to day service delivery. Final acceptance of the appointment is subject to approval of authorized officers of UMB Bank, N.A. and full review and execution of all documentation related hereto. Fees paid in advance are not subject to proration. Execution of the governing documents constitutes agreement to the fee schedule noted above. 4135-6270-5197.2 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 UMB 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 $2,830,000 (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: 2 4135-6270-5197.2 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). 3 4135-6270-5197.2 “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 $2,830,000. “Report” shall mean the verification report prepared by BLX Group LLC, 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 the following: (a)as the beginning cash balance for the Escrow Fund as shown in the Report, $1.94; (b)the initial Limited Yield Securities with a purchase price of $2,791,628.00; and (c)the initial Open Market Securities with a purchase price of $0.00. 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 irrevocable escrow to be known as the “City of Sanger, Texas General Obligation Refunding Bonds, Taxable Series 2021B Escrow Fund” (the “Escrow Fund”). On the Escrow Funding Date, the Escrow Deposit described in Section 2.1 will be deposited to the credit of the Escrow Fund. The Escrow Deposit and all proceeds therefrom shall be the property of the Escrow Fund and shall be applied only in strict conformity with the terms and conditions hereof. All Escrowed Securities, all proceeds therefrom and all cash balances from time to time 4 4135-6270-5197.2 hereof. All Escrowed Securities, all proceeds therefrom 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 the 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 Escrow Fund 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, from 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 5 4135-6270-5197.2 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 subject 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.Security for 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 unconditionally 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 6 4135-6270-5197.2 the maturity date of the obligation listed in the Report for which such obligation is substituted, and (ii)mature on or before the maturity date of the obligation listed in the Report for which such obligation is substituted. The City may at any time substitute any Open Market 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 of 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 permit 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 7 4135-6270-5197.2 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 (i) a Paying Agent for the Refunded Obligations or (ii) 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. Notwithstanding any provision 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 security afforded thereby or hereby, and the Escrow Agent shall incur no liability or responsibility with respect to any of such matters. 8 4135-6270-5197.2 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 advice or 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 negligence or willful misconduct, for any loss unless the same shall have been through its negligence or want of 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 9 4135-6270-5197.2 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. The foregoing indemnity shall survive the termination of this Agreement or the resignation or removal of the Escrow Agent. 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 or if the Escrow Agent shall resign, 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, resigning Escrow Agent or 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, subject 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 10 4135-6270-5197.2 writing for more fully and certainly vesting in and confirming to such successor Escrow Agent all 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 instrument 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 party 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. 11 4135-6270-5197.2 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 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 7.4.Severability. 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 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. S-1 4135-6270-5197.1 EXECUTED as of the date first written above, but effective as set forth herein. CITY OF SANGER, TEXAS By: Mayor ATTEST: By: City Secretary UMB BANK, N.A. By: Name: Title: 4135-6270-5197.2 EXHIBIT A Escrow Agent Fees See Attached City of Sanger, Texas General Obligation Refunding Bonds, Taxable Series 2021B (Refunding Escrow) Fees for services are as follows: Acceptance Fee: $500.00 A one-time fee payable at closing to cover the review of governing documents, communication with financing team, set-up of account records and customary duties and responsibilities relating to the transaction. Refunding Escrow Agent, One-time: (Final Disbursement 8/15/2023) $1,000.00 One-time fee to cover the duties and responsibilities of the Escrow Agent related to the administration of the escrow fund. Fee is payable in advance at closing. Extraordinary Services/ Miscellaneous Fees: The fees, charges and expenses specified herein are for the typical and customary services as Refunding Escrow Agent. Fees for additional or extraordinary services not now part of the customary services provided, such as special services during defaults, additional government reporting requirements, or document amendments will be charged at the then current rates for such services. Extraordinary expenses, such as legal fees and travel expenses, shall be invoiced to the client based upon the actual out of pocket cost to the Agent/Trustee. UMB reserves the right to renegotiate its current fee schedule to correspond with changing economic conditions, inflation, and changing requirements relating to the day to day service delivery. Final acceptance of the appointment is subject to approval of authorized officers of UMB Bank, N.A. and full review and execution of all documentation related hereto. Fees paid in advance are not subject to proration. Execution of the governing documents constitutes agreement to the fee schedule noted above. 4135-6270-5197.2 EXHIBIT B Verification Report See Tab 24 4135-6270-5197.2 EXHIBIT C Refunded Obligations CITY OF SANGER, TEXAS COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES 2013, dated June 15, 2013, maturing on August 1 in the years as shown below: Maturity Date Interest Rate Par Amount Call Date Call Price 08/01/2024 3.500%$ 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 SIGNATURE IDENTIFICATION AND AUTHORITY CERTIFICATE I, the undersigned bank officer, do hereby certify that: 1. I am a duly elected and acting Vice President of UMB Bank, N.A. (the "Bank"), and I am duly authorized to execute this certificate on its behalf. 2. That certain Agreement between the City of Sanger, Texas and the Bank, dated as of April 19, 2021 (the "Agreement") was duly executed on behalf of the Bank by Anne-Marie Hansen, who at the time of executing the same was and is the duly elected and acting Vice President of the Bank and authorized to execute, attest and deliver the Agreements as evidenced by the resolutions or Bylaws attached hereto. Such resolutions or Bylaws were duly adopted and are in full force and effect as of this date. There follows the names, offices and true and correct signatures of the aforesaid officers: Name Office Signature Anne-Marie Hansen Vice President WITNESS my hand and seal of the Bank, this . Name: Title: Vice President April 22, 2021. EXHIBIT A Assistant Secretaries of UMB Bank, n.a. Angotti, Elizabeth E. Barr, Minda Battas, Sandra L. Buckius, Kenneth Butler, Dillon Carlson, Katie Childs, Kenneth Cottle, Heather Cowen, Mauri Daley, Damien Dengler, Rebecca A. Dixon, Tamara L. Donofrio, Teresa Duarte, Tremaine Ekey, William Evans, Merry Fernandez, Jonathan Finklea, Steven Flores, Shazia Gaytan, Jose Giamalakis, Megan Givens, Kyrsten Gunning, Casey Gwin, Victoria Hansen, Anne-Marie Hare, Douglas G. Hawkins, Anthony P. Hoffman, Kenneth Hounsel, Brad Kaufman, Jenna Kennelly, Johanna Kohler, Lori E. Krull, Linda, M. Lambert, Janet M. Lugo, Israel Lutz, Leigh Madsen, DeAnn Massa, David Mathews, K. Scott McConnell, Jason E. McCoy, Tiffany Meeker, Lori Molen, M. Lane Mogelnicki, Nancy Nakano, Tracy Novosak, Richard F. Peters, Patricia M. Prives, Nancy Puleo, Karie A. Rhodes, Tracy Roy, Rachel 8/10/2020 EXHIBIT A Assistant Secretaries of UMB Bank, n.a. Sanchez, Sarah Schmidt, Dee Anna Schwartz, Jacque Shaw, Glenn Smith, Christopher Stevens, Lara L. Stevens, Necia Stover, Melissa Van Vleet, Diana Voon, Michele Viator, David Wahl, John Wallace, Madelyn Wiegand, Torri Wiegers, Julia Wuestling, Faith Zamora, Julius 8/10/2020 EXHIBIT B OFFICERS AND EMPLOYEES OF UMB CORPORATE TRUST DIVISION NAME TITLE Addie, Kaitlyn Trust Officer Alber, Claire Assistant Vice President Anderson, Lindsay Vice President Angotti, Elizabeth E.Assistant Vice President Barr, Minda Vice President Battas, Sandra L.Vice President Beeman, Kathy J.Senior Vice President Brown, Dain W.Senior Vice President Buckius, Kenneth B.Senior Vice President Butler, Dillon Vice-President Carlson, Katie Vice-President Childs, Kenneth Vice President Cook, Timothy Senior Vice President Cottle, Heather Vice President Cowen, Mauri Senior Vice President Daley, Damien Vice President Dengler, Rebecca A.Vice President Dixon, Tamara L.Vice President Donofrio, Teresa Vice President Duarte, Tremaine B.Trust Officer Dunn, Bob Senior Vice President Ekey, William Senior Vice-President Elsmore, Joshua Vice-President Evans, Merry Vice-President Fernandez, Jonathan Vice President Finklea, Steven Senior Vice President Flannagan, Mark B.Executive Vice President Flores, Shazia Vice President Fullmer, Jill Vice-President Gaytan, Jose Vice President Gendler, Gordon Senior Vice President Giamalakis, Megan Vice President Givens, Kyrsten Trust Officer Gleason, Charles Senior Vice President Gleason, Lorna Senior Vice President Green, Dustin Assistant Vice President Gunning, Casey Senior Vice President Gwin, Victoria Vice-President Hansen, Anne-Marie Vice President Hare, Douglas G. Senior Vice President Hawkins, Anthony P.Vice President Heer, Mark Senior Vice President Hoffman, Kenneth Vice President Hounsel, Brad Vice President Housum, Virginia Anne Senior Vice President Kaufman, Jenna Senior Vice President Keeran, Christine Vice President Kennelly, Johanna Vice-President 8/10/2020 EXHIBIT B OFFICERS AND EMPLOYEES OF UMB CORPORATE TRUST DIVISION Kohler, Lori E. Vice President Krippner, Brian P.Senior Vice President Krull, Linda M.Vice President Lambert, Janet M. Vice President Lugo, Israel Vice President Lutz, Leigh Senior Vice President Madsen, DeAnn Vice-President Manwaring, Kimberly Assistant Vice President Massa, David Senior Vice-President Mathews, K. Scott Vice President McConnell, Jason E.Vice President McCoy, Tiffany Vice-President Meeker, Lori Vice President Mitchell, Stuart Senior Vice President Molen, M. Lane Vice President Mogelnicki, Nancy Vice President Morgan, Eric Senior Vice President Nakano, Tracy Vice President Novosak, Richard F.Vice President Palan, Madeline Vice-President Peters, Patricia M.Vice President Prives, Nancy Vice-President Puleo, Karie A.Vice President Rhodes, Tracy Vice-President Roberson, Laura S.Senior