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07-14-23-Ordinance-Authorizing the issuance of Certificates of Obligation Series 2023C-07/24/2023 $10,190,000 CITY OF SANGER, TEXAS CERTIFICATES OF OBLIGATION, TAXABLE SERIES 2023BC * * * Resolution Authorizing Publication of Notice 1 of Intention to Issue Certificates Affidavit of Publication of Notice of Intent 2 Ordinance Authorizing Issuance of the Certificates 3 Preliminary Official Statement 4 Official Statement 5 Purchase Agreement 6 Paying Agent/Registrar Agreement 7 General Certificate 8 Signature Identification and No-Litigation Certificate 9 Closing Certificate Required by Purchase Agreement 10 Opinion of Bond Counsel 11 Supplemental Opinion of Bond Counsel 12 Opinion of Attorney General of Texas with Certificate of Comptroller of Public Accounts 13 Opinion of Underwriter’s Counsel 14 Ratings Letters 15 Specimen Certificate 16 Bond Review Board Questionnaire 17 Closing Memorandum 18 CERTIFICATE FOR RESOLUTION THE STATE OF TEXAS § COUNTY OF DENTON § THE CITY OF SANGER § We, the undersigned officers of the City of Sanger, Texas (the “City”), hereby certify as follows: 1. The City Council of the City convened in a regular meeting on May 15, 2023 at the regular meeting place thereof, within the City, and the roll was called of the duly constituted officers and members of the City Council, to wit: Thomas Muir Mayor Marissa Barrett Councilmember, Place 1 Gary Bilyeu Councilmember, Place 2 Dennis Dillon Councilmember, Place 3 Allen Chick Councilmember, Place 4 Victor Gann 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 RESOLUTION AUTHORIZING PUBLICATION OF NOTICE OF INTENTION TO ISSUE CERTIFICATES OF OBLIGATION, SERIES 2023B AND TAXABLE SERIES 2023C AND AUTHORIZING CERTAIN OTHER MATTERS RELATING THERETO (the “Resolution”) was duly introduced for the consideration of the City Council and read in full. It was then duly moved and seconded that such Resolution be adopted; and, after due discussion, the motion, carrying with it the adoption of the Resolution, prevailed and carried by the following vote: AYES: 5 NAYS: 0 ABSTENTIONS: 0 2. That a true, full and correct copy of the Resolution adopted at the meeting described in the above and foregoing paragraph is attached to and follows this certificate; that the Resolution 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 Resolution; 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 Resolution 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 in compliance with the advisory issued by the Office of the Governor; 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 May 15, 2023. City Secret y Mayor City of Sanger, Texas City of Sanger, Texas \N ,0 11110,/, .` ..1, . . • • • • • . % /, . • • -.. . • .. 'A - - - • - . - . - , - .. . . .. . ••••••• .,. . / 7-E X NS /1 \‘ ii \\\ 0/11111° RESOLUTION AUTHORIZING PUBLICATION OF NOTICE OF INTENTION TO ISSUE CERTIFICATES OF OBLIGATION, SERIES 2023B AND TAXABLE SERIES 2023C AND AUTHORIZING CERTAIN OTHER MATTERS RELATING THERETO THE STATE OF TEXAS § COUNTY OF DENTON § THE CITY OF SANGER § WHEREAS, the City Council (the “City Council”) of the City of Sanger, Texas (the “City”), is authorized to issue certificates of obligation to pay contractual obligations (1) to finance the purchase of approximately 450 acres of land situated northeast of Rector Road and southeast of the City, (2) to finance water, wastewater, and electric system improvements, and (3) to pay for professional services pursuant to Subchapter C of Chapter 271, Texas Local Government Code, as amended; WHEREAS, the City Council has determined that it is in the best interests of the City and otherwise desirable to issue certificates of obligation in a principal amount not to exceed $6,000,000.00 styled “City of Sanger, Texas Certificates of Obligation, Series 2023B” and certificates of obligation in a principal amount not to exceed $11,000,000.00 styled “City of Sanger, Texas Certificates of Obligation, Taxable Series 2023C” (the “Certificates”); WHEREAS, in connection with the Certificates, the City Council intends to publish notice of intent to issue the Certificates (the “Notice”) in a newspaper of general circulation in the City; and WHEREAS, the City Council has been presented with and has examined the proposed form of Notice and finds that the form and substance thereof are satisfactory, and that the recitals and findings contained therein are true, correct and complete. BE IT THEREFORE RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANGER, TEXAS: Section 1. Preamble. The facts and recitations contained in the preamble of this Resolution are hereby found and declared to be true and correct. Section 2. Authorization of Notice. The City Secretary is hereby authorized and directed to execute and deliver the Notice set forth in Exhibit A hereto and to publish such Notice on behalf of the City once a week for two (2) consecutive weeks in a newspaper which is of general circulation in the City, the date of the first publication of the Notice to be at least forty-six (46) days before the date tentatively set in the Notice for the passage of the ordinance authorizing the issuance of the Certificates. In addition, the Notice shall be posted continuously on the City’s website for at least forty-five (45) days before the date tentatively set in the Notice for the passage of the ordinance authorizing the issuance of the Certificates. Section 3. Designation of Self-Supporting Securities. For the purposes of the Notice, the City hereby designates as self-supporting those public securities listed in the attached Exhibit B, the debt service on which the City currently pays from sources other than ad valorem tax collections. The City plans to continue to pay these public securities based on this practice; however, there is no guarantee this practice will continue in future years. Section 3. Engagement of Professionals. This City Council hereby approves the engagement of Jackson Walker LLP, as bond counsel (“Bond Counsel”) in connection with the issuance of the Certificates. Section 4. Authorization of Other Matters Relating Thereto. The Mayor, City Secretary and other officers and agents of the City are hereby authorized and directed to do any and all things necessary or desirable to carry out the provisions of this Resolution. Section 5. Effective Date. This Resolution shall take effect immediately upon passage. Section 6. Public Meeting. It is officially found, determined and declared that the meeting at which this Resolution is adopted was open to the public in compliance with the advisory issued by the Office of the Governor and public notice of the time, place and subject matter of the public business to be considered at such meeting, including this Resolution, was given all as required by the Texas Government Code, Chapter 551, as amended. [Remainder of Page Intentionally Left Blank] City of Sanger. Texas .••• •••• ▪ • • . . • •-• 1 .' + \iHI1// /\ ▪ • • • . <K\ .• PASSED AND APPROVED this 15th day of May, 2023. Mayor City City of Sanger. Texas ATTEST: EXHIBIT A NOTICE OF INTENTION TO ISSUE CERTIFICATES NOTICE IS HEREBY GIVEN that the City Council of the City of Sanger, Texas (the “City”) will hold a meeting at its regular meeting place at the Historic Church Building, 403 N. 7th Street, Sanger, Texas at 7:00 p.m. on the 17th day of July, 2023, which is the time and place tentatively set for the passage of an ordinance and such other action as may be deemed necessary to authorize the issuance of the City’s certificates of obligation in two series (Series 2023B and Taxable Series 2023C), payable from an annual ad valorem taxation, as well as a limited (in an amount not to exceed $1,000) pledge of certain revenues of the water and sewer system, in the maximum aggregate principal amount of $6,000,000 for Series 2023B and $11,000,000 for Series 2023C, bearing interest at any rate or rates not to exceed the maximum interest rate now or hereafter authorized by law, as shall be determined within the discretion of the City Council at the time of issuance and maturing over a period of years not to exceed forty (40) years from the date thereof, for the purpose of evidencing the indebtedness of the City (1) to finance the purchase of approximately 450 acres of land situated northeast of Rector Road and southeast of the City, (2) to finance water, wastewater, and electric system improvements, and (3) to pay for professional services pursuant to Subchapter C of Chapter 271, Texas Local Government Code, as amended. The estimated combined principal and interest required to pay the Certificates on time and in full is $11,429,390 for Series 2023B and $24,354,053 for Series 2023C. Such estimate is provided for illustrative purposes only and is based on an assumed interest rate of 4.25% for Series 2023B and 6.00% for Series 2023C. Market conditions affecting interest rates vary based on a number of factors beyond the control of the City, and the City cannot and does not guarantee a particular interest rate associated with the Certificates. As of the date of this Notice, the aggregate principal amount of public securities of the City secured by and payable from ad valorem taxes (excluding public securities secured by an ad valorem tax but designated by the City as self-supporting) is $34,997,400 and based on the City’s expectations, as of the date of this Notice the combined principal and interest required to pay all of the outstanding tax- supported debt obligations of the City secured by and payable from ad valorem taxes (excluding public securities secured by an ad valorem tax but designated by the City as self-supporting) on time and in full is $7,493,317. City Secretary City of Sanger, Texas 4151-8038-5862.1 EXHIBIT B SELF-SUPPORTING DEBT Principal Amount Designated as Self Supporting Principal Amount Designated as Tax Supported Series Designation $ 389,400 $ 200,600 Certificates of Obligation, Series 2007 176,000 24,000 Certificates of Obligation, Series 2013 4,670,000 0.00 Certificates of Obligation, Series 2015 9,055,000 0.00 Certificates of Obligations, Series 2017 0.00 925,000 General Obligation Refunding Bonds, Series 2019 18,265,000 0.00 General Obligation, Series 2021A 2,442,000 333,000 General Obligation, Series 2021B 0.00 5,065,000 Limited Tax Note, Series 2023A $34,997,400 $6,547,600 Total Principal Amount PUBLISHER'S AFFIDAVIT STATE OF TEXAS § COUNTY OF DENTON § R ).ce,N t it , being duly sworn on his/her oath states that he/she is the Lirther of the crgeegeneral circulatio in Denton County (the Newspaper") and as follows: a"{°Y' ic c rc U,rv,•scl 1. This Affidavit is given pursuant to Section 2051.044 of the Texas Local Government Code. 2. The Newspaper devotes not less than 25% of its total column line inch to general interest items. 3. The Newspaper is published at least once a week. 4. The Newspaper is entered as second class postal matter in Denton County, its county of publication. 5. The Newspaper has been published regularly and continuously for at least twelve months before the publishing of a notice entitled "Notice. of Intention to Issue Certificates." 6. The attached Legal Notice appeared in the Newspaper in a conspicuous form and place on May 20, 2023 and on May 27, 2023. Subscribed and sworn before me this day of May, 2023. ttAtvc Name: c.. - P Title: f cct or; ze J i7es.> STATE OF TEXAS § COUNTY OF DENTON § THIS INSTRUMENT was acknowledged before me on May j D 2,Q23, by ME % es04,•to-ram of the, g/ /j, I PATRICIA I_AGARD Notary Public d,. ti State of Texas ry ID # 13027960-6 My Comm. Expires OMS"2023 otary Public, State of Texas PUBLISHER'S AFFIDAVIT STATE OF TEXAS § COUNTY OF DENTON § being duly sworn on his/her oath states that he/she is the Q L> 4nnr7t?d h e othe "cua Views" general circulatio • ' Denton County (the Newspaper") and as asfollows: °mow"4" e6rcj- Aron t cI e , Q 1. This Affidavit is given pursuant to Section 2051.044 of the Texas Local Government Code, 2. The Newspaper devotes not less than 25% of its total column line inch to general interest items. 3. The Newspaper is published at least once a week. 4. The Newspaper is entered as second class postal matter in Denton County, its county of publication. 4 5. The, Newspaper has been published regularly and continuously for at least twelve months before the publishing of a notice entitled "Notice. of Intention to Issue Certificates." 6. The attached Legal Notice appeared in the Newspaper in a conspicuous form and place on May 20, 2023 and on May 27, 2023. Subscribed and sworn before me this, day of May, 2023. Title: ` 9-,or;zP 1 des: STATE OF TEXAS § COUNTY OF DENTON § n THIS INSTRUMENT was acknowledged before me on May ,30 , 2,Q23, by « t' RY Pps, PATRICIA LAGARD Notary Public State of Texas Nl' re° Fj`yM4 Comm, Exp res08 05 2023a l ;otary Public, State of Texas 4156-5674-9895.1 CERTIFICATE FOR ORDINANCE STATE OF TEXAS § COUNTY OF DENTON § CITY OF SANGER § We, the undersigned officers of the City of Sanger, Texas (the “City”), hereby certify as follows: 1. The City Council of the City convened in a special meeting on July 24, 2023, at the regular meeting place thereof, within the City, and the roll was called of the duly constituted officers and members of the City Council, to wit: 2. Since May 15, 2023, the following individuals have been the duly elected and qualified Mayor and City Council: Thomas Muir Mayor Marissa Barrett Councilmember, Place 1 Gary Bilyeu Councilmember, Place 2 Dennis Dillon Councilmember, Place 3 Allen Chick Councilmember, Place 4 Victor Gann 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 ORDINANCE AUTHORIZING AND ORDERING THE ISSUANCE OF CITY OF SANGER, TEXAS CERTIFICATES OF OBLIGATION, TAXABLE SERIES 2023C; PRESCRIBING THE TERMS AND FORM THEREOF; PROVIDING FOR THE PAYMENT OF THE PRINCIPAL THEREOF AND INTEREST THEREON; AWARDING THE SALE THEREOF; AND MAKING OTHER PROVISIONS REGARDING SUCH CERTIFICATES, INCLUDING USE OF THE PROCEEDS THEREOF; AND MATTERS INCIDENT THERETO (the “Ordinance”) was duly introduced for the consideration of the City Council and read in full. It was then duly moved and seconded that the Ordinance be adopted; 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 3. 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 July 24, 2023. aweloW City)Secretâr Mayor City of Sanger, Texas City of Sanger, Texas g ill \\ S A • • N G /.. //, • .. • ../.2 , .... _\,, .• .... ..., :...-/..... • •••• ..