Vice President Rosevear, Scott Senior Vice President Roy, Rachel Trust Officer Schmidt, Dee Anna Vice President Schwartz, Jacque Vice President Sanchez, Sarah Vice-President Shaw, Glenn Vice President Slade, Michael G. Senior Vice President Smith, Christopher Trust Officer Sobieski, Marilee Assistant Vice President Stevens, Lara L.Vice-President Stevens, Necia Senior Vice-President Stover, Melissa Senior Vice President Van Vleet, Diana Vice President Viator, David Vice-President Vitale, Tina Senior Vice President Voon, Michele Vice-President Wahl, John Vice-President Wallace, Madelyn Vice-President Wiegand, Torri Assistant Vice President Wiegers, Julia Vice President Wilkinson, Gavin Senior Vice President Wuestling, Faith Assistant Vice President Zamora, Julius Vice-President 8/10/2020 City of Sanger General Obligation Refunding Bonds, Taxable Series 2021B Verification Report Dated May 7, 2021 TABLE OF CONTENTS Tab 1 Verification Letter and Notes and Assumptions 2 Sources and Uses of Funds Schedule A - Sources & Uses of Funds 3 Escrow Fund Schedule B - Refunded Bonds 1. Escrow Requirements 2. Escrow Securities 3. Escrow Securities Cash Flow 4. Escrow Cash Flow Sufficiency 4 Schedules provided by the Underwriter 5 SLGS Confirmations BLX Group LLC 777 South Figueroa St, Ste 3200 Los Angeles, CA 90017-5855 Ph 213 612 2200 Fx 213 612 2499 blxgroup.com May 7, 2021 City of Sanger Raymond James & Associates, Inc. Orrick, Herrington & Sutcliffe LLP UMB Bank, N.A. Ladies and Gentlemen: This Verification Report is being delivered to you pursuant to our engagement to verify the accuracy of certain mathematical computations contained in schedules (the “Schedules”) prepared on behalf of the City of Sanger (the “Issuer”) and provided to us by Raymond James & Associates, Inc. (the “Underwriter”) with respect to the refunding of a portion of the Issuer’s Combination Tax and Revenue Certificates of Obligation, Series 2013 (the “Refunded Bonds”). The Issuer is issuing its General Obligation Refunding Bonds, Taxable Series 2021B (the “Refunding Bonds”), the proceeds of which will be used to refund the Refunded Bonds. Such officials of the Issuer and Underwriter have requested our verification and have indicated that the Refunding Bonds will be issued on May 7, 2021. Below is a list of the Refunded Bonds to be refunded by the Refunding Bonds: Original Maturity or Original Principal Sinking Fund Optional or Issue Date Amount Maturity Sinking Fund Refunded of Refunded to be Date to be Redemption Bonds Bonds Refunded Refunded Date and Price Series 2013 July 9, 2013 $ 205,000 August 1, 2024 August 1, 2023 @ 100 Series 2013 July 9, 2013 $ 210,000 August 1, 2025 August 1, 2023 @ 100 Series 2013 July 9, 2013 $ 220,000 August 1, 2026 August 1, 2023 @ 100 Series 2013 July 9, 2013 $ 230,000 August 1, 2027 August 1, 2023 @ 100 Series 2013 July 9, 2013 $ 240,000 August 1, 2028 August 1, 2023 @ 100 Series 2013 July 9, 2013 $ 255,000 August 1, 2029 August 1, 2023 @ 100 Series 2013 July 9, 2013 $ 265,000 August 1, 2030 August 1, 2023 @ 100 Series 2013 July 9, 2013 $ 280,000 August 1, 2031 August 1, 2023 @ 100 Series 2013 July 9, 2013 $ 295,000 August 1, 2032 August 1, 2023 @ 100 Series 2013 July 9, 2013 $ 305,000 August 1, 2033 August 1, 2023 @ 100 $ 2,505,000 The scope of our engagement was limited to verifying the mathematical accuracy of the computations contained in the Schedules to determine that the initial cash deposit and the anticipated receipts from the United States Treasury Securities - State and Local Government Series (referred to herein as the “SLGS” or the “Escrow Securities”) will be sufficient to pay, when due, the interest on and principal of the Refunded Bonds upon early redemption. We have reviewed the Official Statement for the Refunded Bonds. The Underwriter provided to us certain schedules relating to the Refunded Bonds and copies of the final subscription form for the purchase of SLGS (the “SLGS Confirmation”). We understand that the initial subscription forms were filed on April 19, 2021. We have compared the interest rates on the SLGS ordered to the rates shown on the Department of the Treasury, Bureau of the Public Debt entitled SLGS Table for Use on April 19, 2021 May 7, 2021 Page 2 and found that the interest rates shown on the subscription forms were less than or equal to the maximum allowable interest rate for each maturity date. We compared the information contained in the Schedules with certain information set forth in the Official Statements for the Refunded Bonds with respect to the principal maturity dates and amounts, coupon rates, interest payment dates, and early redemption provisions and with other information provided to us. The information provided to us and used in the preparation of the Schedules was in agreement with the above-mentioned information set forth in such documents. The computations contained in the Schedules are mathematically accurate and reflect that the initial cash deposit and the anticipated receipts from the Escrow Securities will be sufficient to pay, when due, the interest on and principal of the Refunded Bonds upon early redemption. The terms of our engagement are such that we have no obligation to update this report because of events occurring, or data or information coming to our attention, subsequent to the date of this Verification Report. Very truly yours, BLX Group LLC May 7, 2021 Page 3 NOTES AND ASSUMPTIONS 1.For cash flow purposes, all future receipts and payments with respect to the Escrow Securities are assumed to be received or paid on the scheduled due dates set forth herein. 2.Sources and Uses of Funds are assumed to be as set forth on Schedule A hereof. 3.Computations of yield are based on a 360-day year and semiannual compounding. City of Sanger General Obligation Refunding Bonds, Taxable Series 2021B Verification Report - May 7, 2021 Schedule A - Sources & Uses of Funds Issue Date:May 7, 2021 Taxable Series 2021B Sources of Funds Proceeds Par Amount 2,830,000.00 Issuer Contribution 31,693.33 Total Sources of Funds 2,861,693.33 Uses of Funds Escrow Fund Cash Deposit 1.94 Purchase Price of SLGS 2,791,628.00 Total Escrow Cost 2,791,629.94 Cost of Issuance 43,080.00 Underwriters Discount 23,961.86 Contingency 3,021.53 Total Uses of Funds 2,861,693.33 Page 1 Escrow Fund City of Sanger General Obligation Refunding Bonds, Taxable Series 2021B Verification Report - May 7, 2021 Schedule B - Escrow Fund 1. Escrow Requirements Redemption Principal Debt Scheduled Called Premium @ Escrow Date Type Coupon Amount Interest Service Principal Principal Interest 100.000%Requirements 08/01/21 59,425.00 59,425.00 59,425.00 59,425.00 02/01/22 59,425.00 59,425.00 59,425.00 59,425.00 08/01/22 59,425.00 59,425.00 59,425.00 59,425.00 02/01/23 59,425.00 59,425.00 59,425.00 59,425.00 08/01/23 59,425.00 59,425.00 2,505,000 59,425.00 2,564,425.00 02/01/24 59,425.00 59,425.00 0.00 08/01/24 Serial 3.500%205,000 59,425.00 264,425.00 0.00 02/01/25 55,837.50 55,837.50 0.00 08/01/25 Term 2026 4.500%210,000 55,837.50 265,837.50 0.00 02/01/26 51,112.50 51,112.50 0.00 08/01/26 Term 2026 4.500%220,000 51,112.50 271,112.50 0.00 02/01/27 46,162.50 46,162.50 0.00 08/01/27 Term 2028 4.750%230,000 46,162.50 276,162.50 0.00 02/01/28 40,700.00 40,700.00 0.00 08/01/28 Term 2028 4.750%240,000 40,700.00 280,700.00 0.00 02/01/29 35,000.00 35,000.00 0.00 08/01/29 Term 2030 5.000%255,000 35,000.00 290,000.00 0.00 02/01/30 28,625.00 28,625.00 0.00 08/01/30 Term 2030 5.000%265,000 28,625.00 293,625.00 0.00 02/01/31 22,000.00 22,000.00 0.00 08/01/31 Term 2033 5.000%280,000 22,000.00 302,000.00 0.00 02/01/32 15,000.00 15,000.00 0.00 08/01/32 Term 2033 5.000%295,000 15,000.00 310,000.00 0.00 02/01/33 7,625.00 7,625.00 0.00 08/01/33 Term 2033 5.000%305,000 7,625.00 312,625.00 0.00 2,505,000 1,020,100.00 3,525,100.00 0 2,505,000 297,125.00 0.00 2,802,125.00 Original Debt Service Requirements Escrow Requirements Page 3 City of Sanger General Obligation Refunding Bonds, Taxable Series 2021B Verification Report - May 7, 2021 Schedule B - Escrow Fund 2. Escrow Securities Total Security Security Purchase Maturity Par Purchase Accrued Purchase ID Type Date Date Amount Coupon Yield Price Price Interest Price 1 SLGS Certificate 05/07/21 08/01/21 58,303 0.010%0.010%100.00000 58,303.00 0.00 58,303.00 2 SLGS Certificate 05/07/21 02/01/22 57,051 0.040%0.040%100.00000 57,051.00 0.00 57,051.00 3 SLGS Note 05/07/21 08/01/22 57,068 0.070%0.070%100.00000 57,068.00 0.00 57,068.00 4 SLGS Note 05/07/21 02/01/23 57,087 0.110%0.110%100.00000 57,087.00 0.00 57,087.00 5 SLGS Note 05/07/21 08/01/23 2,562,119 0.180%0.180%100.00000 2,562,119.00 0.00 2,562,119.00 2,791,628 2,791,628.00 0.00 2,791,628.00 Escrow Fund Cash Deposit 1.94 Purchase Price of Escrow Securities 2,791,628.00 Total Escrow Fund:2,791,629.94 Page 4 City of Sanger General Obligation Refunding Bonds, Taxable Series 2021B Verification Report - May 7, 2021 Schedule B - Escrow Fund 3. Escrow Securities Cash Flow Sec. ID.1.00 2.00 3.00 4.00 5.00 Security Type:SLGS Certificate SLGS Certificate SLGS Note SLGS Note SLGS Note Coupon:0.010%0.040%0.070%0.110%0.180% Par Amount:58,303 57,051 57,068 57,087 2,562,119 Maturity Date:08/01/21 02/01/22 08/01/22 02/01/23 08/01/23 Purchase Price:100.0000 100.0000 100.0000 100.0000 100.0000 Escrow Accrued Interest:-----Securities Total Purchase Price:58,303.00 57,051.00 57,068.00 57,087.00 2,562,119.00 Receipts 05/07/21 0.00 08/01/21 58,304.37 0.00 9.49 14.92 1,095.62 59,424.40 02/01/22 0.00 57,067.88 19.97 31.40 2,305.91 59,425.16 08/01/22 0.00 0.00 57,087.97 31.40 2,305.91 59,425.28 02/01/23 0.00 0.00 0.00 57,118.40 2,305.91 59,424.31 08/01/23 0.00 0.00 0.00 0.00 2,564,424.91 2,564,424.91 58,304.37 57,067.88 57,117.43 57,196.12 2,572,438.26 2,802,124.06 Page 5 City of Sanger General Obligation Refunding Bonds, Taxable Series 2021B Verification Report - May 7, 2021 Schedule B - Escrow Fund 4. Escrow Cash Flow Sufficiency Escrow Total Beginning Cash Securities Escrow Ending Date Balance Deposit Receipts Requirements Balance 05/07/21 0.00 1.94 0.00 0.00 1.94 08/01/21 1.94 59,424.40 (59,425.00)1.34 02/01/22 1.34 59,425.16 (59,425.00)1.50 08/01/22 1.50 59,425.28 (59,425.00)1.78 02/01/23 1.78 59,424.31 (59,425.00)1.09 08/01/23 1.09 2,564,424.91 (2,564,425.00)1.00 1.94 2,802,124.06 (2,802,125.00) Page 6 Schedules provided by the Underwriter City of Sanger, Texas General Obligation Refunding Bonds, Taxable Series 2021B (TAXABLE Refunding of 2013 CO's - FINAL Pricing 4-19-21) Escrow Fund Cashflow Date Principal Rate Interest Receipts Disbursements Cash Balance 05/07/2021 ---1.94 -1.94 08/01/2021 58,303.00 0.010%1,121.40 59,424.40 59,425.00 1.34 02/01/2022 57,051.00 0.040%2,374.16 59,425.16 59,425.00 1.50 08/01/2022 57,068.00 0.070%2,357.28 59,425.28 59,425.00 1.78 02/01/2023 57,087.00 0.110%2,337.31 59,424.31 59,425.00 1.09 08/01/2023 2,562,119.00 0.180%2,305.91 2,564,424.91 2,564,425.00 1.00 Total $2,791,628.00 -$10,496.06 $2,802,126.00 $2,802,125.00 - Investment Parameters Investment Model [PV, GIC, or Securities]Securities Default investment yield target Bond Yield Cash Deposit 1.94 Cost of Investments Purchased with Bond Proceeds 2,791,628.00 Total Cost of Investments $2,791,629.94 Target Cost of Investments at bond yield $2,701,221.56 Actual positive or (negative) arbitrage (90,408.38) Yield to Receipt 0.1764995% Yield for Arbitrage Purposes 1.7324724% State and Local Government Series (SLGS) rates for 4/19/2021 2021B TAX Refunding Repri | SINGLE PURPOSE | 4/19/2021 | 12:53 PM Raymond James Public Finance Page 5 City of Sanger, Texas Combination Tax & Revenue Certificates of Obligation, Series 2013 (Certificates to be Refunded) Debt Service To Maturity And To Call Date Refunded Bonds Refunded Interest D/S To Call Principal Coupon Interest Refunded D/S Fiscal Total 05/07/2021 -------- 08/01/2021 -59,425.00 59,425.00 --59,425.00 59,425.00 - 09/30/2021 -------59,425.00 02/01/2022 -59,425.00 59,425.00 --59,425.00 59,425.00 - 08/01/2022 -59,425.00 59,425.00 --59,425.00 59,425.00 - 09/30/2022 -------118,850.00 02/01/2023 -59,425.00 59,425.00 --59,425.00 59,425.00 - 08/01/2023 2,505,000.00 59,425.00 2,564,425.00 --59,425.00 59,425.00 - 09/30/2023 -------118,850.00 02/01/2024 -----59,425.00 59,425.00 - 08/01/2024 ---205,000.00 3.500%59,425.00 264,425.00 - 09/30/2024 -------323,850.00 02/01/2025 -----55,837.50 55,837.50 - 08/01/2025 ---210,000.00 4.500%55,837.50 265,837.50 - 09/30/2025 -------321,675.00 02/01/2026 -----51,112.50 51,112.50 - 08/01/2026 ---220,000.00 4.500%51,112.50 271,112.50 - 09/30/2026 -------322,225.00 02/01/2027 -----46,162.50 46,162.50 - 08/01/2027 ---230,000.00 4.750%46,162.50 276,162.50 - 09/30/2027 -------322,325.00 02/01/2028 -----40,700.00 40,700.00 - 08/01/2028 ---240,000.00 4.750%40,700.00 280,700.00 - 09/30/2028 -------321,400.00 02/01/2029 -----35,000.00 35,000.00 - 08/01/2029 ---255,000.00 5.000%35,000.00 290,000.00 - 09/30/2029 -------325,000.00 02/01/2030 -----28,625.00 28,625.00 - 08/01/2030 ---265,000.00 5.000%28,625.00 293,625.00 - 09/30/2030 -------322,250.00 02/01/2031 -----22,000.00 22,000.00 - 08/01/2031 ---280,000.00 5.000%22,000.00 302,000.00 - 09/30/2031 -------324,000.00 02/01/2032 -----15,000.00 15,000.00 - 08/01/2032 ---295,000.00 5.000%15,000.00 310,000.00 - 09/30/2032 -------325,000.00 02/01/2033 -----7,625.00 7,625.00 - 08/01/2033 ---305,000.00 5.000%7,625.00 312,625.00 - 09/30/2033 -------320,250.00 Total $2,505,000.00 $297,125.00 $2,802,125.00 $2,505,000.00 -$1,020,100.00 $3,525,100.00 - Yield Statistics Base date for Avg. Life & Avg. Coupon Calculation 5/07/2021 Average Life 8.116 Years Average Coupon 4.8619330% Weighted Average Maturity (Par Basis) 8.116 Years Weighted Average Maturity (Original Price Basis) 8.116 Years Refunding Bond Information Refunding Dated Date 5/07/2021 Refunding Delivery Date 5/07/2021 2013 CO's to be Refunded | SINGLE PURPOSE | 4/19/2021 | 12:55 PM Raymond James Public Finance Page 7 City of Sanger, Texas General Obligation Refunding Bonds, Taxable Series 2021B (TAXABLE Refunding of 2013 CO's - FINAL Pricing 4-19-21) Summary Of Bonds Refunded Issue Maturity Type of Bond Coupon Maturity Value Call Date Call Price Dated 7/09/2013 | Delivered 7/09/2013 2013 CO's to be Refunded 08/01/2024 Serial Coupon 3.500%205,000 08/01/2023 100.000% 2013 CO's to be Refunded 08/01/2025 Term 1 Coupon 4.500%210,000 08/01/2023 100.000% 2013 CO's to be Refunded 08/01/2026 Term 1 Coupon 4.500%220,000 08/01/2023 100.000% 2013 CO's to be Refunded 08/01/2027 Term 2 Coupon 4.750%230,000 08/01/2023 100.000% 2013 CO's to be Refunded 08/01/2028 Term 2 Coupon 4.750%240,000 08/01/2023 100.000% 2013 CO's to be Refunded 08/01/2029 Term 3 Coupon 5.000%255,000 08/01/2023 100.000% 2013 CO's to be Refunded 08/01/2030 Term 3 Coupon 5.000%265,000 08/01/2023 100.000% 2013 CO's to be Refunded 08/01/2031 Term 4 Coupon 5.000%280,000 08/01/2023 100.000% 2013 CO's to be Refunded 08/01/2032 Term 4 Coupon 5.000%295,000 08/01/2023 100.000% 2013 CO's to be Refunded 08/01/2033 Term 4 Coupon 5.000%305,000 08/01/2023 100.000% Subtotal --$2,505,000 -- Total --$2,505,000 -- 2021B TAX Refunding Repri | SINGLE PURPOSE | 4/19/2021 | 12:55 PM Raymond James Public Finance Page 8 SLGS Confirmations DEPARTMENT OF THE TREASURY BUREAU OF THE FISCAL SERVICE PARKERSBURG, WV 26106-0396 SUBSCRIPTION CONFIRMATION State and Local Government Series Securities Treasury Case Number: Program Type:Time Deposit Issue Amount:$2,791,628.00 Issue Date:05/07/2021 Owner Name:City of Sanger, Texas TIN: Rate Table Date:04/19/2021 Status:Complete Confirmation Date:04/19/2021 Confirmation Time:03:47 PM EDT Issue Information Treasury Case Number Status Complete Issue Date 05/07/2021 Issue Amount $2,791,628.00 Rate Table Date 04/19/2021 Owner Taxpayer Identification Number Underlying Bond Issue General Obligation Refunding Bonds, Taxable Series 2021B Owner Name City of Sanger, Texas Address Line 1 502 Elm Street Line 2 Line 3 City Sanger State TX Zip Code 76266 Contact Name Clayton Gray Telephone 940-458-7930 Fax E-mail cgray@sangertexas.org Trustee ABA Routing Number Bank Reference Number Bank Name UMB Bank, N.A. Address Line 1 6034 W. Courtyard Drive Line 2 Suite 370 Line 3 City Austin State TX Zip Code 78730 Contact Name Anne-Marie Hansen Telephone 512-582-5850 Fax E-mail Anne-Marie.Hansen@umb.com Funds for Purchase ABA Routing Number Bank Name UMB Bank, N.A. Contact Name Anne-Marie Hansen Telephone 512-582-5850 Fax E-mail Anne-Marie.Hansen@umb.com U.S. Treasury Securities OMB: No: 1535-0092 SLGS Time Deposit Date/Time: 04/19/2021 03:49 PM EDT Subscription View Page: 1 of 2 ACH Institutions & Instructions ABA Routing Number ABA Routing Number Bank Name UMB Bank, N.A.Account Name UMB Trust Clearance Address Line 1 928 Grand Blvd Account Number Line 2 4th Floor Account Type Checking Line 3 Attn: Corporate Trust City Kansas City State MO Zip Code 64106-0000 Contact Name Anne-Marie Hansen Telephone 512-582-5850 Fax E-mail Anne-Marie.Hansen@umb.com Subscriber ABA/TIN Organization Name UMB BANK N.A. Address Line 1 6034 West Courtyard Drive Line 2 Suite 370 Line 3 City Austin State TX Zip Code 78730 Contact Name Anne-Marie Hansen Telephone 512-423-0822 Fax E-mail anne-marie.hansen@umb.com Viewers ABA/TIN Organization Name No Viewers Assigned Securities Security Number Security Type Principal Amount Interest Rate Maturity Date First Interest Payment Date Security Description 1 C of I $58,303.00 0.010000000 08/01/2021 2 C of I $57,051.00 0.040000000 02/01/2022 3 Note $57,068.00 0.070000000 08/01/2022 08/01/2021 4 Note $57,087.00 0.110000000 02/01/2023 08/01/2021 5 Note $2,562,119.00 0.180000000 08/01/2023 08/01/2021 U.S. Treasury Securities OMB: No: 1535-0092 SLGS Time Deposit Date/Time: 04/19/2021 03:49 PM EDT Subscription View Page: 2 of 2 4137-1370-0141.2 GENERAL CERTIFICATE THE STATE OF TEXAS § COUNTY OF DENTON § CITY OF SANGER § We, the undersigned officers of the City of Sanger, Texas (the “City”), do hereby make and execute this certificate for the benefit of the Attorney General of the State of Texas and all other persons interested in the CITY OF SANGER, TEXAS GENERAL OBLIGATION REFUNDING BONDS, TAXABLE SERIES 2021B dated May 1, 2021 (the “Bonds”), now in the process of issuance, as follows: (1)The City is a duly incorporated Home Rule City, operating and existing under the Constitution and laws of the State of Texas and the City’s home rule charter, which charter has not been changed or amended since the passage of the ordinance authorizing the issuance of the City’s last obligations issued by the City and approval by the Attorney General of the State of Texas which were the City of Sanger, Texas General Obligation Refunding Bonds, Series 2019, dated August 1, 2019. According to the 2010 U.S. Census, the City’s population was 6,916. The City’s estimated 2020 population is 8,944. (2)The Bonds are being issued to provide funds to (i) refund the City’s General Obligation Refunding Bonds, Series 2013 dated June 15, 2013 (the “Refunded Obligations”) and (ii) pay costs of issuance of the Bonds and other professional services related thereto. (3)The currently effective ad valorem tax appraisal roll of the City (the “Tax Roll”) is the Tax Roll prepared and approved during the calendar year 2020, being the most recently approved Tax Roll of the City; the taxable property in the City has been appraised, assessed and valued as required and provided by the Texas Constitution and Property Tax Code (collectively, “Texas law”); the Tax Roll for the year has been submitted to the City Council of the City as required by Texas law, and has been approved and recorded by the City Council; and according to the Tax Roll for the year, the net aggregate taxable value of taxable property in the City (after deducting the amount of all applicable exemptions required or authorized under Texas law), upon which the annual ad valorem tax of the City has been or will be imposed or levied, is $792,348,389. (4)The following individuals are the duly elected and qualified Mayor, and City Council of the City holding the offices opposite their names: Thomas Muir Mayor Gary Bilyeu Mayor Pro Tem Marissa Barrett Councilmember, Place 1 Dennis Dillon Councilmember, Place 3 Allen Chick Councilmember, Place 4 David Clark Councilmember, Place 5 -2- 4137-1370-0141.2 (5)Jeriana Staton is the duly appointed and qualified Deputy City Secretary of the City and the duly appointed and qualified Interim City Manager. (6)None of the Refunded Obligations have ever been held in or purchased for the account of the interest and sinking fund created and maintained for the payment and security of the Refunded Obligations, and none of the Refunded Obligations are currently owned nor have any of the Refunded Obligations ever been purchased or held for any account or fund of the City. (7)With respect to the contracts executed in connection with the authorization and issuance of the Bonds, all disclosure filings and acknowledgments required by Section 2252.908, Texas Government Code, and the rules of the Texas Ethics Commission related to said provisions, have been made. (8)The City has never defaulted or nonappropriated under any of its payment or performance obligations or covenants under any of its bonds, notes, or other obligations of indebtedness for which its revenues or general credit are pledged. (9)The City has appropriated from current funds on hand an amount of money sufficient to pay the debt service payments scheduled to come due on the Bonds in 2021, if any, as well as any cash contributions in connection with the issuance of the Bonds. (10)Attached as Exhibit A is a true, full and correct debt service schedule for the Bonds. Attached as Exhibit B is a true, full and correct debt service schedule for all the City’s outstanding tax-supported debt but excluding the Refunded Obligations. The principal amount of the City’s total outstanding tax-supported debt, excluding the Refunded Obligations is $48,129,476. (11)The City has not entered into and will not enter into a contract with a counterparty that is a company identified on a list prepared and published by the Comptroller pursuant to Sections 2270.0201 and 225.153 of the Texas Government Code. [Signature Page Follows] 4137-1370-0141.2 Exhibit A Debt Service Schedule for the Bonds 4137-1370-0141.2 Exhibit B Debt Service Schedule of the City’s Outstanding Tax-Supported Debt (See Attached) 4137-1370-0141.2 4136-1303-6845.1 SIGNATURE IDENTIFICATION AND NO-LITIGATION CERTIFICATE THE STATE OF TEXAS § COUNTY OF DENTON § CITY OF SANGER § We, the undersigned officers of the City of Sanger, Texas (the “City”), certify that we officially signed, by our manual or facsimile signatures, on behalf of the City, the following described bonds, to wit: CITY OF SANGER, TEXAS GENERAL OBLIGATION REFUNDING BONDS, TAXABLE SERIES 2021B, dated May 1, 2021, and aggregating $2,830,000 (the “Refunding Bonds”). That the Refunding Bonds have been duly and officially executed by the undersigned with their manual or facsimile signatures in the same manner appearing hereon, and the undersigned hereby adopt and ratify