- - - 0 • - - _ . - • •••• • • ..... I' • • N... ..0. • • ..... .., • • • • • • . CO . •••. ,\\ iirifti‘' 2 4156-5674-9895.1 4156-5674-9895.1 ORDINANCE AUTHORIZING AND ORDERING THE ISSUANCE OF CITY OF SANGER, TEXAS CERTIFICATES OF OBLIGATION, TAXABLE SERIES 2023C; PRESCRIBING THE TERMS AND FORM THEREOF; PROVIDING FOR THE PAYMENT OF THE PRINCIPAL THEREOF AND INTEREST THEREON; AWARDING THE SALE THEREOF; AND MAKING OTHER PROVISIONS REGARDING SUCH CERTIFICATES, INCLUDING USE OF THE PROCEEDS THEREOF; AND MATTERS INCIDENT 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, is authorized pursuant to and in accordance with the provisions of Texas Local Government Code, Chapter 271, Subchapter C, as amended (the “Act”), to issue certificates of obligation to provide all or part of the funds to pay contractual obligations to be incurred for the purchase of land and/or construction of public works, specifically the projects listed in the City’s Notice of Intention, as described in paragraph (b) below. (b) The City Council authorized the publication of a notice of intention (the “Notice of Intention”) to issue the Certificates to the effect that the City Council was tentatively scheduled to meet at 7:00 p.m. on July 17, 2023 at a regular meeting place to adopt an ordinance authorizing the issuance of the Certificates to be payable from (i) an ad valorem tax levied, within the limits prescribed by law, on the taxable property located within the City, and (ii) a limited (in an amount not to exceed $1,000) subordinate pledge of certain revenues of the water and sewer system of the City. The meeting was subsequently rescheduled until 7:00 p.m. on July 24, 2023. Accordingly, notice of the rescheduled meeting was posted by the City. (c) Such notice was published at the times and in the manner required by the Act. (d) No petition signed by at least five percent (5%) of the qualified voters of the City has been filed with or presented to any official of the City protesting the issuance of such Certificates on or before July 24, 2023, the date of passage of this Ordinance. (e) The City is authorized by Section 1502.052, Texas Government Code, to pledge the revenues of the Utility System (defined herein) to the payment of certificates of obligation. 2 4156-5674-9895.1 (f) The City has determined that it is in the best interests of the City and that it is otherwise desirable to issue the Certificates to provide all or part of the funds to pay contractual obligations to be incurred for the purposes authorized by the Act. (g) The City acknowledges (i) the need for specialized legal services in the area of municipal finance, federal tax and securities laws relating to the issuance of certificates of obligation, (ii) such legal services cannot be adequately performed by the attorneys and supporting personnel of the City, and (iii) the specialized legal services cannot reasonably be obtained from attorneys in private practice under a contract providing only for the payment of hourly fees, and payment for such specified legal services will only occur upon the successful closing of the transaction; and the City desires to approve the engagement of Jackson Walker LLP of Houston, Texas as bond counsel in connection with the Certificates. 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 Texas Local Government Code, Chapter 271, Subchapter C, as amended. “Attorney General” shall mean the Attorney General of the State of Texas. “Certificate” or “Certificates” shall mean any or all of the City of Sanger, Texas Certificates of Obligation, Taxable Series 2023C, authorized by this Ordinance. “City” shall mean the City of Sanger, Texas and where appropriate, its City Council. “City Council” shall mean the governing body of the City. “Code” shall mean the Internal Revenue Code of 1986, as amended. “Comptroller” shall mean the Comptroller of Public Accounts of the State of Texas. “DTC” means The Depository Trust Company of New York, New York, or any successor securities depository. “DTC Participant” means 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. “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. 3 4156-5674-9895.1 “Interest Payment Date,” when used in connection with any Certificate, shall mean February 1, 2024, and each February 1 and August 1 thereafter until maturity or prior redemption. “Issuance Date” shall mean the date on which the Certificates are delivered to and paid for by the Underwriters. “Ordinance” shall mean this Ordinance and all amendments hereof and supplements hereto. “Outstanding”, when used with reference to the Certificates, shall mean, as of a particular date, all Certificates theretofore and thereupon delivered pursuant to this Ordinance except: (a) any Certificates canceled by or on behalf of the City at or before such date; (b) any Certificates defeased pursuant to the defeasance provisions of this Ordinance or otherwise defeased as permitted by applicable law; and (c) any Certificates in lieu of or in substitution for which a replacement Certificate shall have been delivered pursuant to this Ordinance. “Paying Agent/Registrar” shall mean UMB BANK, N.A., Austin, Texas and its successors in that capacity. “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 Certificates. “Record Date” shall mean the close of business on the last business day of the calendar month immediately preceding the applicable Interest Payment Date. “Register” shall mean the registration books for the Certificates 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 Certificates. “Registered Owner” or “Owner” shall mean the person or entity in whose name any Certificate is registered in the Register. “Underwriters” shall mean Raymond James & Associates, Inc. and SAMCO Capital. “Utility System” shall mean the City’s water and sewer system. 4 4156-5674-9895.1 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 Certificates and the validity of the levy of ad valorem taxes and pledge of the Utility System to pay the principal of and interest on the Certificates. ARTICLE III TERMS OF THE CERTIFICATES Section 3.1 Amount, Purpose and Authorization. The Certificates 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 TEN MILLION ONE HUNDRED NINETY THOUSAND DOLLARS ($10,190,000) to pay all or any part of the contractual obligations to be incurred (1) to finance the purchase of approximately 450 acres of land situated northeast of Rector Road and southeast of the City to be used for water, wastewater, and electric system improvements, (2) to finance water, wastewater, and electric system improvements, and (3) to pay for professional services pursuant to Subchapter C of Chapter 271, Texas Local Government Code, as amended. The City is purchasing the land at fair market value and covenants that if it will not use such land for the purpose described above then it will refund or defease the Certificates. Section 3.2 Designation, Date and Interest Payment Dates. The Certificates shall be designated as the “City of Sanger, Texas Certificates of Obligation, Taxable Series 2023C,” and shall be dated August 1, 2023. The Certificates shall bear interest at the rates set forth in Section 3.3 below, from the later of date of delivery or the most recent Interest Payment Date to which interest has been paid or duly provided for, calculated on the basis of a 360-day year of twelve 30-day months, payable on February 1, 2024, and each February 1 and August 1 thereafter until maturity or earlier redemption. If interest on any Certificate is not paid on any Interest Payment Date and continues unpaid for thirty (30) days thereafter, the Paying Agent/Registrar shall establish a new record date for the payment of such interest, to be known as a Special Record Date. The Paying Agent/Registrar shall establish a Special Record Date when funds to make such interest payment are received from or on behalf of the City. Such Special Record Date shall be the last day of the month immediately preceding the date fixed for payment of such past due interest, and notice of the date of payment and the Special Record Date shall be sent by United States mail, first class, postage prepaid, not later than five (5) days prior to the Special Record Date, to each affected Registered Owner as of the close of business on the day prior to mailing of such notice. Section 3.3 Numbers, Denomination, Interest Rates and Maturities. The Certificates shall be issued bearing the numbers, in the principal amounts and bearing interest at the rates set forth in the following schedule and may be transferred and exchanged as set out in this Ordinance. The Certificates shall mature on August 1 in each of the years and in the amounts set 5 4156-5674-9895.1 out in such schedule. The Initial Certificate shall be numbered T-1 and all other Certificates shall be numbered in sequence beginning with R-1. Certificates delivered in transfer of or in exchange for other Certificates 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 Certificate or Certificates in lieu of which they are delivered. Certificate Number Year of Maturity Principal Amount Interest Rate R-1 2024 $ 160,000 5.440% R-2 2025 155,000 5.090 R-3 2028 515,000 4.890 R-4 2033 1,045,000 5.000 R-5 2038 1,335,000 5.350 R-6 2043 1,735,000 5.450 R-7 2053 5,245,000 5.550 Section 3.4 Redemption Prior to Maturity. (a) The Certificates maturing on and after August 1, 2028, are subject to redemption prior to maturity, at the option of the City, in whole or in part, on August 1, 2025, or any date thereafter, at par plus accrued interest to the date fixed for redemption. (b) THE CERTIFICATES MATURING ON August 1 in the years 2028, 2033, 2038, 2043 and 2053 (the “Term Certificates”) are subject to mandatory sinking fund redemption in the following amounts (subject to reduction as hereinafter provided), on the following dates, in each case at a redemption price equal to the principal amount of the Certificates or the portions thereof so called for redemption plus accrued interest to the date fixed for redemption: Mandatory Redemption Dates Principal Amounts Term Certificates Maturing August 1, 2026 165,000 August 1, 2027 170,000 August 1, 2028 August 1, 2028* *stated maturity 180,000 Term Certificates Maturing Mandatory Redemption Dates Principal Amounts August 1, 2029 190,000 August 1, 2033 August 1, 2030 200,000 August 1, 2031 205,000 August 1, 2032 220,000 August 1, 2033* *stated maturity 230,000 Term Certificates Maturing Mandatory Redemption Dates Principal Amounts August 1, 2034 240,000 August 1, 2038 August 1, 2035 255,000 6 4156-5674-9895.1 August 1, 2036 265,000 August 1, 2037 280,000 August 1, 2038* *stated maturity 295,000 Term Certificates Maturing Mandatory Redemption Dates Principal Amounts August 1, 2039 310,000 August 1, 2043 August 1, 2040 330,000 August 1, 2041 345,000 August 1, 2042 365,000 August 1, 2043* *stated maturity 385,000 Term Certificates Maturing Mandatory Redemption Dates Principal Amounts August 1, 2044 405,000 August 1, 2053 August 1, 2045 430,000 August 1, 2046 455,000 August 1, 2047 480,000 August 1, 2048 505,000 August 1, 2049 530,000 August 1, 2050 560,000 August 1, 2051 595,000 August 1, 2052 625,000 August 1, 2053* *stated maturity 660,000 The particular Term Certificates to be redeemed shall be selected by the Registrar by lot or other customary random selection method, on or before June 15 of each year in which Term Certificates are to be mandatorily redeemed. The principal amount of Term Certificates to be mandatorily redeemed in each year shall be reduced by the principal amount of such Term Certificates that have been optionally redeemed and which have not been made the basis for a previous reduction. (c) Certificates may be redeemed in part only in integral multiples of $5,000. If a Certificate subject to redemption is in a denomination larger than $5,000, a portion of such Certificate may be redeemed, but only in integral multiples of $5,000. In selecting portions of Certificates for redemption, each Certificate shall be treated as representing that number of Certificates of $5,000 denomination which is obtained by dividing the principal amount of such Certificate by $5,000. Upon presentation and surrender of any Certificate for redemption in part, the Paying Agent/Registrar, in accordance with the provisions of this Ordinance, shall authenticate and deliver in exchange therefor a Certificate or Certificates of like maturity and interest rate in an aggregate principal amount equal to the unredeemed portion of the Certificate so surrendered. (d) Notice of any redemption, identifying the Certificates 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 7 4156-5674-9895.1 made with the Paying Agent/Registrar for the payment of the redemption price of the Certificates called for redemption. If such notice of redemption is given, and if due provision for such payment is made, all as provided above, the Certificates 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 Certificates. The Certificates 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 CERTIFICATES set forth in Article IV of this Ordinance. If any officer of the City whose manual or facsimile signature shall appear on the Certificates shall cease to be such officer before the authentication of the Certificates or before the delivery of the Certificates, 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 Jackson Walker LLP, Houston, Texas, Bond Counsel, may be printed on the back of the Certificates over the certification of the City Secretary, which may be executed in facsimile. CUSIP numbers also may be printed on the Certificates if CUSIP numbers are assigned to the Certificates, but errors or omissions in the printing of either the opinion or the CUSIP numbers shall have no effect on the validity of the Certificates. Section 3.6 Authentication. Except for the Certificates to be initially issued, which need not be authenticated by the Paying Agent/Registrar, only such Certificates as shall bear thereon a certificate of authentication, substantially in the form provided in Article IV of 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 Certificate 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 Certificate is registered as the absolute owner of such Certificate for the purpose of making and receiving payment of the principal thereof and interest thereon and for all other purposes, whether or not such Certificate 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 Certificate 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 Certificate to the extent of the sums paid. Section 3.8 Registration, Transfer and Exchange. The Paying Agent/Registrar is hereby appointed the registrar for the Certificates. As long as any Certificates remain Outstanding, the Registrar shall keep the Register at its principal corporate trust office and, subject to such reasonable regulations as it may prescribe, the Registrar shall provide for the registration and transfer of Certificates in accordance with the terms of this Ordinance. 