their respective signatures in the manner appearing on each of the Certificates, whether in manual or facsimile form, as the case may be, as their own signatures. That on the date of such signing and on the date hereof, we were and are the duly chosen, qualified and acting officers authorized to execute the Refunding Bonds, and holding the official titles set forth below opposite such signatures. We further certify that no litigation is pending or, to our knowledge, threatened in any court in any way affecting the existence or boundaries of the City or the titles of its officers to their respective positions or their authority to act on the City’s behalf or to restrain or enjoin the issuance or delivery of the Refunding Bonds, or the levy, collection or application of the ad valorem taxes or revenues pledged or to be pledged to pay the principal of and interest on the Refunding Bonds, or the pledge thereof, or in April 19, 2021, authorizing the issuance, sale and delivery of the Refunding Bonds (the “Ordinance”), or contesting the powers of the City or the authorization of the Refunding Bonds or the Ordinance. We further certify that the information and data contained in the General Certificate dated April 19, 2021 remain true and correct as of this date. 5 4131-0972-0365.1 CLOSING CERTIFICATE OF THE ISSUER I, the undersigned authorized representative of the City of Sanger, Texas (the “Issuer”), acting solely in my official capacity, hereby certify as follows in connection with the issuance of $2,830,000 City of Sanger, Texas, General Obligation Refunding Bonds, Taxable Series 2021B (the “Bonds”). This certificate is being provided pursuant to Section 7(j)(9) of that certain Purchase Agreement dated April 19, 2021 between the Issuer and the Underwriter (the “Agreement”). Capitalized terms used herein without definition are defined in the Purchase Agreement: (i) the representations and warranties of the Issuer contained in the Agreement are true and correct in all material respects on and as of the date of Closing as if made on the date of Closing; (ii) except to the extent disclosed in the Official Statement, no litigation or proceeding against it is pending or, to my knowledge, threatened in any court or administrative body, nor to my knowledge is there a basis for litigation, which would (a) contest the right of the officials of the Issuer to hold and exercise their respective positions, (b) contest the due organization and valid existence of the Issuer, (c) contest the validity, due authorization and execution of the Bonds or the Issuer Documents or (d) attempt to limit, enjoin or otherwise prevent the Issuer from functioning and collecting taxes and other income or levying and collecting the taxes pledged or to be pledged to pay the principal of and interest on the Bonds, or the pledge thereof; (iii) all official action of the Issuer relating to the Bonds, the Issuer Documents and the Official Statement have been duly taken by the Issuer, are in full force and effect, and have not been amended, modified, supplemented or repealed; (iv) to the best of my knowledge, no event affecting the Issuer has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purpose for which it is to be used or which it is necessary to disclose therein in order to make the statements and information therein, in light of the circumstances under which made, not misleading in any material respect as of the time of Closing, and the information contained in the Official Statement is correct in all material respects and, as of the date of the Official Statement did not, and as of the date of the Closing does not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; and (v) there has not been any material adverse change in the financial condition of the Issuer since September 30, 2020, the latest date as of which audited financial information is available. [Signature Page Follows] 4150-6779-9340.1 Orrick, Herrington & Sutcliffe LLP 609 Main Street 40th Floor Houston, TX 77002=3106 +1 713 658-6400 orrick.com May 7, 2021 City of Sanger, Texas General Obligation Refunding Bonds, Taxable Series 2021B (Final Opinion) Ladies and Gentlemen: We have acted as bond counsel to the City of Sanger, Texas (the “City”) in connection with the issuance of $2,830,000 aggregate principal amount of bonds designated as “City of Sanger, Texas General Obligation Refunding Bonds, Taxable Series 2021B” (the “Bonds”). The Bonds are authorized by an ordinance adopted by the City Council (the “City Council”) on April 19, 2021 “Ordinance”). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Ordinance. In such connection, we have reviewed the Ordinance, certificates of the City, and others, and such other documents, opinions and matters to the extent we deemed necessary to render the opinions set forth herein. The opinions expressed herein are based on an analysis of existing laws, regulations, rulings and court decisions and cover certain matters not directly addressed by such authorities. Such opinions may be affected by actions taken or omitted or events occurring after the original delivery of the Bonds on the date hereof. We have not undertaken to determine, or to inform any person, whether any such actions are taken or omitted or events do occur or any other matters come to our attention after the original delivery of the Bonds on the date hereof. Accordingly, this letter speaks only as of its date and is not intended to, and may not, be relied upon or otherwise used in connection with any such actions, events or matters. Our engagement with respect to the Bonds has concluded with their issuance, and we disclaim any obligation to update this letter. We have assumed the genuineness of all documents and signatures presented to us (whether as originals or as copies) and the due and legal execution and delivery thereof by, and validity against, any parties other than the City. We have assumed, without undertaking to verify, the accuracy of the factual matters represented, warranted or certified in the documents referred to in the second paragraph hereof. Furthermore, we have assumed compliance with all covenants and agreements contained in the Ordinance. We call attention to the fact that the rights and obligations under the Bonds and the Ordinance and their enforceability may be subject to bankruptcy, insolvency, receivership, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases, and to the limitations on legal remedies against issuers in the State of Texas. We express no opinion with respect to any indemnification, contribution, liquidated damages, penalty (including any remedy deemed to constitute a penalty), right of set-off, arbitration, choice of law, choice of forum, choice of venue, non exclusivity of remedies, waiver or severability provisions contained in the foregoing documents. Our services did not include financial or other non-legal advice. Finally, we undertake no responsibility for the May 7, 2021 Page 2 4150-6779-9340.1 accuracy, completeness or fairness of the Official Statement or other offering material relating to the Bonds and express no opinion with respect thereto. Based on and subject to the foregoing, and in reliance thereon, as of the date hereof, we are of the following opinions: 1.The Bonds constitute the valid and binding obligations of the City. 2.The City Council has power and is obligated to levy an annual ad valorem tax, within the limits prescribed by law, upon taxable property located within the City, which taxes have been pledged irrevocably to pay the principal of and interest on the Bonds. Faithfully yours, ORRICK, HERRINGTON & SUTCLIFFE LLP 4137-4725-4573.1 Orrick, Herrington & Sutcliffe LLP 609 Main Street 40th Floor Houston, TX 77002=3106 +1 713 658-6400 orrick.com May 7, 2021 Raymond James & Associates, Inc. Oppenheimer & Co., Inc. SAMCO Capital Markets, Inc. City of Sanger, Texas General Obligation Refunding Bonds, Taxable Series 2021B (Supplemental Opinion) Ladies and Gentlemen: This letter is addressed to you, as the underwriter (the “Underwriter”), pursuant to Section 6(i)(7) of the Purchase Agreement, dated April 19, 2021 (the “Purchase Agreement”), between you and the City of Sanger, Texas (the “Issuer”), providing for the purchase of $2,830,000 principal amount of City of Sanger, Texas General Obligation Refunding Bonds, Series 2021B (the “Bonds”). The Bonds are being issued pursuant to an ordinance adopted by the City Council of the Issuer on April 19, 2021 (the “Ordinance”), and a pricing certificate for the Bonds (the “Pricing Certificate”) dated April 19, 2021 signed by an authorized representative of the District appointed by the Board (the Ordinance and the Pricing Certificate are collectively referred to herein as the “Bond Ordinance”). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Ordinance or, if not defined in the Ordinance, in the Purchase Agreement. We have delivered our final legal opinion (the “Bond Opinion”) as bond counsel to the Issuer concerning the validity of the Bonds and certain other matters, dated the date hereof and addressed to the Issuer. You may rely on such opinion as though the same was addressed to you. In connection with our role as bond counsel, we have reviewed the Purchase Agreement and the Bond Ordinance dated the date hereof, certificates of the Issuer and others, and such other documents, opinions and matters to the extent we deemed necessary to provide the opinions set forth herein. The opinions expressed herein are based on an analysis of existing laws, regulations, rulings and court decisions and cover certain matters not directly addressed by such authorities. Such opinions may be affected by actions taken or omitted or events occurring after the original delivery of the Bonds on the date hereof. We have not undertaken to determine, or to inform any person, whether any such actions are taken or omitted or events do occur or any other matters come to our attention after the original delivery of the Bonds on the date hereof. We have assumed the genuineness of all documents and signatures presented to us (whether as originals or as copies) and the due and legal execution and delivery thereof by, and validity against, any parties other than the Issuer. We have assumed, without undertaking to verify, the accuracy of the factual matters represented, warranted or certified in the documents, and of the legal conclusions contained in the opinions, referred to in the third paragraph hereof. We have further assumed compliance with all covenants and agreements contained in such documents. In addition, we call attention to the fact that the rights and obligations under the Bonds, the Bond Ordinance and the Purchase Agreement and their enforceability may be subject to bankruptcy, insolvency, reorganization, receivership, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies in the State of Texas. We express no opinion with respect to any indemnification, contribution, liquidated damages, penalty (including any remedy deemed to May 7, 2021 Page 2 4137-4725-4573.1 constitute or having the effect of a penalty) right of set-off, arbitration, choice of law, choice of forum, choice of venue, non-exclusivity of remedies, waiver or severability provisions contained in the foregoing documents. Finally, we undertake no responsibility for the accuracy, except as expressly set forth in numbered paragraph 3 below, completeness or fairness of the Official Statement dated April 19, 2021 (the “Official Statement”) or other offering material relating to the Bonds and express no view or opinion relating thereto. Based on and subject to the foregoing, and in reliance thereon, as of the date hereof, we are of the following opinions: 1. The Ordinance has been duly adopted and is in full force and effect. 2. The Bonds are exempted securities under section 3(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and it is not necessary, in connection with the offering and sale of the Bonds to register the Bonds under the 1933 Act or to qualify the Ordinance under the Trust Indenture Act. 3. We have not verified and are not passing upon, and do not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Official Statement, but have reviewed the statements and information contained in the Official Statement under the captions and sub-captions “THE OBLIGATIONS” (except the subcaption “Sources and Uses of Funds”), “GENERAL INFORMATION REGARDING THE OBLIGATIONS,” “REGISTRATION, TRANSFER AND EXCHANGE,” “AD VALOREM PROPERTY TAXATION – Public Hearing and Maintenance and Operation Tax Rate Limitations,” “LEGAL MATTERS,” “TAX MATTERS,” “LEGAL INVESTMENTS IN TEXAS,” “REGISTRATION AND QUALIFICATION OF ISSUE FOR SALE” and “CONTINUING DISCLOSURE OF INFORMATION” (except the subcaption “Compliance With Prior Undertakings”), and we are of the opinion that the information relating to the Bonds and legal matters contained under such captions, and subcaptions is an accurate and fair description of the laws and legal issues addressed therein and, with respect to the Bonds, such information conforms to the Ordinance. This letter is furnished by us as bond counsel to the Issuer. No attorney-client relationship has existed or exists between our firm and you in connection with the Bonds or by virtue of this letter. Our engagement with respect to the Bonds has concluded with their issuance. We disclaim any obligation to update this letter. This letter is delivered to you as Underwriter of the Bonds, is solely for your benefit as such Underwriter and is not to be used, circulated, quoted or otherwise referred to or relied upon for any other purpose or by any other person. This letter is not intended to, and may not, be relied upon by owners of Bonds or by any other party to whom it is not specifically addressed. Faithfully yours, ORRICK, HERRINGTON & SUTCLIFFE LLP May 5, 2021 THIS IS TO CERTIFY that the City of Sanger, Texas (the "Issuer"), has submitted the City of Sanger, Texas General Obligation Refunding Bond, Taxable Series 2021B (the "Bond") in the principal amount of $2,830,000 for approval. The Bond is dated May 1, 2021, numbered T-1, and was authorized by an Ordinance of the Issuer passed on April 19, 2021. The Office of the Attorney General has examined the law and such certified proceedings and other papers as we deem necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon representations of the Issuer contained in the certified proceedings and other certifications of public officials furnished to us without undertaking to verify the same by independent investigation. We express no opinion relating to the official statement or any other offering material relating to the Bond. Based on our examination, we are of the opinion, as of the date hereof and under existing law, as follows: (1) The Bond has been issued in accordance with law and is a valid and binding obligation of the Issuer. (2) In accordance with the provisions of the law, including an Escrow Agreement dated April 19, 2021, firm banking arrangements have been made for the discharge and final payment or redemption of the obligations being refunded upon deposit of an amount sufficient to pay said obligations when due. (3) The Bond is payable from the proceeds of an annual ad valorem tax levied, within the limits prescribed by law, against all taxable property in the Issuer. Therefore, the Bond is approved. Post Of fice Box 12548, Austin, Texas 7 8 7 1 1 - 2 5 4 8 • ( 5 1 2 ) 4 6 3 - 2 1 0 0 • www.texasattor neygeneral.gov City of Sanger, Texas General Obligation Refunding Bond, Taxable Series 2021B - $2,830,000 Page 2- The Comptroller is instructed that he may register the Bond without the cancellation of the underlying obligations being refunded thereby. No. 69717 Book No. 2021-B MA *See attached Signature Authorization CITY OF SANGER, TEXAS 502 Elm Street Sanger, Texas 76266 March 1,2021 BOKF, NA 5956 Sherry Lane, Suite 1201 Dallas, Texas 75225 Attn: Corporate Trust Department Re: City of Sanger, Texas General Obligation Refunding Bonds, Series 2021 (the "Bonds") Ladies and Gentlemen: The City of Sanger, Texas (the "City") has authorized the issuance of the referenced Bonds for the purpose of refunding certain of the City's Texas Combination Tax and Revenue Certificates of Obligation, Series 2013 (the "Refunded Bonds"). The ordinance authorizing the issuance of the Refunded Bonds (the "Ordinance") requires that written notice be sent in the name of the City not less than thirty (30) days prior to a redemption date. As paying agent/registrar for the Refunded Bonds, BOKF, NA ("BOKF") is instructed to send notices in connection with each Refunded Bond in accordance with the Ordinance. BOKF will continue to act as paying agent for the life of the Refunded Bonds. BOKF hereby acknowledges and represents that it will not demand the payment of or collect future fees or expenses, if any, from funds to be provided to it for the payment of the principal and of and interest on the Refunded Bonds, but will look to payment of such fees and expenses from other funds provided by the City. Please acknowledge your receipt of this letter and the enclosures by signing the enclosed counterpart of this letter in the space provided below and returning it to the City at the address noted above. CITY OF SANGER, TEXAS By: . Thomas Muir, Muir, Mayor 4157-9167-2363.1 I, the undersigned officer of BOKF, NA, acknowledge receipt of the Notice of Redemption for certain City of Sanger, Texas Combination Tax and Revenue Certificates of Obligation, Series 2013, acknowledged this day of April, 2021. BOICF, NA By: Name: Title: 4157-9167-2363.1 Tony Hongnoi Vice President 19th NOTICE OF DEFEASANCE AND REDEMPTION • NOTICE is hereby given that City of Sanger, Texas (the "City-) will redeem the following bonds (the "Refunded Bonds") of the City on August 1, 2023: 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: Series to be Refunded Maturity Date Interest Rate Par Amount Call Date Call Price Comb Tax & Rev Cert of Oblig, Series 2013 Serial 08/01/2024 3.500% 205,000 08/01/2023 100.000 Term 26 08/01/2026 4.500% 430,000 08/01/2023 100.000 Term 28 08/01/2028 4.750% 470,000 08/01/2023 100.000 Term 30 08/01/2030 5.000% 520,000 08/01/2023 100.000 Term 33 08/01/2033 5.000% 880,000 08/01/2023 100.000 2,505,000 The redemption price for the Refunded Bonds is 100% of the par amount thereof plus accrued interest to the date of redemption. The principal amount of Refunded Bonds being redeemed shall become due and payable on the redemption date specified above, and upon the City's making due provision for the payment of the redemption price of such bonds, the interest on the principal amount of bonds being redeemed shall cease to accrue from and after the date of redemption. Payment of the redemption price for the principal amount of bonds being redeemed shall be made at the Designated Payment/Transfer Office of BOKF, NA, 5956 Sherry Lane, Suite 1201, Dallas, Texas 75225, only upon presentation and surrender by the holder thereof. 4157-9167-2363.1 d. Dollar Amount of Bond Premium, if any: f. Dollar Amount of Bond Original Issue Discount, if any: See Exhibit A attached Yes N/A See Exhibit B attached N/A Ad Valorem Taxes and Water and Sewer Revenue e. Issuer Contact Name and Title:Jeriana Stanton, Interim City Manager 8/1/2021 See Exhibit A attached 5/7/20214. Date Interest Accrues from: 3. Dated Date: 7. Maturity Dates, Maturity Amounts, Coupon Rates, Prices or Yields (If no reoffering yield (NRO) indicated, please provide yield separately.): h. Issuer Email:jstanton@sangertexas.org 940.458.7930 502 Elm Street, Sanger, Texas 76266 9. Mandatory Sinking Fund Redemption Dates: 8. Call Provisions, including Premiums, if any: 11. Do the bonds have a specific designation as qualified tax-exempt obligations? 10. Debt-Service Schedule (Principal and Interest, and Annual Totals, with the Fiscal Year identified): See Exhibit B attached 12. Derivative Products (Swaps, Interest Rate Management Agreements, etc.) - List any derivatives associated with financing: 14. Credit Enhancement (including PSF guarantee): 13. Pledge: tax (ad valorem, other), revenue, sales tax revenue, combination tax & rev: 30-Sep g. Issuer Phone: d. Issuer Fiscal Year End Date: f. Issuer Address: 6. First Interest Payment Date: List Conduit/Component/Related Entity/Other N/A 2. a. Total Par Amount: b. New Money Par: c. Refunding Par: g. If available, please email the DF2 file to brblgs@brb.state.tx.us. $2,855,000.00 $2,855,000.00 e. Cash Premium (Competitive Sales, usually found in the Initial Purchasers Section), if any: 5/7/2021 $0.00 $0.00 $0.00 5/1/2021 5. Closing Date (expected delivery date, on or about): OFFICE OF THE ATTORNEY GENERAL PUBLIC FINANCE DIVISION Additional Transcript Requirements Pursuant to Texas Government Code §1202.008 The following information is to be included in the transcript submitted to the Office of the Attorney General to obtain Attorney General approval of the issuance of bonds or other obligations. This information has been designated by the Bond Review Board as that to be collected pursuant to Texas Government Code §1202.008. If space is limited, please provide a specific cross- reference to the page in the Final Official Statement. Please submit excel copy of this form to brblgs@brb.texas.gov A. Please provide the following information for each bond series as well as an additional copy of the Final Official Statement. (Provide the requested information on this worksheet. The Bond Review Board does not receive the full transcript): b. Name of Bond Issue: c. Type of Issuer: (Governmental Entity, Conduit, Component or Related Entity) General Obligation Refunding Bonds,Taxable Series 2021B City of Sanger, Texas1. a. Name of the Governmental Entity: Governmental Entity Updated August 2016 15. Ratings: Assigned to the issue/Underlying: Rating Assigned to this Issue/ Rating Outlook Underlying Rating/ Rating Outlook Moody's S&P AA Fitch Other Not Rated B. Additional Information 8,235 / 2020 Source: OS N/A N/A 27. Commercial Paper Authorized - List all commercial paper programs, the amounts authorized and the amounts currently outstanding. 30. If the issuer is an ISD, is any portion of the debt exempt from Texas Education Agency Code 45.0031 (50-cent Debt test)? 29. Federal Program - If the debt is being issued under any direct special government program; name the program and the amount of authority being used: 28. Population - Provide the most current available population data: N/A N/A 26. CABs and CIBs – If not provided in the OS, please provide the per annum bond interest rates by maturity as shown in the bond order document. If provided in the OS, list the page(s): N/A N/A 21. Cash and Present Value Savings/Loss - If a refunding bond issue, please provide final schedule of cash and present value savings or loss. 20. Refunded Obligations - If applicable, include a schedule of obligations refunded by year, principal amount, and coupon. 