8 4156-5674-9895.1 Each Certificate 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 Certificate for transfer, the Paying Agent/Registrar shall authenticate and deliver in exchange therefor, within seventy-two (72) hours after such presentation, a new Certificate or Certificates, 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 Certificate or Certificates so presented and surrendered. All Certificates shall be exchangeable upon the presentation and surrender thereof at the principal corporate trust office of the Paying Agent/Registrar for a Certificate or Certificates, maturity and interest rate and in any authorized denomination, in an aggregate principal amount equal to the unpaid principal amount of the Certificate or Certificates presented for exchange. The Paying Agent/Registrar shall be and is hereby authorized to authenticate and deliver exchange Certificates in accordance with the provisions of this Section. Each Certificate 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 Certificate or Certificates in lieu of which such Certificate is delivered. All Certificates 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 Certificate 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 Certificate. Any fee or charge of the Paying Agent/Registrar for such transfer or exchange shall be paid by the City. Section 3.9 Replacement Certificates. Upon the presentation and surrender to the Paying Agent/Registrar of a damaged or mutilated Certificate, the Paying Agent/Registrar shall authenticate and deliver in exchange therefor a replacement Certificate, 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 Certificate to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith and any other expenses connected therewith, including the fees and expenses of the Paying Agent/Registrar and the City. If any Certificate 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 Certificate has been acquired by a bona fide purchaser, shall execute, and the Paying Agent/Registrar shall authenticate and deliver, a replacement Certificate of the same maturity, interest rate and principal amount, bearing a number not contemporaneously outstanding, provided that the Registered Owner thereof shall have: 9 4156-5674-9895.1 (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 Certificate; (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 Certificate, a bona fide purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the City and the Paying Agent/Registrar shall be entitled to recover such replacement Certificate 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 Certificate has become or is about to become due and payable, the City in its discretion may, instead of issuing a replacement Certificate, authorize the Paying Agent/Registrar to pay such Certificate. Each replacement Certificate delivered in accordance with this Section shall be entitled to the benefits and security of this Ordinance to the same extent as the Certificate or Certificates in lieu of which such replacement Certificate is delivered. Section 3.10 Cancellation. All Certificates paid or redeemed in accordance with this Ordinance, and all Certificates in lieu of which exchange Certificates or replacement Certificates are authenticated and delivered in accordance herewith, shall be canceled and destroyed upon the making of proper records regarding such payment or redemption. The Paying Agent/Registrar shall periodically furnish the City with certificates of destruction of such Certificates. Section 3.11 Book-Entry-Only System. The definitive Certificates shall be initially issued in the form of a separate single fully registered Certificate for each of the maturities thereof. Upon initial issuance, the ownership of each such Certificate shall be registered in the name of Cede & Co., as nominee of DTC, and except as provided in Section 3.12 hereof, all of the Outstanding Certificates 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., and subject to the provisions in this Ordinance with respect to interest checks being mailed to the Owner at the close of business on the Record Date, the word “Cede & Co.” in this Ordinance shall refer to such new nominee of DTC. 10 4156-5674-9895.1 With respect to Certificates registered in the name of Cede & Co., as nominee of DTC, the City and the Paying Agent/Registrar shall have no responsibility or obligation to any DTC Participant or to any person on behalf of whom such a DTC Participant holds an interest in the Certificates. Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (a) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Certificates, (b) the delivery to any DTC Participant or any other person, other than a Certificate holder, as shown on the Register, of any notice with respect to the Certificates, including any notice of redemption or (c) the payment to any DTC Participant or any other person, other than a Certificate holder as shown in the Register, of any amount with respect to principal of Certificates, premium, if any, or interest on the Certificates. Except as provided in Section 3.13 of this Ordinance, the City and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each Certificate is registered in the Register as the absolute owner of such Certificate for the purpose of payment of principal of, premium, if any, and interest on Certificates, for the purpose of giving notices of redemption and other matters with respect to such Certificate, for the purpose of registering transfer with respect to such Certificate, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of Certificates, premium, if any, and interest on the Certificates 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 Certificates to the extent of the sum or sums so paid. No person other than an owner shall receive a Certificate evidencing the obligation of the City to make payments of amounts due pursuant to this Ordinance. Section 3.12 Successor Securities Depository; Transfer Outside Book-Entry-Only System. In the event that the City in its sole discretion, determines that the beneficial owners of the Certificates be able to obtain certificated Certificates, or in the event DTC discontinues the services described herein, the City shall (i) 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 and DTC Participants, as identified by DTC, of the appointment of such successor securities depository and transfer one or more separate Certificates to such successor securities depository or (ii) notify DTC and DTC Participants, as identified by DTC, of the availability through DTC of Certificates and transfer one or more separate Certificates to DTC Participants having Certificates credited to their DTC accounts, as identified by DTC. In such event, the Certificates 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 Owners transferring or exchanging Certificates shall designate, in accordance with the provisions of this Ordinance. Section 3.13 Payments and Notices to Cede & Co. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Certificates 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 such Certificates, and all notices with respect to such Certificates, shall be made and given, respectively, in the manner provided in the representation letter of the City to DTC. 11 4156-5674-9895.1 ARTICLE IV FORM OF CERTIFICATES The Certificates, including the Form of Comptroller’s Registration Certificate, Form of Paying Agent/Registrar Authentication Certificate, and Form of Assignment shall be in substantially the following forms, with such omissions, insertions and variations as may be necessary or desirable, and not prohibited by this Ordinance: UNITED STATES OF AMERICA STATE OF TEXAS CITY OF SANGER, TEXAS CERTIFICATE OF OBLIGATION TAXABLE SERIES 2023C NUMBERugust DENOMINATION 1R- $________________ REGISTERED REGISTERED 2INTEREST RATE DATED DATE DELIVERY DATE 2MATURITY DATE 2CUSIP August 1, 2023 August 10, 2023 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS 3THE CITY OF SANGER, TEXAS (the “City”), for value received, promises to pay to the Registered Owner identified above, or registered assigns, on the maturity date specified above (or on earlier redemption as herein provided), upon presentation and surrender of this Certificate 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 (or so much 1 Initial Certificate of Obligation shall be numbered T-1. 2 Omitted from the Initial Certificate. 3 The first sentence of the initial Certificate shall read as follows: “THE CITY OF SANGER, TEXAS (the “City”), for value received, promises to pay to the Registered Owner identified above, or registered assigns, on each of the dates until maturity or earlier redemption of this Certificate and in the principal amounts set forth in the following schedule: [insert information regarding years of maturity and principal amounts from Section 3.3 of the Ordinance], upon presentation and surrender of this Certificate at the principal corporate trust office of UMB BANK, N.A., Austin, Texas or its successor (the “Paying Agent/Registrar”), 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 the United States of America, and to pay interest thereon at the rate shown above, calculated on the basis of a 360-day year composed of twelve 30-day months, from the date of delivery.” 12 4156-5674-9895.1 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 the United States of America, and to pay interest thereon at the rate shown above, calculated on the basis of a 360-day year composed of twelve 30-day months, from the later of the delivery date specified above, or the most recent interest payment date to which interest has been paid or duly provided for. Interest on this Certificate is payable on February 1, 2024 and each August 1 and February 1 thereafter until maturity or prior redemption of this Certificate, 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 day of the calendar month immediately 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 Certificate at the principal corporate trust office of the Paying Agent/Registrar. THIS CERTIFICATE IS ONE OF A DULY AUTHORIZED SERIES OF CERTIFICATES (the “Certificates”) in the aggregate principal amount of $10,190,000 issued pursuant to an ordinance adopted by the City Council of the City on July 24, 2023 (the “Ordinance”) to pay all or any part of the contractual obligations to be incurred (1) to finance the purchase of approximately 450 acres of land situated northeast of Rector Road and southeast of the City to be used for water, wastewater, and electric system improvements, (2) to finance water, wastewater, and electric system improvements, and (3) to pay for professional services pursuant to Subchapter C of Chapter 271, Texas Local Government Code, as amended. THIS CERTIFICATE shall not be valid or obligatory for any purpose or be entitled to any benefit under the Ordinance unless this Certificate either (i) is registered by the Comptroller of Public Accounts of the State of Texas by due execution of the registration certificate endorsed hereon or (ii) is authenticated by the Paying Agent/Registrar by due execution of the authentication certificate endorsed hereon. THE CITY RESERVES THE RIGHT, at its option, to redeem, prior to their maturity, Certificates maturing on and after August 1, 2028, in whole or in part, on August 1, 2025, or any date thereafter, at par plus accrued interest to the date fixed for redemption. THE CERTIFICATES MATURING ON August 1 in the years 2028, 2033, 2038, 2043 and 2053 (the “Term Certificates”) are subject to mandatory sinking fund redemption in the following amounts (subject to reduction as hereinafter provided), on the following dates, in each case at a redemption price equal to the principal amount of the Certificates or the portions thereof so called for redemption plus accrued interest to the date fixed for redemption: Mandatory Redemption Dates Principal Amounts Term Certificates Maturing August 1, 2026 165,000 August 1, 2027 170,000 August 1, 2028 August 1, 2028* *stated maturity 180,000 Term Certificates Maturing Mandatory Redemption Dates Principal Amounts 13 4156-5674-9895.1 August 1, 2029 190,000 August 1, 2033 August 1, 2030 200,000 August 1, 2031 205,000 August 1, 2032 220,000 August 1, 2033* *stated maturity 230,000 Term Certificates Maturing Mandatory Redemption Dates Principal Amounts August 1, 2034 240,000 August 1, 2038 August 1, 2035 255,000 August 1, 2036 265,000 August 1, 2037 280,000 August 1, 2038* *stated maturity 295,000 Term Certificates Maturing Mandatory Redemption Dates Principal Amounts August 1, 2039 310,000 August 1, 2043 August 1, 2040 330,000 August 1, 2041 345,000 August 1, 2042 365,000 August 1, 2043* *stated maturity 385,000 Term Certificates Maturing Mandatory Redemption Dates Principal Amounts August 1, 2044 405,000 August 1, 2053 August 1, 2045 430,000 August 1, 2046 455,000 August 1, 2047 480,000 August 1, 2048 505,000 August 1, 2049 530,000 August 1, 2050 560,000 August 1, 2051 595,000 August 1, 2052 625,000 August 1, 2053* *stated maturity 660,000 The particular Term Certificates to be redeemed shall be selected by the Registrar by lot or other customary random selection method, on or before June 15 of each year in which Term Certificates are to be mandatorily redeemed. The principal amount of Term Certificates to be mandatorily redeemed in each year shall be reduced by the principal amount of such Term Certificates that have been optionally redeemed and which have not been made the basis for a previous reduction. CERTIFICATES MAY BE REDEEMED IN PART only in integral multiples of $5,000. If a Certificate subject to redemption is in a denomination larger than $5,000, a portion of such Certificate may be redeemed, but only in integral multiples of $5,000. In selecting portions of Certificates for redemption, each Certificate shall be treated as representing that number of Certificates of $5,000 denomination which is obtained by dividing the principal amount of such Certificate by $5,000. Upon surrender of any Certificate for redemption in part, the Paying 14 4156-5674-9895.1 Agent/Registrar, in accordance with the provisions of the Ordinance, shall authenticate and deliver in exchange therefor a Certificate or Certificates of like maturity and interest rate in an aggregate principal amount equal to the unredeemed portion of the Certificate so surrendered. NOTICE OF ANY SUCH REDEMPTION identifying the Certificates 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 Certificates called for redemption. If such notice of redemption is given, and if due provision for such payment is made, all as provided above, the Certificates 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 CERTIFICATE 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 CERTIFICATE IS EXCHANGEABLE at the principal corporate trust office of the Paying Agent/Registrar for a Certificate or Certificates 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 PAYING AGENT/REGISTRAR is not required to accept for transfer or exchange any Certificate called for redemption, in whole or in part, during the forty-five (45) day period immediately prior to the date fixed for redemption; provided, however, that such limitation shall not apply to the transfer or exchange by the Registered Owner of an unredeemed portion of a Certificate called for redemption in part. THE CITY OR PAYING AGENT/REGISTRAR may require the Registered Owner of any Certificate 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 Certificate. 