19. Governmental Purchaser - please name purchaser (i.e. Texas Water Development Board): 18. Net effective interest rate pursuant to Government Code Chapter 1204.005: N/A See Exhibit C attached 4/19/2021 1.85% See Exhibit D attached N/A N/A Negotiated 25. Upcoming Called Bond Election: Please provide an attached schedule which shows date of election, purpose and amount by proposition. 24. Authorized but Unissued - For issues that require the use of voted bond authorization, list all authorized but unissued voted authority available, if any. 23. If voter approved - Provide bond election date(s), original amount(s) authorized and current amounts of principal and premium charged against voted authority. 22. Cash Defeasances - List all issues and maturities that have been cash defeased since the last issue of public securities approved by the Attorney General. 17. Date of Sale: 16. Type of Sale: (Negotiated, Competitive, Private Placement, Other) If other please explain Updated August 2016 Service Firm One-Time Fee Annual Fees (1) Bond Rating:Moody's Standard & Poor's 3,000.00 Fitch Other: Other Costs of Issuance: (2) Financial Advisor Government Capital Securities Corporation $27,000.00 Bond Counsel Orrick, Herrington & Sutcliffe LLP $6,250.00 Co Bond Counsel Issuer Counsel Bank Counsel Disclosure Counsel Paying Agent UMB Bank, N.A.$2,000.00 Trustee Remarketing Fees Liquidity Fees Accountant/CPA Printing POS/OS Posting Attorney General's Fee $2,830.00 Issuer Fees Escrow Agent see Paying Agent above Escrow Verification Fees BLX, LLC $1,500.00 Travel TCEQ Fee Bond Application Fee TWDB Fee Private Placement Fee Contingency Misc. Costs of Issuance: (3) including MAC Texas Fee $500.00 Total Costs of Issuance:$43,080.00 Credit Facility Bond Insurance Underwriting Spread: Takedown $12,712.50 Management Fee $2,830.00 Underwriter Counsel $6,000.00 Spread Expenses MAC $683; DTC $800; CUSIP $509; I-Deal $174.89; IPREO Wire Charges $135; IPREO Order Monitor $84.90; IPREO Sales Tax $32.57 $2,419.36 Total Underwriting Spread:(4)$23,961.86 - (2) Include all fees and expenses paid or reimbursed by the issuer. (3) Provide all other costs of issuance and identify the service provider and associated fees. No (4) Include all marketing and selling costs including structuring (management) fee, takedown, underwriting risk fee and expenses. 31. Costs of Issuance - Provide the information below: (If final costs are materially different, please submit changes directly to the Texas Bond Review Board, 512-463-1741 or fax 512-475-4802) (1) Refers to any recurring costs of an issuance including fees for paying agent, remarketing agent, credit provider and other similar services (may be expressed as a formula as appropriate). Did Underwriter Pay Bond Insurance Fee? Yes or No Did Underwriter Pay Underwriter Counsel’s Fee? Yes or No No No Did Underwriter Pay Rating Fee? Yes or No Updated August 2016 UW Participants Firm Senior Managing Underwriter Raymond James & Associates, Inc. Other Underwriters SAMCO Capital Markets, Inc. Oppenheimer & Co., Inc. Person Completing Form: Name:Hoang Vu Firm:Orrick, Herrington & Sutcliffe LLP Telephone:713.658.6400 E-mail:hvu@orrick.com The information presented on this form is used by the Texas Bond Review Board for compiling outstanding debt information and related costs of issuance for governmental issuers in Texas. For more information please see http://www.brb.texas.gov/local_debt.aspx Updated August 2016 Exhibit A EXHIBIT B EXHIBIT C EXHIBIT D 4150-5181-5213.2 UNITED STATES OF AMERICA STATE OF TEXAS CITY OF SANGER, TEXAS, GENERAL OBLIGATION REFUNDING BOND TAXABLE SERIES 2021B NUMBER PRINCIPAL AMOUNT T-1 $2,830,000 REGISTERED REGISTERED DATED DATE: May 1, 2021 REGISTERED OWNER: RAYMOND JAMES & ASSOCIATES, INC. PRINCIPAL AMOUNT: TWO MILLION EIGHT HUNDRED THIRTY THOUSAND 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 August 1 of each of the years and in the principal amounts set forth in the following schedule: Maturity (8/1) Principal Amount Interest Rate 2022 $ 55,000 0.250% 2023 55,000 0.350 2024 260,000 0.570 2025 255,000 0.870 2026 260,000 1.120 2027 265,000 1.420 2028 265,000 1.570 2029 275,000 1.830 2030 275,000 1.930 2031 285,000 1.980 2032 290,000 2.100 2033 290,000 2.130 (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 rate shown above, calculated on a basis of a 360-day year composed of twelve 30-day -2- 4150-5181-5213.1 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. Interest on this Bond is payable on August 1, 2021, and each February 1 and August 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 $2,830,000 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. THE BONDS MATURING on or after August 1, 2032, may be redeemed in whole or in part, on August 1, 2031 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. 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. NOTICE OF ANY SUCH REDEMPTION, identifying the Bonds or portions thereof to be redeemed, shall be sent by United States mail, first class, postage prepaid, to the Registered Owners thereof at their addresses as shown on the books of registration kept by the Paying Agent/Registrar, not less than thirty (30) days before the date fixed for such redemption. By the date fixed for redemption, due provision shall be made with the Paying Agent/Registrar for the payment of the redemption price of the Bonds called for redemption. If such notice of redemption is given, and if due provision for such payment is made, all as provided above, the Bonds which are to be so redeemed thereby automatically shall be redeemed prior to their scheduled maturities, they shall not bear interest after the date fixed for redemption, and they -3- 4150-5181-5213.1 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 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. -6- 4150-5181-5213.1 ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (Please print or type name, address and zip code of Transferee) (Please insert Social Security or Taxpayer Identification Number of Transferee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints ________________________________________ attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. 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. * * * * 4137-9758-6221.1 CITY OF SANGER, TEXAS April 19, 2021 The Attorney General of Texas Public Finance Division William P. Clements Building, 7th Floor 300 West 15th Street Austin, Texas 78701 The Comptroller of Public Accounts Public Finance Division 208 East 10th Street Austin, Texas 78701 Re: $2,830,000 City of Sanger, Texas General Obligation Refunding Bonds, Taxable Series 2021B Ladies and Gentlemen: The captioned Bonds are being sent to the Office of the Attorney General and it is requested that such office examine and approve the Bonds in accordance with law. After such approval, it is requested that the Attorney General deliver the Bonds to the Comptroller of Public Accounts for registration. Enclosed with the Bonds is a signed but undated copy of the Signature Identification and No Litigation Certificate relating to the Bonds. The Attorney General is hereby authorized and directed to date the Signature Identification and No Litigation Certificate concurrently with the date of approval of the Bonds. If any litigation or contest should develop pertaining to the Bonds or any other matters covered by said Signature Identification and No Litigation Certificate, the undersigned will notify the Attorney General thereof immediately by telephone. With this assurance the Attorney General can rely on the absence of any such litigation or contest, and on the veracity and currency of said Signature Identification and No Litigation Certificate, at the time the Attorney General approves the Bonds unless the Attorney General is notified otherwise as aforesaid. The Comptroller is hereby requested to register the Bonds as required by law and the proceedings authorizing the Bonds. After such registration the Comptroller is hereby authorized and directed to deliver the Bonds, together with three copies of each of the Attorney General’s approving Opinion and Comptroller’s Certificate to Hoang Vu, Orrick, Herrington & Sutcliffe LLP, 609 Main Street, 40th Floor, Houston, Texas 77002. 11511 Luna Road Suite 500 Farmers Branch, TX 75234 tel (214) 871-1400 reference no.: 1656485 April 5, 2021 City of Sanger 502 Elm Street Sanger, TX 76266 Attention: Mr. Clayton Gray, Interim City Manager Re:US$2,855,000 City of Sanger, Texas, (Denton County, Texas), General Obligation Refunding Bonds, Taxable Series 2021B, dated: May 01, 2021, due: August 01, 2033 Dear Mr. Gray: Pursuant to your request for an S&P Global Ratings rating on the above-referenced entity, S&P Global Ratings has assigned a rating of "AA" . S&P Global Ratings views the outlook for this rating as stable. A copy of the rationale supporting the rating is enclosed. This letter constitutes S&P Global Ratings' permission for you to disseminate the above-assigned ratings to interested parties in accordance with applicable laws and regulations. However, permission for such dissemination (other than to professional advisors bound by appropriate confidentiality arrangements or to allow the Issuer to comply with its regulatory obligations) will become effective only after we have released the ratings on standardandpoors.com. Any dissemination on any Website by you or your agents shall include the full analysis for the rating, including any updates, where applicable. Any such dissemination shall not be done in a manner that would serve as a substitute for any products and services containing S&P Global Ratings' intellectual property for which a fee is charged. 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If SEC rule 17g-5 is applicable, you may post such information on the appropriate website. For any information not available in electronic format or posted on the applicable website, Please send hard copies to: S&P Global Ratings Public Finance Department 55 Water Street New York, NY 10041-0003 The rating is subject to the Terms and Conditions, if any, attached to the Engagement Letter applicable to the rating. In the absence of such Engagement Letter and Terms and Conditions, the rating is subject to the attached Terms and Conditions. The applicable Terms and Conditions are incorporated herein by reference. S&P Global Ratings is pleased to have the opportunity to provide its rating opinion. For more information please visit our website at www.standardandpoors.com. If you have any questions, please contact us. Thank you for choosing S&P Global Ratings. Sincerely yours, S&P Global Ratings a division of Standard & Poor's Financial Services LLC tm PF Ratings U.S. (4/28/16)Page | 1 enclosures cc:Mr. Ted Christensen, President Government Capital Securities Corporation PF Ratings U.S. (4/28/16)Page | 2 S&P Global Ratings Terms and Conditions Applicable To Public Finance Credit Ratings General.The credit ratings and other views of S&P Global Ratings are statements of opinion and not statements of fact.Credit ratings and other views of S&P Global Ratings are not recommendations to purchase,hold,or sell any securities and do not comment on market price,marketability,investor preference or suitability of any security.While S&P Global Ratings bases its credit ratings and other views on information provided by issuers and their agents and advisors,and other information from sources it believes to be reliable,S&P Global Ratings does not perform an audit,and undertakes no duty of due diligence or independent verification,of any information it receives.Such information and S&P Global Ratings'opinions should not be relied upon in making any investment decision.S&P Global Ratings does not act as a "fiduciary"or an investment advisor. 