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 Certificate 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 Certificate 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 Certificate have been performed, exist and have been done in accordance with law; that the Certificates 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 Certificate, as such interest comes due and such principal matures, have been levied and ordered to be levied, within the 15 4156-5674-9895.1 limits prescribed by law, against all taxable property in the City and have been irrevocably pledged for such payment. IT IS FURTHER DECLARED AND REPRESENTED that the surplus revenues to be derived from the System, after the payment of all operation and maintenance expenses thereof (the “Net Revenues”), in an amount not to exceed $1,000, are pledged to the payment of the principal of and interest on the Certificates, provided that the pledge of Net Revenues is and shall be junior and subordinate in all respects to the pledge of Net Revenues to the payment of any obligation of the City, whether authorized heretofore or hereafter, which the City designates as having a pledge senior to the pledge of the Net Revenues to the payment of the Certificates. The City also reserves the right to issue, for any lawful purpose at any time, in one or more installments, bonds, certificates of obligation and other obligations of any kind, secured in whole or in part by a pledge of Net Revenues, that may be prior and superior in right to, on a parity with, or junior and subordinate to the pledge of Net Revenues securing the Certificates. 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 Certificates assent by acceptance of the Certificates. IN WITNESS WHEREOF, the City has caused this Certificate to be signed by the Mayor and countersigned by the City Secretary by their manual, lithographed or printed facsimile signatures. CITY OF SANGER, TEXAS Mayor COUNTERSIGNED: City Secretary * * * 16 4156-5674-9895.1 FORM OF COMPTROLLER’S REGISTRATION CERTIFICATE The following form of Comptroller’s Registration Certificate shall be attached or affixed to each of the Certificates initially delivered: OFFICE OF THE COMPTROLLER § OF PUBLIC ACCOUNTS § REGISTER NO._______________ THE STATE OF TEXAS § I hereby certify that this certificate has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and that this certificate has been registered by the Comptroller of Public Accounts of the State of Texas. WITNESS MY SIGNATURE AND SEAL OF OFFICE this _____________________. Comptroller of Public Accounts of the State of Texas (SEAL) * * * FORM OF PAYING AGENT/REGISTRAR’S AUTHENTICATION CERTIFICATE The following form of authentication certificate shall be printed on the face of each of the Certificates other than those initially delivered: AUTHENTICATION CERTIFICATE This Certificate is one of the Certificates described in and delivered pursuant to the within-mentioned Ordinance; and, except for the Certificates initially delivered, this Certificate has been issued in exchange for or replacement of a Certificate, Certificates, or a portion of a Certificate or Certificates 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: 17 4156-5674-9895.1 * * * FORM OF ASSIGNMENT The following form of assignment shall be printed on the back of each of the Certificates: ASSIGNME\ NT 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 certificate and all rights thereunder, and hereby irrevocably constitutes and appoints ________________________________________ attorney to transfer the within certificate on the books kept for registration thereof, with full power of substitution in the premises. DATED: 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 certificate in every particular, without any alteration, enlargement or change whatsoever. * * * ARTICLE V SECURITY FOR THE CERTIFICATES Section 5.1 Pledge and Levy of Taxes and Revenues. (a) To provide for the payment of principal of and interest on the Certificates, there is hereby levied, within the limits prescribed by law, for the current year and each succeeding year thereafter, while the Certificates or any part of the principal thereof and the interest thereon remain outstanding and unpaid, an ad 18 4156-5674-9895.1 valorem tax upon all taxable property within the City sufficient to pay the interest on the Certificates and to create and provide a sinking fund of not less than 2% of the principal amount of the Certificates 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 Certificates by deposit to the Debt Service Fund (as defined below) 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 Certificates, 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 Certificates 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) In addition, pursuant to the authority of Chapter 1502, Texas Government Code, as amended, the City also hereby pledges the surplus revenues to be derived from the Utility System, after the payment of all operation and maintenance expenses thereof (the “Net Revenues”), in an amount not to exceed $1,000, to the payment of the principal of and interest on the Certificates, provided that the pledge of Net Revenues is and shall be junior and subordinate in all respects to the pledge of Net Revenues to the payment of any obligation of the City, whether authorized heretofore or hereafter, which the City designates as having a pledge senior to the pledge of the Net Revenues to the payment of the Certificates. The City also reserves the right to issue, for any lawful purpose at any time, in one or more installments, bonds, certificates of obligation and other obligations of any kind, secured in whole or in part by a pledge of Net Revenues, that may be prior and superior in right to, on a parity with, or junior and subordinate to the pledge of Net Revenues securing the Certificates. Section 5.2 Debt Service Fund. The Certificates of Obligation, Taxable Series 2023C Debt Service Fund (the “Debt Service Fund”) is hereby created as a special fund solely for the benefit of the Certificates. 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 Certificates. 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 Certificates. Section 5.3 Further Proceedings. After the Certificates to be initially issued have been executed, it shall be the duty of the Mayor to deliver the Certificates to be initially issued and all pertinent records and proceedings to the Attorney General for examination and approval. After the Certificates 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 Certificates 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 Certificates to be initially issued, and the seal of said Comptroller shall be impressed, or placed in facsimile, thereon. 19 4156-5674-9895.1 ARTICLE VI CONCERNING THE PAYING AGENT/REGISTRAR Section 6.1 Acceptance. UMB BANK, N.A., Austin, Texas, is hereby appointed as the initial Paying Agent/Registrar for the Certificates 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 A, 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 Certificates 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 Certificates Presented. Subject to the provisions of Section 6.4 hereof, all matured Certificates presented to the Paying Agent/Registrar for payment shall be paid without the necessity of further instructions from the City. Such Certificates 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 Certificates 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 Certificates by virtue of actions taken in compliance with this Section. Section 6.5 Paying Agent/Registrar May Own Certificates. The Paying Agent/Registrar in its individual or any other capacity, may become the owner or pledgee of Certificates 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 Certificates are Outstanding it will provide a legally qualified bank, trust company, financial institution or other agency to act as Paying Agent/Registrar for the Certificates. The City reserves the right to change the Paying Agent/Registrar for the Certificates on not less than 20 4156-5674-9895.1 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 next succeeding principal or interest payment date on the Certificates. 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 APPLICATION OF PROCEEDS OF CERTIFICATES Section 7.1 Sale of Certificates; Execution of Purchase Agreement. The Certificates are hereby sold and shall be delivered to Raymond James & Associates, Inc., as representative of the Underwriters, for a price of $10,116,075.74 (representing the par value thereof, and less an underwriting discount of $73,924.26), in accordance with the terms of and conditions in the Purchase Agreement. The Purchase Agreement, substantially in the form attached hereto as Exhibit C, is hereby approved. The Mayor and other appropriate officials of the City are hereby authorized and directed to execute the 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 Certificates. It is hereby found and determined that the terms of the sale of the Certificates contained in the Purchase Agreement are the most advantageous terms reasonably obtainable by the City at this time. Section 7.2 Approval, Registration and Delivery. The Mayor is hereby authorized to have control and custody of the Certificates 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 Certificates and to assure the investigation, examination and approval thereof by the Attorney General and the registration of the initial Certificates by the Comptroller. Upon registration of the Certificates, 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 Certificates 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 and the final Official Statement, dated as of the date hereof, relating to the Certificates, and any addenda, supplement or amendment thereto, and ratifies and approves the distribution of such Preliminary Official Statement substantially in the form attached hereto as Exhibit B and Official Statement in the offer and sale of the Certificates and in the reoffering of the Certificates 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 21 4156-5674-9895.1 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 Certificates 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 Certificates from S&P Global Ratings, and such actions are hereby ratified and confirmed. Section 7.4 Application of Proceeds of Certificates. Proceeds from the sale of the Certificates shall, promptly upon receipt by the City, be applied as follows: (1) Accrued interest, if any, shall be deposited into the Debt Service Fund created in Section 5.2 of this Ordinance; (2) A portion of the proceeds shall be applied to pay expenses arising in connection with the issuance of the Certificates; (3) The remaining proceeds shall be applied, together with other funds of the City, to provide funds to pay contractual obligations to be incurred for the construction of public works, specifically the construction of the public works described in Section 3.1 of this Ordinance; and (4) Any proceeds from the sale of the Certificates, including investment income thereon, remaining after making all the foregoing deposits and payments shall be deposited into the Debt Service Fund and used to pay debt service on the Certificates. Section 7.5 Reserved. Section 7.6 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 Certificates, 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. 22 4156-5674-9895.1 ARTICLE VIII CONTINUING DISCLOSURE UNDERTAKING Section 8.1 Continuing Disclosure Undertaking. The City shall provide annually to the MSRB, within twelve (12) 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 with respect to the City of the general type described in the Official Statement, being the information described in Exhibit D attached hereto. Any financial statements so to be provided shall be (a) prepared in accordance with generally accepted accounting principles for governmental units as prescribed by the Government Accounting Standards Board from time to time, as such principles may be changed from time to time to comply with state or federal law or regulation and (b) audited, if the City commissions an audit of such statements and the audit is completed within the period during which they must be provided. If audited financial statements are not available at the time the financial information and operating data must be provided, then the City shall provide unaudited financial statements for the applicable fiscal year to the MSRB and shall provide to the MSRB audited financial statements, when and if the same become available If the City changes its Fiscal Year, it will notify the MSRB of the change (and of the date of the new fiscal year end) prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Article. The financial information and operating data to be provided pursuant to this Article may be set forth in full in one or more documents or may be included by specific reference to documents (i) available to the public on the MSRB’s internet web site or (ii) filed with the SEC. Section 8.2 Material Event Notices. The City shall notify the MSRB in an electronic format prescribed by the MSRB, in a timely manner (not in excess of ten (10) days after the occurrence of the event), of any of the following events with respect to the Certificates: (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 Certificates, or other material events affecting the tax status of the Certificates; (vii) Modifications to rights of holders of the Certificates, if material; (viii) Certificate calls, if material, and tender offers; (ix) Defeasances; 23 4156-5674-9895.1 (x) Release, substitution, or sale of property securing repayment of the Certificates, 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; (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, any of which reflect financial difficulties. The term “financial obligation” when used in this section shall have the meaning ascribed to it under federal securities laws including meaning a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) a guarantee of (i) or (ii). The term “financial obligation” does not include municipal securities for which a final official statement has been provided to the MSRB consistent with the Rule. The City shall notify the MSRB in an electronic format 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 Certificates 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 Certificates, 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 24 4156-5674-9895.1 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 Certificates at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS ARTICLE, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the City in observing or performing its obligations under this Article shall constitute a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Article is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities law. The provisions of this Section may be amended by the City from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City, but only if (1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell the Certificates in the primary offering of the Certificates in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a) the 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 Certificates consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the Registered Owners and beneficial owners of the Certificates. 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 Certificates in the primary offering of the Certificates, 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: 25 4156-5674-9895.1 “Financial Obligation” shall have the meaning ascribed to it under federal securities laws including meaning a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) a guarantee of (i) or (ii). The term “Financial Obligation” does not include municipal securities for which a final official statement has been provided to the Municipal Securities Rulemaking Board consistent with the Rule. “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 Certificates to pay the principal of and interest thereon in any manner permitted by law, including by depositing with 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 Certificates plus interest thereon to the date of maturity or 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, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent; or (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent, 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; 26 4156-5674-9895.1 provided, however, that if any of the Certificates 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 Certificates 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 Certificates or principal of the Certificates matures or the date fixed for redemption of any Certificates 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 or the date fixed for redemption and no interest shall accrue for the period from the date of maturity or redemption to the date of actual payment or (ii) the Record Date had occurred on the last day of that calendar month. Section 9.3 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 Certificate 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 Certificates 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 Certificates, no such amendment, addition, or rescission shall (i) extend the time or times of payment of the principal of and interest on the Certificates, reduce the principal amount thereof, the redemption price, or the rate of interest thereon, or in any other way modify the terms of payment of the principal of or interest on the Certificates, (ii) give any preference to any Certificate over any other Certificate, or (iii) reduce the aggregate principal amount of Certificates required to be held by registered owners for consent to any such amendment, addition, or rescission. Section 9.4 No Recourse Against City Officials. No recourse shall be had for the payment of principal of or interest on any Certificates or for any claim based thereon or on this Ordinance against any official of the City or any person executing any Certificates. Section 9.5 Further Proceedings. The Mayor, Mayor Pro Tem, 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. Section 9.6 Power to Revise Form of Documents. Notwithstanding any other provision of this Ordinance, the Mayor is hereby authorized to make or approve such revisions, additions, deletions, and variations to this Ordinance and in the form of the documents attached hereto as exhibits as, in the judgment of the Mayor, and in the opinion of Bond Counsel to the 27 4156-5674-9895.1 City, may be necessary or convenient to carry out or assist in carrying out the purposes of this Ordinance, or as may be required for approval of the Certificates by the Attorney General of Texas; provided, however, that any changes to such documents resulting in substantive amendments to the terms and conditions of the Certificates or such documents shall be subject to the prior approval of the City Council. Section 9.7 Severability. If any Section, paragraph, clause or provision of this Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such Section, paragraph, clause or provision shall not affect any of the remaining provisions of this Ordinance. Section 9.8 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 the 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 9.9 Repealer. All orders, resolutions and ordinances, or parts thereof, inconsistent herewith are hereby repealed to the extent of such inconsistency. Section 9.10 Effective Date. This Ordinance shall be in force and effect from and after its passage on the date shown below. [signature page follows] PASSED AND APPROVED on this July 24, 2023. CITY OF SANGER, TEXAS Mayor ATTEST: \ \ 0 1 1 I 1 / 0 / \\\\oc- Si', , A .. • • " • .._<K\ ., • -."P =-__ _. \ . - _ • Citv Secret • ... ,.. .. . -- -, . . ".... , .• • . • • • . S N \\\\ /11/111 , 1110 Exhibit A - Paying Agent/Registrar Agreement Exhibit B - Preliminary Official Statement Exhibit C - Purchase Agreement Exhibit D - Description of Annual Financial Information 4156-5674-9895.1 A-1 4156-5674-9895.1 EXHIBIT A PAYING AGENT/REGISTRAR AGREEMENT See Tab 7 B-1 4156-5674-9895.1 EXHIBIT B PRELIMINARY OFFICIAL STATEMENT See Tab 7 C-1 4156-5674-9895.1 EXHIBIT C PURCHASE AGREEMENT See Tab 6 D-1 4156-5674-9895.1 EXHIBIT D DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Article VIII of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Article are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below: (1) The annual audited financial statements of the City, which are appended to the Official Statement as Appendix D, but for the most recently concluded fiscal year. (2) Tables 1-11 of Appendix A to the Official Statement. Accounting Principles The accounting principles referred to in such Article are generally those described in Appendix D to the Official Statement as such principles may be changed from time to time to comply with state law or regulation. 4159-1278-9820.2 CITY OF SANGER, TEXAS (Denton County, Texas) $10,190,000 CERTIFICATES OF OBLIGATION, TAXABLE SERIES 2023C ____________________________________ PURCHASE AGREEMENT ____________________________________ July 24, 2023 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 a fiduciary or agent for the City of Sanger, Texas (the “Issuer”), offers to enter into the following agreement (the “Agreement”) with the Issuer which, upon the Issuer’s written acceptance of this offer, will be binding upon the Issuer and upon the Underwriter s. This offer is made subject to the Issuer’s written acceptance hereof on or before 10:00 p.m., Central Time, on July 17, 2023, and, if not so accepted, will be subject to withdrawal by the Underwriter s upon written notice 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 Certificates. Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriters hereby agree to purchase from the Issuer, and the Issuer hereby agrees to sell and deliver to the Underwriter s, all, but not less than all, of the Issuer’s $10,190,000 Certificates of Obligation, Taxable Series 2023C (the “Certificates”). The Issuer acknowledges and agrees that (i) the purchase and sale of the Certificates pursuant to this Agreement is an arm’s-length commercial transaction between the Issuer and the Underwriters, (ii) in connection therewith and with the discussions, undertakings, and procedures leading up to the consummation of this transaction, the Underwriters are and have been acting solely as a principal and is not acting as the agent or fiduciary of the Issuer, (iii) the Underwriter s have not assumed an advisory or fiduciary responsibility in favor of the Issuer with respect to the offering 2 contemplated hereby or the discussions, undertakings, and procedures leading thereto (regardless of whether the Underwriters have provided other services or is currently providing other services to the Issuer on other matters) and the Underwriter s have no obligation to the Issuer with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, and (iv) the Issuer has consulted its own legal, financial, and other advisors to the extent it has deemed appropriate. The principal amount of the Certificates to be issued, the dated date therefor, and the maturities, redemption provisions, interest rates per annum and prices or yields are set forth in Schedule II hereto. The Certificates shall be as described in and shall be issued and secured under and pursuant to the provisions of an ordinance adopted by the Issuer on July 17, 2023 (the “Ordinance”). The purchase price for the Certificates shall be $10,116,075.74 (representing the par amount of the Certificates, less an underwriting discount of $73,924.26), and no accrued interest. 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”) f or 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. 2. The Official Statement. (a) The Issuer previously has delivered, or caused to be delivered, to the Underwriter the Preliminary Official Statement dated July 12, 2023 (the “Preliminary Official Statement”) in a “designated electronic format,” as defined in the Municipal Securities Rulemaking Board’s (“MSRB”) Rule G-32 (“Rule G-32”). The Issuer will prepare a final Official Statement relating to the Certificates, 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) in a “designated electronic format” and (iv) substantially in the form of the most recent version of the Preliminary Official Statement provided to the Underwriters before the execution hereof. Such final Official Statement, including the cover page thereto, all exhibits, schedules, appendices, maps, charts, pictures, diagrams, reports, and statements included or incorporated therein or attached thereto, and all amendments and 3 supplements thereto that may be authorized for use with respect to the Certificates, 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 format) of the Preliminary Official Statement as the Underwriter deems reasonably necessary to satisfy the obligation of the Underwriters 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 for use by the Underwriters in connection with the public offering, sale and distribution of the Certificates. The Issuer hereby represents and warrants that the Preliminary Official Statement has been deemed final by the Issuer as of its date, except for the omission of such information which is dependent upon the final pricing of the Certificates for completion, all as permitted to be excluded by Section (b)(1) of the Rule. (c) The Issuer hereby authorizes the Official Statement and the information therein contained to be used by the Underwriters in connection with the public offering and the sale of the Certificates. The Issuer 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 Certificates. 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 (7) 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, approved by one or more duly authorized officers of the Issuer, which is complete as of the date of its delivery to the Underwriters. The Issuer shall provide the Official Statement, or cause the Official Statement 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 Underwriters shall reasonably request in order for the Underwriters to comply with Section (b)(4) of the Rule and the rules of the MSRB. (d) If, after the date of this Agreement to and including the date the Underwriters are 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 Certificates), 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, in the light of the circumstances under which they were made, or necessary to make the statements therein not misleading, or if it is necessary to amend or supplement the Official Statement to 4 comply with law, the Issuer will notify the Representative (and for the purposes of this clause provide the Underwriters with such information as it may from time to time reasonably 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), either an amendment or a supplement to the 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, in the light of the circumstances under which they were made, 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 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, certificates, instruments and other documents as the Underwriters may 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 Underwriter shall reasonably request in order for the Underwriters to comply with Section (b)(4) of the Rule and the rules of the MSRB. (e) The Underwriters hereby agree to timely file the Official Statement with the MSRB through its Electronic Municipal Market Access (“EMMA”) system on or before the date of Closing. Unless otherwise notified in writing by the Underwriters, the Issuer can assume that the “end of the underwriting period” for purposes of the Rule is the date of the Closing. 