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PF Ratings U.S. (4/28/16)Page | 4 Summary: Sanger, Texas; General Obligation Primary Credit Analyst: Jim Tchou, New York + 1 (212) 438 3821; jim.tchou@spglobal.com Secondary Contact: Amahad K Brown, Farmers Branch + 1 (214) 765 5876; amahad.brown@spglobal.com Table Of Contents Rating Action Stable Outlook Credit Opinion Related Research WWW.STANDARDANDPOORS.COM/RATINGSDIRECT APRIL 5, 2021 1 Summary: Sanger, Texas; General Obligation Credit Profile US$16.23 mil combination tax and rev certs of oblig ser 2021A dtd 05/01/2021 due 08/01/2044 Long Term Rating AA/Stable New US$2.855 mil GO rfdg bnds ser 2021B dtd 05/01/2021 due 08/01/2033 Long Term Rating AA/Stable New Sanger GO Long Term Rating AA/Stable Affirmed Rating Action S&P Global Ratings assigned its 'AA' rating and stable outlook to Sanger, Texas' roughly $16.23 million series 2021A combination tax and revenue certificates of obligation and roughly $2.855 million series 2021B general obligation (GO) refunding bonds and affirmed its 'AA' rating, with a stable outlook, on the city's existing GO debt. An ad valorem property tax, within limits prescribed by law, on all taxable property within the city secures the GO bonds. An ad valorem-tax pledge and limited surplus net revenue of the city's water-and-sewer system, not to exceed $1,000, secure the certificates. However, we rate the certificates based on the city's ad valorem-tax pledge. The maximum allowable rate in Texas is $2.50 per $100 of assessed value (AV) for all purposes with the portion dedicated to debt service limited to $1.50 per $100 of AV. The city's levy is well below the maximum at 67.91 cents, 7.3644 cents of which management dedicates to debt service. Based on the application of our criteria, titled "Issue Credit Ratings Linked To U.S. Public Finance Obligors' Creditworthiness," published Nov. 20, 2019, on RatingsDirect, we do not differentiate between the city's limited-tax GO debt and general creditworthiness. We posit that Sanger's ability to meet debt service and continue to operate has a strong link to its general creditworthiness and that there are no significant resource-fungibility limitations. Officials will use series 2021A certificate proceeds to expand and improve the water-and-sewer system, renovate the electric-utility system, and make citywide street improvements and series 2021B bond proceeds to refinance portions of series 2013 certificates for debt-service savings. Credit overview The more than 10-square-mile Sanger, just west of Lake Ray Roberts, is less than 50 miles north of Fort Worth and directly north of Denton. Interstate 35 runs through the heart of Sanger and provides residents with access to employment opportunities throughout the Dallas Metroplex, which has supported strong residential growth recently. Despite economic risks posed by COVID-19, active residential and commercial development is ongoing, providing WWW.STANDARDANDPOORS.COM/RATINGSDIRECT APRIL 5, 2021 2 near-term operating-revenue stability. In our opinion, finances are very strong, evidenced by sizable reserves established by policy and maintained over several years. We note that despite the winter storm in February 2021 and the presence of a municipal-owned electric utility, Sanger officials do not expect the storm to affect finances materially. The rating also reflects our opinion of the city's: • Strong economy, with access to a broad and diverse metropolitan statistical area (MSA); • Very strong financial management, with strong financial policies and practices under our Financial Management Assessment (FMA) methodology; • Strong budgetary performance, with operating surpluses in the general fund and at the total governmental-fund level in fiscal 2020; • Very strong budgetary flexibility, with available fund balance in fiscal 2020 at 109% of operating expenditures; • Very strong liquidity, with total government available cash at 2.3x total governmental-fund expenditures and 22.9x governmental debt service, and access to external liquidity we consider strong; • Very weak debt-and-contingent-liability position, with debt service carrying charges at 10% of expenditures and net direct debt that is 200.9% of total governmental-fund revenue; and • Strong institutional framework score. The stable outlook reflects S&P Global Ratings' opinion finances will likely remain stable during the next few fiscal years, supported by ongoing local economic growth due to its location. Environmental, social, and governance (ESG) factors The rating incorporates our view regarding health-and-safety risks due to COVID-19. Absent short-term implications of COVID-19, we consider social risks in-line with the sector standard. We have analyzed Sanger's environmental and governance risks relative to its economy, management, financial measures, and debt-and-liability profile and have determined all are on par with our view of the sector standard. Stable Outlook Downside scenario We could lower the rating if budgetary performance were to experience sustained imbalance, leading to significantly deteriorated reserves. Upside scenario We could raise the rating if ongoing economic expansion were to improve income and property values to levels we consider in-line with higher-rated peers or if management were to maintain reserves consistently at levels higher that 75% of expenditures during a sustained period. WWW.STANDARDANDPOORS.COM/RATINGSDIRECT APRIL 5, 2021 3 Summary: Sanger, Texas; General Obligation Credit Opinion Strong economy We consider Sanger's economy strong. The city, with a population estimate of 9,304, is in Denton County in the Dallas-Fort Worth-Arlington MSA, which we consider broad and diverse. Projected per capita effective buying income is 100% of the national level and per capita market value is $85,162. Overall, market value has grown by 22.9% during the past year to $792.3 million in fiscal 2021. County unemployment was 3% in 2019, pre-COVID-19. Following unemployment of 12.8% in April 2020, unemployment decreased to about 5.8% in January 2021 and averaged roughly 6.6% in 2020 due to COVID-19. The primarily residential city has experienced strong retail and commercial growth with more land available for development. Due to commercial and residential expansion, property value has increased at elevated rates. Net taxable AV has increased by 50% during the past five years and 23% in fiscal 2021, the most recent year. Ongoing economic development includes several new phases of existing developments underway or residential lots released for construction. Commercial development typically follows residential development, and the city experiences some commercial growth. Sanger should see more commercial growth as the population increases. Overall, we expect continued economic growth in conjunction with the expansion of I-35 improving access to the Dallas Metropolitan area. Very strong management We revised our view of the city's financial management to very strong from strong with strong financial policies and practices under our FMA methodology, indicating financial practices are strong, well embedded, and likely sustainable. The revision reflects our understanding Sanger uses long-term financial projections that forecast major general fund revenue and expenditure items four years beyond the budget year. Forecast assumptions also include varying growth projections, not just straight-line projections. Highlights include management's: • Revenue and expenditure assumptions based, in part, on three years of historical trends, coupled with information from outside sources to assist with forecasting; • Monthly budget-to-actual reports to the city council; • Use of a five-year capital-improvement plan with estimated costs and identified funding sources; • Formal investment-management policy that follows state guidelines with monthly performance reports to the council; • Formal debt-management policy; and • Formal fund-balance policy of maintaining a minimum 25% of annual operating expenditures. Strong budgetary performance Sanger's budgetary performance is strong, in our opinion. The city had general fund operating surpluses at 40% of WWW.STANDARDANDPOORS.COM/RATINGSDIRECT APRIL 5, 2021 4 Summary: Sanger, Texas; General Obligation expenditures and 23.6% across all governmental funds in fiscal 2020. Our assessment accounts for the fact that we expect budgetary results could deteriorate somewhat from fiscal 2020 results during the next few years. We have adjusted our ratios for, what we view as, recurring transfers into and from the general fund. Officials partially attribute fiscal 2020 performance to property tax revenue coming in 7% higher due to growing property values and sales-tax revenue coming in 21% higher due to local economic growth. Charges for services also increased by 7% due primarily to higher building permit revenue in fiscal 2020. In fiscal 2020, property taxes generated 48% of general fund revenue, followed by sales taxes at 13% and charges for services at 12%. The operationally balanced fiscal 2021 budget indicates reserves will likely remain stable. Officials indicate the budget is trending accordingly, and they conservatively expect to end fiscal 2021 with breakeven operations. Officials expect to adopt a balanced fiscal 2022 budget, and they forecast reserves will remain relatively stable. Very strong budgetary flexibility Sanger's budgetary flexibility is very strong, in our view, with available fund balance in fiscal 2020 at 109% of operating expenditures, or $7.3 million. We expect available fund balance will likely remain more than 30% of expenditures for the current and next fiscal years, which we view as a positive credit factor. We expect budgetary flexibility will likely remain, what we consider, very strong during the next two fiscal years, supported by Sanger's good history of maintaining available reserves well above its formal minimum 25%-of-expenditures reserve policy. While reserves increased in fiscal 2020, we think management could use reserves in excess of its policy for one-time items once COVID-19 is over; there, however, are currently no definitive plans to draw on reserves materially. Very strong liquidity In our opinion, Sanger's liquidity is very strong, with total government available cash at 2.3x total governmental-fund expenditures and 22.9x governmental debt service in fiscal 2020. In our view, the city has strong access to external liquidity if necessary. In our opinion, Sanger's access to the debt market during the past 20 years and issuance of mainly tax-backed bonds demonstrate its strong access to external liquidity. The city has historically had, what we consider, very strong cash. In addition, we do not imagine Sanger's cash will likely deteriorate during the next two fiscal years. All investments comply with state guidelines. As of Sept. 30, 2020, investments, which we do not consider aggressive, were primarily in certificates of deposit and money-market accounts. Sanger privately placed the series 2007 certificates, which have only $795,000 outstanding. We understand privately placed documents are standard and do not present liquidity risk. Due to this private placement's relatively small size and standard bond provisions, we do not consider the certificates a contingent-liability risk. Very weak debt-and-contingent-liability