3. Representations, Warranties, and Covenants of the Issuer. The Issuer hereby represents and warrants to and covenants with the Underwriters that: (a) The Issuer is a political subdivision of the State of Texas (“State”) and a municipal corporation organized and existing under the laws of the State, and has full legal right, power and authority, under the laws of the State, including particularly Chapter 271, Subchapter C, Texas Local Government Code, as amended (the “Act”) and the Ordinance (i) to enter into, execute and deliver this Agreement, the Continuing Disclosure Undertaking (as defined in Section 6(j)(2) hereof), and all documents required hereunder and thereunder to be executed and delivered by the Issuer (this Agreement, and the Ordinance are hereinafter referred to as the “Issuer Documents”), (ii) to sell, issue and deliver the Certificates to the Underwriters, as provided herein, and (iii) to carry out and consummate the transactions described in the Issuer Documents and the Official 5 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 prio r 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 Certificates, (ii) the approval, execution and delivery of, and the performance by the Issuer of the obligations on its part, contained in the Certificates and the Issuer Documents and (iii) the consummation by it of all other transactions described in 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 order to carry out, give effect to, and consummate the transactions described herein and in t he Official Statement; (c) The Issuer Documents will, upon the execution and delivery thereof, constitute legal, valid and binding obligations of the Issuer subject to bankruptcy, insolvency, reorganization, moratorium, principles of sovereign immunity of political subdivisions and other similar laws and principles of equity relating to or affecting the enforcement of creditors’ rights; the Certificates 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 by mandamus or other relief permitted by law, subject to 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 Certificates as aforesaid, the Ordinance will provide for the payment of the Certificates by the levy, assessment and collection of an ad valorem tax, without legal limitation as to rate or amount; (d) The Issuer is not in material breach of or default in any material respect under any applicable constitutional provision, law or administrative regulation relating to the power of the Issuer to borrow money or otherwise obtain credit of the State or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Issuer is a party or to which the Issuer is 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 material default or material event of default by the Issuer under any of the foregoing; and the execution and delivery of the Certificates and 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 mate rial breach of or material default under any constitutional provision, law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument relating to the power of the Issuer to borrow money or otherwise obtain credit to which the Issuer is a party or to which the Issuer is or 6 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 Certificates, or under the terms of any such law, regulation or instrument, except as provided by the Certificates and the Ordinance (e) 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 Certificates have been duly obtained or will be obtained prior to Closing 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 Certificates; (f) The Certificates and the Ordinance conform to the descriptions thereof contained in the Official Statement under the caption “THE CERTIFICATES”; the proceeds of the sale of the Certificates will be applied generally as described in the Official Statement under the subcaption “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 be otherwise disclosed in the Official Statement under the subcaption “CONTINUING DISCLOSURE OF INFORMATION – Compliance with Prior Undertakings”, during the last five (5) 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, threatened against the Issuer, affecting the existence of the Issuer or the titles of its officers to their respective offi ces, or affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Certificates or the levy and collection of ad valorem taxes pledged to the payment of principal of and interest on the Certificates pursuant to the Ordinance or in any way contesting or affecting the validity or enforceability of the Certificates or the Issuer Documents, or contesting the exclusion from gross income of interest on the Certificates 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 Certificates, the adoption of the Ordinance or the execution and delivery of the Issuer Documents, nor, to the knowledge of the Issuer, is there any basis 7 therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Certificates or the Issuer Documents; provided that for the purpose of this Agreement and any certificate delivered by the Issuer in accordance with this Agreement, the Issuer makes no representations with respect to the descriptions in the Preliminary Official Statement or the Official Statement of DTC or its book-entry-only system; (i) As of the date thereof, the Preliminary Official Statement did 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; (j) At the time of the Issuer’s acceptance hereof and (unless the Official Statement is amended or supplemented pursuant to paragraph (d) of Section 2 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 the 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 2 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 the light of the circumstances under which made, not misleading; (l) The Issuer will apply, or cause to be applied, the proceeds from the sale of the Certificates as provided in and subject to all of the terms and provisions of the Ordinance and will not take or omit to take any action which action or omission will adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Certificates; (m) The Issuer will furnish such information and execute such instruments and take such action in cooperation with the Underwriters, at the sole expense of the Underwriters, as the Underwriters may reasonably request (1) to (i) qualify the Certificates 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 Certificates 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 Certificates (provided, however, that the Issuer will not be required to qualify as a foreign corporation or to file any general or special 8 consents to service of process under the laws of any jurisdiction) and will advise the Underwriters immediately of receipt by the Issuer of any notification with respect to the suspension of the qualification of the Certificates 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, results of operations and condition of the Issuer as of the dates and for the periods therein set forth; and, there has been no adverse change of a material nature in the financial position, results of operations or condition, financial or otherwise, of the Issuer since the dates of such statements and information; (o) Except as may 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 or operations of the Issuer; (p) Prior to the Closing, the Issuer will not offer or issue any bonds, notes or other obligations for borrowed money payable from or secured by ad valorem tax revenues without the prior approval of the Underwriters, which approval shall not be unreasonably withheld; (q) The Issuer, to the extent heretofore requested by the Underwriters in writing, 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 Certificates or to any municipal bond insurance company, if any, to obtain a municipal bond insurance policy on the Certificates and, in each instance, true, correct, complete, and legible copies of all correspondence or other communications relating 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; and (s) The Issuer covenants that between the date hereof and the date of the Closing it will take no action which will cause the representations and warranties made in this Section to be untrue as of the date of the Closing. By delivering an executed copy of 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. 9 4. Closing. (a) At 10:00 a.m., Central Time, on August 10, 2023, or at such other time and date as shall have been mutually agreed upon by the Issuer and the Underwriters (the “Closing”), the Issuer will, subject to the terms and conditions hereof, deliver the Certificates to the Underwriters or another mutually agreeable party such as the Paying Agent/Registrar (defined below), 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 Certificates, as set forth in Section 1 of this Agreement, by a wire transfer, payable in immediately available funds, to the order of the Issuer. Payment for the Certificates as aforesaid shall be made at the offices of UMB Bank, NA, Austin, Texas (the “Paying Agent/Registrar”), or such other place as shall have been mutually agreed upon by the Issuer and the Underwriter. The Initial Certificates shall be registered in the name of the Representative. (b) Delivery of the Certificates in definitive form shall be made through DTC, utilizing the book-entry only form of issuance, and the Issuer, if it has not done so previously, agrees to enter into such agreement, including a “Letter of Representations,” as may be required to allow for the use of such book-entry only system. The definitive Certificates shall be delivered in fully registered form, bearing CUSIP numbers without coupons, with one certificate for each maturity of the Certificates, registered in the name of Cede & Co., and shall be made available to the Underwriters at least one (1) business day before Closing for purposes of inspection (i) at DTC or (ii) at the Paying Agent/Registrar, if the definitive Certificates are to be held in safekeeping for DTC by the Paying Agent/Registrar pursuant to DTC’s FAST System. 5. Closing Conditions. The Underwriters have entered into this Agreement in reliance upon the representations, warranties and agreements of the Issuer contain ed 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 a nd 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 Certificates 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 reasona bly satisfactory 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; 10 (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; (c) At the time of the Closing, (i) the Issuer Documents and the Certificates shall be in full force and effect and shall not have been amended, modified or supplemented, except as may be required by the Attorney General of Texas, and the Official Statement shall not have been supplemented or amended, except in any such case as may have been agreed to by the Underwriters; (ii) the net proceeds of the sale of the Certificates 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 and counsel to the Underwriters to deliver their respective opinions referred to hereafter; (d) At the time of the Closing, all official action of the Issuer relating to the Certificates 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 approved by the Underwriters; (e) At or prior to the Closing, the Ordinance shall have been duly adopted by the governing body of the Issuer and the Issuer shall have duly executed and delivered and the Paying Agent/Registrar shall have duly authenticated the definitive Certificates; (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 Certificates on the terms and in the manner described in the Official Statement; (g) The Issuer shall not currently be in default with respect to the payment of 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 and Bond Counsel; (i) At or prior to the Closing, the Underwriters or counsel to 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; 11 (2) a certified copy of the Ordinance (including the undertaking of the Issuer which satisfies the requirements of the Rule (the “Continuing Disclosure Undertaking”)) with such supplements or amendments as may have been agreed to by the Underwriter; (3) the approving opinion of Jackson Walker LLP, Houston, Texas (“Bond Counsel”) with respect to the Certificates, in substantially the form attached to the Official Statement; (4) a supplemental opinion of Bond Counsel addressed to the Underwriters, substantially to the effect that: (i) the Ordinance has been duly adopted by the Issuer and is in full force and effect; (ii) the Certificates are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Ordinance is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended; and (iii) such firm was not requested to participate, and did not take part, in the preparation of the Preliminary Official Statement or the Official Statement, and such firm has not assumed any responsibility with respect thereto or undertaken independently to verify any of the information contained therein, except that, in its capacity as Bond Counsel, such firm has reviewed the information under the captions and subcaptions “THE CERTIFICATES” (exclusive of the subcaption “Sources and Uses of Funds” as to which no opinion is expressed), “GENERAL INFORMATION REGARDING THE CERTIFICATES,” “REGISTRATION TRANSFER AND EXCHANGE,” “AD VALOREM PROPERTY TAXATION – Public Hearings and Maintenance and Operations Tax Rate Limitations,” “LEGAL MATTERS,” “TAX MATTERS,” “CONTINUING DISCLOSURE OF INFORMATION” (excluding the information under the subcaption “Compliance with Prior Agreements,” as to which no opinion is expressed), “LEGAL INVESTMENTS IN TEXAS” and “REGISTRATION AND QUALIFICATION OF ISSUE FOR SALE” in the Official Statement and such firm is of the opinion that the information relating to the Certificates and the legal issues contained under such captions and subcaptions is an accurate description of the laws and legal issues addressed therein and, with respect to the Certificates, such information conforms to the Ordinance; (5) an opinion, dated the date of the Closing and addressed to the Underwriters, of counsel for the Underwriters, to the effect that: 12 (i) the Certificates are exempted securities under the 1933 Act and the Trust Indenture Act and it is not necessary, in connection with the offering and sale of the Certificates, to register the Certificates under the 1933 Act and the Ordinance need not be qualified under the Trust Indenture Act; and (ii) based upon their participation in the preparation of the Official Statement as counsel for the Underwriters and their participation at conferences at which the Official Statement was discussed, but without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Official Statement, such counsel has no reason to believe that the Official Statement contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except for any financial, forecast, technical and statistical statements and data included in the Official Statement and the information regarding DTC and its book-entry system as to which no view need be expressed); (6) a certificate, dated the date of Closing, of an appropriate official of the Issuer to the effect that (i) 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; (ii) except to the extent disclosed in the Official Statement, no litigation or proceeding against the Issuer 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 councilmembers, officers or officials of the Issuer to hold and exercise their respective positions, (b) contest the due organization and valid e xistence of the Issuer, (c) contest the validity, due authorization and execution of the Certificates or the Issuer Documents or (d) attempt to limit, enjoin or otherwise restrict or prevent the Issuer from functioning and collecting ad valorem taxes, including for payments on the Certificates, pursuant to the Ordinance, or the levy or collection of the ad valorem taxes pledged or to be pledged to pay the principal of and interest on the Certificates, or the pledge thereof; (iii) all official actions of the Issuer relating to the Official Statement, the Certificates and the Issuer Documents have been duly taken by the Issuer, are in full force and effect and have not been modified, amended, supplemented or repealed; (iv) to his or her knowledge, no event aff ecting 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 the light of the circumstances under which they were made, not misleading in any material respect as of the time of Closing, and the information contained in the Official Statement is 13 correct in all material respects and, as of the date of the Official Statement, the Official Statement did not and, as of the date of the Closing, the Official Statement 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, 2022, the latest date as of which audited financial information is available; (7) the approving opinion of the Attorney General of the State of Texas and the registration certificate of the Comptroller of Public Accounts of the State of Texas in respect of the initial Certificate; (8) any other certificates and opinions required by the Ordinance for the issuance thereunder of the Certificates; (9) evidence satisfactory to the Underwriters that the Certificates have been rated “AA+” by S&P Global Ratings (“S&P”), and that such ratings are in effect as of the date of Closing; and (10) such additional legal opinions, certificates, instruments and other documents as the Underwriters, Bond Counsel, or the 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 a nd 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 Underwriters. If the Issuer shall be unable to sat isfy the conditions to the obligations of the Underwriters to purchase, to accept delivery of and to pay for the Certificates contained in this Agreement, or if the obligations of the Underwriters to purchase, to accept delivery of and to pay for the Certificates 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. 6. Termination. The Underwriters shall have the right to cancel its obligation to purchase the Certificates if (as evidenced by a written notice to the Issuer terminating the obligation of the Underwriters to accept delivery of and pay for the Certificates) between the date of this Agreement and the Closing, the market price or marketability of 14 the Certificates shall be materially adversely affected, in the reasonable judgment of the Underwriters, by the occurrence of any one of the following events : (a) legislation introduced in or 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, te mporary, or proposed), press release or other form of notice issued or made by or on behalf of the United States 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 Certificates, including any or all underlying arrangements, are not exempt from registration under or other requirements of the 1933 Act or the Securities Exchange Act of 1934, as amended and then in effect, or that the Ordinance 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 Certificates, including any or all underlying arrangements, as described herein or in the Official Statement or otherwise, is or would be in violation of any provision of the federal securities laws as amended and then in effect; (b) any state blue sky or securities commission or other governmental agency or body in any state in which more than 15% of the Certificates have been sold shall have withheld registration, exemption or clearance of the offering of the Certificates as described herein, or issued a stop order or similar ruling relating thereto; (c) a general suspension of trading in securities on the New York Stock Exchange, the establishment of minimum prices on such exchange, the establishment of material restrictions (not in force as of the date hereof) upon trading securities generally by any governmental authority or a ny national securities exchange, a general banking moratorium declared by federal, State of New York, or State officials authorized to do so; (d) the New York Stock Exchange or other national securities exchange or any governmental authority shall impose, as to the Certificates or as to obligations of the general character of the Certificates, 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 Underwriters, which change shall occur subsequent to the date of this Agreement and shall not be due to the malfeasance, misfeasance or nonfeasance of the Underwriters; (e) any amendment to the federal or State Constitution or action by any federal or State 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 ad valorem taxes pledged to pay the principal of and interest on the Certificates; 15 (f) 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; (g) there shall have occurred since the date of this Agreement any materially adverse change in the affairs or financial condition of the Issuer, except for changes which the Official Statement discloses are expected to occur; (h) there shall have occurred (whether or not foreseeable) any (i) new material outbreak of hostilities involving the United States (including, without limitation, an act of terrorism), including, but not limited to, an escalation of hostilities that existed prior to the date hereof, or (ii) new material national or international calamity or crisis including, but not limited to, an escalation in the scope or magnitude of any pandemic or natural disaster, or (iii) material financial crisis or adverse change in the financial or economic conditions affecting the United States government or the securities markets in the United States; (i) any fact or event shall exist or have existed that, in the Underwriter ’s reasonable judgment, requires or has required an amendment of or supplement to the Official Statement and the Issuer refuses to permit the Official Statement to be so amended or supplemented; (j) there shall have occurred or any published notice shall have been given of any intended review for possible downgrade, downgrading, suspension, withdrawal, or negative change in credit watch status by any national rating service to any of the Issuer’s debt obligations that are secured in a like manner as the Certificates (including the ratings to be accorded to the Certificates); and (k) the purchase of and payment for the Certificates by the Underwriters, or the resale of the Certificates 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 intentional action, or failure to act, of the Underwriters. With respect to the conditions described in subparagraphs (e) and (l) above, the Underwriters are 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 Underwriters to invoke their termination rights thereunder. 7. Expenses. 16 (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 Certificates, (ii) the fees and disbursements of Bond Counsel; (iii) the fees and disbursements of the Financial Advisor to the Issuer; (iv) the fees and disbursements of any other engineers, accountants, and other experts, consultants or advisers retained by the Issuer; (v) the fees for bond ratin gs; (vi) the costs of preparing, printing and mailing the Preliminary Official Statement and the Official Statement; (vii) the fees and expenses of the Paying Agent/Registrar; (viii) advertising expenses (except any advertising expenses of the Underwriters as set forth below); (ix) the out-of-pocket, miscellaneous and closing expenses, including the cost of travel, of the officers and council members of the Issuer; and (x) 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. (b) 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 Certificates; (iii) all other expenses incurred by them in connection with the public offering of the Certificates, including the fees and disbursements of counsel retained by the Underwriters, and (iv) other expenses incurred at the Underwriters’ discretion (including, but not limited to, travel, lodging, meals, entertainment, deal mementos and similar expenses). (c) The Issuer acknowledges that the Underwriters will pay from the Underwriters’ expense allocation of the underwriting discount the applicable per certificate assessment charged by the Municipal Advisory Council of Texas, a non-profit corporation whose purpose is to collect, maintain and distribute information relating to issuing entities of municipal securities. 8. Notices. Any notice or other communication to be given to the Issuer under this Agreement may be given by delivering the same in writing to City of Sanger Texas, 502 Elm Street, Sanger, Texas 76266 , Attention: City Secretary; and, any notice or other communication to be given to the Representative 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, Attention: Jim Buie. 9. Parties in Interest. This Agreement as heretofore specified shall constitute the entire agreement between the Issuer and the Underwriters and is made solely for the benefit of the Issuer and the Underwriters (including successors or assigns of the Underwriters) 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 any of the Underwriters; (ii) delivery of and payment for the Certificates pursuant to this Agreement; and (iii) any termination of this Agreement. 17 10. 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. 11. Choice of Law. This Agreement shall be governed by and construed in accordance with the law of the State. 12. 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 provision or provisions of any Constitution, statute, rule of pub lic 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 Agreemen t invalid, inoperative or unenforceable to any extent whatever. 13. Business Day. For purposes of this Agreement, “business day” means any day on which the New York Stock Exchange is open for trading. 14. 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. 15. 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. 16. No Personal Liability. None of the members of 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 Underwriters 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. 17. No Boycott of Israel. To the extent this Agreement constitutes a contract for goods or services for which a written verification is required under Section 2271.002, Texas Government Code, the Underwriters hereby verify that they and their parent companies, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not boycott Israel and will not boycott Israel during the term of this Agreement. The foregoing verification is made solely to enable the Issuer to comply with such Section and to the extent such Section does not contravene applicable Federal law. As used in the foregoing verification, ‘boycott Israel,’ a term defined in Section 2271.001, Texas Government Code, by reference to Section 808.001(1), Texas Government Code, 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 18 an Israeli-controlled territory, but does not include an action made for ordinary business purposes. 18. No Terrorist Organization. The Underwriters represent that neither they nor any of their parent companies, wholly- or majority-owned subsidiaries, and other affiliates 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 website: https://comptroller.texas.gov/purchasing/docs/sudan-list.pdf, https://comptroller.texas.gov/purchasing/docs/iran -list.pdf, or https://comptroller.texas.gov/purchasing/docs/fto-list.pdf. The foregoing representation is made solely to enable the Issuer to comply with Section 2252.152, Texas Government Code, and to the extent such Section does not contravene applicable Federal law and excludes the Underwriter and each of its parent company, 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. 19. No Discrimination Against Fossil-Fuel Companies. To the extent this Agreement constitutes a contract for goods or services for which a written verification is required under Section 2274.002 (as added by Senate Bill 13 in the 87th Texas Legislature, Regular Session), Texas Government Code, as amended, the Underwriter s hereby verify that they and their parent companies, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not boycott energy companies and will not boycott energy companies during the term of this Agreement. The foregoing verification is made solely to enable the Issuer to comply with such Section and to the extent such Section does not contravene applicable Federal or Texas law. As used in the foregoing verification, “boycott energy companies,” a term defined in Section 2274.001(1), Texas Government Code (as enacted by such Senate Bill) by reference to Section 809.001, Texas Government Code (also as enacted by such Senate Bill), shall mean, without an ordinary business purpose, 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 with a company because the company (A) engages in the exploration, production, utilization, transportation, sale, or manufacturing of fossil fuel - based energy and does not commit or pledge to meet environmental standards beyond applicable federal and state law; or (B) does business with a company described by (A) above. 20. No Discrimination Against Firearm Entities and Firearm Trade Associations. To the extent this Agreement constitutes a contract for goods or services for which a written verification is required under Section 2274.002 (as added by Senate Bill 19 in the 87th Texas Legislature, Regular Session), Texas Government Code, as amended, the Underwriters hereby verify that they and their parent companies, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and will not discriminate against a firearm entity or firearm 19 trade association during the term of this Agreement. The foregoing verification is made solely to enable the Issuer to comply with such Section and to the extent such Section does not contravene applicable Federal or Texas law. As used in the foregoing verification and the following definitions, (a) ‘discriminate against a firearm entity or firearm trade association,’ a term defined in Section 2274.001(3), Texas Government Code (as enacted by such Senate Bill), (A) means, with respect to the firearm entity or firearm trade association , to (i) refuse to engage in the trade of any goods or services with the firearm entity or firearm trade association based solely on its status as a firearm entity or firearm trade association, (ii) refrain from continuing an existing business relationship with the firearm entity or firearm trade association based solely on its status as a firearm entity or firearm trade association, or (iii) terminate an existing business relationship with the firearm entity or firearm trade association based solely on its status as a firearm entity or firearm trade association and (B) does not include (i) the established policies of a merchant, retail seller, or platform that restrict or prohibit the listing or selling of ammunition, firearms, or firearm accessories and (ii) a company’s refusal to engage in the trade of any goods or services, decision to refrain from continuing an existing business relationship, or decision to terminate an existing business relationship (aa) to comply with federal, state, or local law, policy, or regulations or a directive by a regulatory agency or (bb) for any traditional business reason that is specific to the customer or potential customer and not based solely on an entity’s or association’s status as a firearm entity or firearm trade association, (b) ‘firearm entity,’ a term defined in Section 2274.001(6), Texas Government Code (as enacted by such Senate Bill), means a manufacturer, distributor, wholesaler, supplier, or retailer of firearms (defined in Section 2274.001(4), Texas Government Code, as enacted by such Senate Bill, as weapons that expel projectiles by the action of explosive or expanding gases), firearm accessories (defined in Section 2274.001(5), Texas Government Code, as enacted by such Senate Bill, as devices specifically designed or adapted to enable an individual to wear, carry, store, or mount a firearm on the individual or on a conveyance and items used in conjunction with or mounted on a firearm that are not essential to the basic function of the firearm, including detachable firearm magazines), or ammunition (defined in Section 2274.001(1), Texas Government Code, as enacted by such Senate Bill, as a loaded cartridge case, primer, bullet, or propellant powder with or without a projectile) or a sport shooting range (defined in Section 250.001, Texas Local Government Code, as a business establishment, private club, or association that operates an area for the discharge or other use of firearms for silhouette, skeet, trap, black powder, target, self-defense, or similar recreational shooting), and (c) ‘firearm trade association,’ a term defined in Section 2274.001(7), Texas Government Code (as enacted by such Senate Bill), means any person, corporation, unincorporated association, federation, business league, or business organization that (i) is not organized or operated for profit (and none of the net earnings of which inures to the benefit of any private shareholder or individual), (ii) has two or more firearm entities 20 as members, and (iii) is exempt from federal income taxation under Se ction 501(a), Internal Revenue Code of 1986, as an organization described by Section 501(c) of that code. 21. Affiliate. As used in Sections 18 through 21, the Underwriters understand ‘affiliate’ to mean an entity that controls, is controlled by, or is under common control with the Underwriters within the meaning of SEC Rule 405, 17 C.F.R. § 230.405, and exists to make a profit. 