profile In our view, Sanger's debt-and-contingent-liability profile is very weak. Total governmental-fund debt service is 10% of total governmental-fund expenditures, and net direct debt is 200.9% of total governmental-fund revenue. Following the series 2021A and 2021B issuances, the city will have about $37.3 million in direct debt outstanding, WWW.STANDARDANDPOORS.COM/RATINGSDIRECT APRIL 5, 2021 5 Summary: Sanger, Texas; General Obligation $18.2 million of which is self-supported with utility revenue. Overall net debt is about 4.1% of market value. We understand officials do not currently plan to issue additional debt during the next two years. Pension and other-postemployment-benefit (OPEB) highlights • We do not view pension and OPEB liabilities as an immediate credit pressure for Sanger because we consider required contributions manageable compared with total governmental expenditures. • If required material contributions were to increase unexpectedly during the next few fiscal years, we do not think this will likely have an effect on fiscal stability due to reserves, including utility funds, officials could use for contingencies, if needed. As of Dec. 31, 2019, the latest measurement date, Sanger participates in the state-administered Texas Municipal Retirement System (TMRS), which was 90.5% funded, with a net pension liability equal to $1 million. Sanger's combined required pension and actual OPEB contribution totaled 4.1% of total governmental-fund expenditures in fiscal 2020. The city made its full annual required pension contribution in fiscal 2020. Sanger's required pension contribution is its actuarially determined contribution, calculated at the state level based on an actuary study; the city has historically funded annual required costs in full. Actuarial assumptions include a 6.75% discount, which we view as somewhat aggressive, representing market risk and resulting in contribution volatility if TMRS fails to meet assumed investment targets. In addition, contributions are likely to grow due to level-payroll funding rather than level-dollar contributions, which would result in consistent payments. Sanger also participates in the cost-sharing, multiple-employer, defined-benefit, group-term, TMRS-operated, life-insurance coverage known as the supplemental-death-benefits fund; the city could terminate this coverage and discontinue participation by adopting an ordinance before Nov. 1 of any year, effective the following Jan. 1. Retiree death benefits are an OPEB. Death benefits are a fixed $7,500. Strong institutional framework The institutional framework score for Texas municipalities is strong. Related Research • S&P Public Finance Local GO Criteria: How We Adjust Data For Analytic Consistency, Sept. 12, 2013 • Alternative Financing: Disclosure Is Critical To Credit Analysis In Public Finance, Feb. 18, 2014 • Criteria Guidance: Assessing U.S. Public Finance Pension And Other Postemployment Obligations For GO Debt, Local Government GO Ratings, And State Ratings, Oct. 7, 2019 • Through The ESG Lens 2.0: A Deeper Dive Into U.S. Public Finance Credit Factors, April 28, 2020 • 2020 Update Of Institutional Framework For U.S. Local Governments Certain terms used in this report, particularly certain adjectives used to express our view on rating relevant factors, have specific meanings ascribed to them in our criteria, and should therefore be read in conjunction with such criteria. Please see Ratings Criteria at www.standardandpoors.com for further information. 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Page 1 of 5 4131-2992-9261.1 UNITED STATES OF AMERICA STATE OF TEXAS CITY OF SANGER, TEXAS, GENERAL OBLIGATION REFUNDING BOND TAXABLE SERIES 2021B NUMBER PRINCIPAL AMOUNT R-1 $55,000 REGISTERED REGISTERED INTEREST RATE:DATED DATE:MATURITY DATE:CUSIP: 0.250% May 1, 2021 August 1, 2022 800876 HP2 REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: FIFTY-FIVE THOUSAND 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. Interest on this Bond is payable on August 1, 2021, and each February 1 and August 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 $2,830,000 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. SPECIMEN Page 2 of 5 4131-2992-9261.1 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. THE BONDS MATURING on or after August 1, 2032, may be redeemed in whole or in part, on August 1, 2031or 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. 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. NOTICE OF ANY SUCH REDEMPTION, identifying the Bonds or portions thereof to be redeemed, shall be sent by United States mail, first class, postage prepaid, to the Registered Owners thereof at their addresses as shown on the books of registration kept by the Paying Agent/Registrar, not less than thirty (30) days before the date fixed for such redemption. By the date fixed for redemption, due provision shall be made with the Paying Agent/Registrar for the payment of the redemption price of the Bonds called for redemption. If such notice of redemption is given, and if due provision for such payment is made, all as provided above, the Bonds which are to be so redeemed thereby automatically shall be redeemed prior to their scheduled maturities, they shall not bear interest after the date fixed for redemption, and they shall not be regarded as being outstanding except for the purpose of being paid with the funds so provided for such payment. THIS BOND IS TRANSFERABLE only upon presentation and surrender at the principal corporate trust office of the Paying Agent/Registrar, accompanied by an assignment duly executed by the Registered Owner or its authorized representative, subject to the terms and conditions of the Ordinance. THIS BOND IS EXCHANGEABLE at the principal corporate trust office of the Paying Agent/Registrar for a Bond or Bonds of the same maturity and interest rate and in the principal amount of $5,000 or any integral multiple thereof, subject to the terms and conditions of the Ordinance. 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. SPECIMEN Page 3 of 5 4131-2992-9261.1 THE REGISTERED OWNER of this Bond by acceptance hereof, acknowledges and agrees to be bound by all the terms and conditions of the Ordinance. IT IS HEREBY DECLARED AND REPRESENTED that this Bond has been duly and validly issued and delivered; that all acts, conditions and things required or proper to be performed, exist and to be done precedent to or in the issuance and delivery of this Bond have been performed, exist and have been done in accordance with law; that the Bonds do not exceed any constitutional or statutory limitation; and that annual ad valorem taxes sufficient to provide for the payment of the interest on and principal of this Bond, as such interest comes due and such principal matures, have been levied and ordered to be levied, within the limits prescribed by law, against all taxable property in the City and have been irrevocably pledged for such payment. REFERENCE IS HEREBY MADE TO THE ORDINANCE, a copy of which is filed with the Paying Agent/Registrar, for the full provisions thereof, to all of which the Registered Owners of the Bonds assent by acceptance of the Bonds. IN WITNESS WHEREOF, the City has caused this Bond to be signed by the Mayor, countersigned by the City Secretary by their manual, lithographed or printed facsimile signatures. * * * SPECIMEN Page 4 of 5 4131-2992-9261.1 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. UMB Bank, N.A., as Paying Agent/Registrar By: Authorized Signature: Date of Authentication: * * * SPECIMEN Page 5 of 5 4131-2992-9261.1 ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (Please print or type name, address and zip code of Transferee) (Please insert Social Security or Taxpayer Identification Number of Transferee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints ________________________________________ attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. 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. * * * SPECIMEN MEMORANDUM To: Working Group Members – City of Sanger From: Ted Christensen, Government Capital Securities Corporation Re: Certificates of Obligation, Series 2021 and GO Refunding Bonds, Taxable Series 2021B Date: May 7, 2021 (Funding Date) The closing of the above referenced transactions is scheduled for Friday, May 7, 2021. We anticipate that the closings will occur prior to 10:00am (CDT). Funds will be wired from the City of Sanger (“The Issuer”) and Raymond James (“The Underwriter”) to UMB Bank (“UMB” or the “Paying Agent”). UMB Bank will then disburse funds pursuant to the directions below. Certificates of Obligation, Series 2021 PAYMENT AND TRANSFER OF AVAILABLE FUNDS From Underwriter: To UMB Bank as Paying Agent: $20,432,153.64 Bank Name: UMB Bank, N.A. ABA Number: BNF Name: Trust Operations BNF A/C: OBI Field: City of Sanger (Certificates of Obligation, Series 2021) BBI Field: Attn: Anne‐Marie Hansen 512‐582‐5850 Total Wires to Paying Agent $20,432,153.64 DISBURSEMENTS The proceeds available will be treated as follows: 1. UMB Bank will retain $500.00 for Services as Paying Agent. 2. UMB Bank will wire $20,270,903.64 to the City of Sanger representing the deposit to the Project Fund ($19,999,632.81) and Bond Fund ($271,270.83). Wire instructions for the City of Sanger are as follows: Bank Name: First United Bank 1403 W Chapman Dr, Sanger, TX 76266 Judy Kindiger, (940) 302‐6040 ABA #: FINALv2 3. The Paying Agent will wire transfer $160,750.00 to pay certain cost of issuance expenses related to the sale of the CO to Government Capital Securities Corporation as follows: Bank Name: Wells Fargo Bank Texas, NA ABA#: Acct Name: Governmental Capital Securities Corporation Total Disbursements from Paying Agent $20,432,153.64 General Obligation Refunding Bonds, Taxable Series 2021B PAYMENT AND TRANSFER OF AVAILABLE FUNDS From Underwriter: To UMB Bank as Paying/Escrow Agent: $2,806,038.14 Bank Name: UMB Bank, N.A. ABA Number: BNF Name: Trust Operations BNF A/C: OBI Field: City of Sanger (General Obligation Refunding Bonds, Taxable Series 2021B) BBI Field: Attn: Anne‐Marie Hansen 512‐582‐5850 From Issuer: To UMB Bank as Paying/Escrow Agent: $31,693.33 Bank Name: UMB Bank, N.A. ABA Number: BNF Name: Trust Operations BNF A/C: OBI Field: City of Sanger (General Obligation Refunding Bonds, Taxable Series 2021B) BBI Field: Attn: Anne‐Marie Hansen 512‐582‐5850 Total Wires to Paying/Escrow Agent $2,837,731.47 DISBURSEMENTS The proceeds available will be treated as follows: 1. UMB Bank will retain $2,000.00 for Services as Escrow/Paying Agent. 2. UMB Bank will deposit $2,791,629.94 into the “Escrow Fund” as defined in the Escrow Agreement between the Issuer and the Escrow Agent, to be applied in accordance with the terms of the Escrow Agreement for the defeasance of the “Refunded Obligations”. 3. The Paying Agent will wire transfer $44,101.53 to pay certain cost of issuance expenses related to the sale of the Refunding Bonds to Government Capital Securities Corporation as follows: Bank Name: Wells Fargo Bank Texas, NA ABA#: Acct Name: Governmental Capital Securities Corporation Total Disbursements from Paying Agent $2,837,731.47 Upon approval of Bond Counsel and confirmation of wire transfer receipts as outlined above, representatives from UMB Bank and the Underwriter will call DTC (212) 855‐3752 to release the CO Series 2021 and the Taxable Series 2021B Refunding Bonds. UMB shall inform all parties that the transaction is closed. Regards, Ted Christensen (817) 722‐0239