22. Attorney General Standing Letter. The Underwriters represent that each has, or will have prior to the date of Closing, on file with t he Texas Attorney General a standing letter addressing the representations and verifications contained in Sections 1 8 through 21 of this Agreement in a form accepted by the Texas Attorney General. In addition, if any of the Underwriters or their respective parent companies, wholly- or majority-owned subsidiaries or other affiliates of the Underwriters receives or has received a letter from the Texas Comptroller of Public Accounts pursuant to Chapter 809, Texas Government Code seeking written verification that it does not boycott energy companies (a “Comptroller Request Letter”), the respective Underwriter shall promptly notify the Issuer and Bond Counsel (if it has not already done so) and provide to the Issuer or Bond Counsel, two business days prior to Closing and additionally upon request by the Issuer or Bond Counsel, written verification to the effect that its standing letter described in the preceding sentence remains in effect and may be relied upon by the Issuer and the Texas Attorney General (the “Bringdown Verification”). The Bringdown Verification shall also confirm that the respective Underwriter (or the parent company, the wholly- or majority-owned subsidiary or the other affiliate of the respective Underwriter that received the Comptroller Request Letter) intends to timely respond or has timely responded to the Comptroller Request Letter. The Bringdown Verification may be in the form of an e-mail. If you agree with the foregoing, please sign the enclosed counterpart of this Agreement and return it to the Underwriters. This Agreement shall become a binding agreement between the Issuer and the Underwriters when at least the counterpart of this Agreement shall have been signed by or on behalf of each of the parties hereto. Respectfully submitted, RAYMOND JAMES & ASSOCIATES, INC. Name {eff PHiljaw Title:_ D:retfac ACCEPTED at [a.m./p.m.] central time this day of , 2023. — CITY OF SANGER, TEXAS By: Name: Title: Schedule | - Schedule of Underwriters Schedule II — Schedule of Terms Signature Page City of Sanger Certificates of Obligation, Taxable Series 2023C If you agree with the foregoing, please sign the enclosed counterpart of this Agreement and return it to the Underwriters. This Agreement shall become a binding agreement between the Issuer and the Underwriters when at least the counterpart of this Agreement shall have been signed by or on behalf of each of the parties hereto. Respectfully submitted, RAYMOND JAMES & ASSOCIATES, INC. By: Name: Title: 2023. ACCEPTED at_@!3¢ [a.m.6-m) central time this __247/“day of ar CITY OF SANGER, TEXAS By: Zita Mu jo Name:__/ homes £1 Muir Title: Manor Schedule | - Schedule of Underwriters Schedule II — Schedule of Terms SCHEDULE | UNDERWRITERS Raymond James & Associates, Inc. SAMCO 4876-6641-4894, v. 14876-6641-4894, v. 1 SCHEDULE I UNDERWRITERS Raymond James & Associates, Inc. SAMCO SCHEDULE II $10,190,000 City of Sanger, Texas Certificates of Obligation, Taxable Series 2023C Interest Accrues from: Date of Delivery $315,000 – Serial Bonds Maturity (Aug 1) Principal Amount Interest Rate Yield(a) 2024 $160,000 5.440% 5.440% 2025 155,000 5.090% 5.090% 9,875,000 Term Bonds $515,000 4.890% Term Bonds due August 1, 2028, Priced to Yield 4.890%(a)(b)(c) $1,045,000 5.000% Term Bonds due August 1, 2033, Priced to Yield 5.000%(a)(b)(c) $1,335,000 5.350% Term Bonds due August 1, 2038, Priced to Yield 5.350%(a)(b)(c) $1,735,000 5.450% Term Bonds due August 1, 2043, Priced to Yield 5.450%(a)(b)(c) $5,245,000 5.550% Term Bonds due August 1, 2053, Priced to Yield 5.550%(a)(b)(c) _____________________ (a) The initial reoffering prices or yields of the Certificates 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. (b) The Certificates stated to mature on and after August 1, 202 6 are subject to optional redemption, in whole or in part, on August 1, 2025, or any date thereafter at the par value thereof plus accrued interest to the date fixed for redemption. (c) The Term Certificates scheduled to mature on August 1 in the years 2028, 2033, 2038, 2043 and 2053 are also subject to mandatory sinking fund redemption on the dates and in the amounts set forth in the following schedule: Mandatory Redemption Principal Amount Mandatory Redemption Principal Amount Mandatory Redemption Principal Amount August 1, 2026 $165,000 August 1, 2034 240,000 August 1, 2044 405,000 August 1, 2027 170,000 August 1, 2035 255,000 August 1, 2045 430,000 August 1, 2028* 180,000 August 1, 2036 265,000 August 1, 2046 455,000 August 1, 2037 280,000 August 1, 2047 480,000 August 1, 2038* 295,000 August 1, 2048 505,000 August 1, 2049 530,000 Mandatory Redemption Principal Amount Mandatory Redemption Principal Amount August 1, 2050 August 1, 2051 560,000 595,000 August 1, 2029 $190,000 August 1, 2039 310,000 August 1, 2052 625,000 August 1, 2030 200,000 August 1, 2040 330,000 August 1, 2053* 660,000 August 1, 2031 205,000 August 1, 2041 345,000 August 1, 2032 220,000 August 1, 2042 365,000 August 1, 2033* 230,000 August 1, 2043* 385,000 __________________ *Stated Maturity. PAYING AGENT/REGISTRAR AGREEMENT THIS PAYING AGENT/REGISTRAR AGREEMENT dated as of July 24, 2023 (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, NA, 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 Certificates of Obligation, Taxable Series 2023C (the “Certificates”) in the aggregate principal amount of $10,190,000 to be issued as fully registered certificates; WHEREAS, all things necessary to make the Certificates 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 Certificates, in accordance with the terms thereof, and under which the Bank will act as Registrar for the Certificates; 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 Certificates, to pay to the Registered Owners of the Certificates, in accordance with the terms and provisions of this Agreement and the ordinance authorizing the issuance of the Certificates (the “Ordinance”), the principal of, redemption premium, if any, and interest on all or any of the Certificates. The Issuer hereby appoints the Bank as Registrar with respect to the Certificates. The Bank hereby accepts its appointment and agrees to act as Paying Agent and Registrar with respect to the Certificates. 2 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 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, NA, Austin, Texas. “Certificate” or “Certificates” means any one or all of the “City of Sanger, Texas Certificates of Obligation, Series 2023” authorized by the Ordinance. “Issuer” means the City of Sanger, Texas. “Ordinance” means the ordinance of the Issuer approved by its City Council on July 24, 2023 pursuant to which the Certificates 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 Certificate 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. 3 ARTICLE THREE DUTIES OF THE BANK Section 3.01. Initial Delivery of the Certificates. The Certificates 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 Certificates initially delivered for Certificates of authorized denominations, registered in accordance with the instructions in such request and the Ordinance. 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, timely pay on behalf of the Issuer the principal of and interest on each Certificate 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. The Bank is also authorized to transfer funds relating to the closing and initial delivery of the Certificates in the manner disclosed in the closing memorandum as prepared by the Issuer or Issuer’s financial advisor, bond counsel or other agent. The Bank may act on a facsimile or e- mail transmission of the closing memorandum acknowledged by the Issuer, Issuer's financial advisor or other agent as the final closing memorandum. The Bank shall not be liable for any losses, costs or expenses arising directly or indirectly from the Bank’s reliance upon and compliance with such instructions. Section 3.03. Duties of Registrar. The Bank shall provide for the proper registration of the Certificates and the timely exchange, replacement and registration of transfer of the Certificates 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. The books of registration may be maintained in written form or in any other form capable of being converted into written form within a reasonable time. The Bank shall keep and maintain a current copy of the books of registration at its offices in Dallas, Texas. 4 Section 3.04. Unauthenticated Certificates. The Issuer shall provide an adequate inventory of unauthenticated Certificates to facilitate transfers. The Bank covenants that it will maintain such unauthenticated Certificates in safekeeping and will use reasonable care in maintaining such Certificates 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 Certificates 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 Certificates 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 Certificates. All Certificates 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 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 Certificates previously authenticated and delivered which the Issuer may have acquired in any manner whatsoever, and all Certificates so delivered shall be promptly canceled by the Bank. All canceled Certificates 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) In the performance of its duties hereunder, the Bank may conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein, upon any document, instrument or signature believed by it in good faith to be genuine and signed by an authorized agent of the Issuer. The Bank shall not be required to investigate the truth or accuracy of any statement contained in any such document or instrument. The Bank may assume that any person purporting to give any notice in accordance with the provisions of this Agreement has been duly authorized to do so. 5 (b) The Bank shall not be liable to the Issuer for any error in judgment or any actions taken, suffered or omitted to be taken under this Agreement, except in the case of its negligence, bad faith or willful misconduct. The Bank may consult with counsel of its own choice in the event of any dispute or questions as to the meaning or construction of any of the provisions hereof or its duties hereunder and it shall have full and complete authorization and protection for any action taken, suffered or omitted to be taken by it hereunder in good faith and in accordance with the opinion and instructions of such counsel. (c) This Agreement is not intended to require the Bank, and in no circumstances shall the Bank be required, to expend its own funds for performance of any 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. (e) To the extent permitted by law, the Issuer agrees to indemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred without negligence or bad faith on its part, arising out of or in connection with its acceptance or administration of its duties hereunder, including the cost and expense against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement. 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 Certificates, with such money in the account that exceed the deposit insurance available to the Issuer, provided by the Federal Deposit Insurance Corporation, to be fully collateralized with securities or obligations that are eligible under the laws of the State of Texas to secure and be pledged as collateral for trust accounts until the principal and interest on such Certificates have been presented for payment and paid to the Owner thereof. 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 Certificates 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 Certificates by virtue of actions taken in compliance with the foregoing provision. 6 ARTICLE FOUR MISCELLANEOUS PROVISIONS Section 4.01. May Own Certificates. The Bank, in its individual or any other capacity, may become the owner or pledgee of Certificates with the same rights it would have if it were not the Paying Agent and Registrar for the Certificates. 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. 7 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. 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 Certificates. 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, Certificates and all books and records pertaining to the Bank’s role as Paying Agent and Registrar with respect to the Certificates, including, but not limited to, the books of registration. Section 4.11. Interpleader. The Issuer and the Bank agree that the Bank, at the sole expense of the Issuer, may seek adjudication of any adverse claim, demand, or controversy over its person as well as funds on deposit hereunder, in the District Court of Hood County, Texas. In the event of such an adjudication, the parties hereby waive personal service of any process, and agree that service of process by certified or registered mail, return receipt requested, to the address set forth herein shall constitute adequate service. The Issuer and the Bank further agree that the Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction within the State of Texas, at the sole expense of the Issuer, to determine the rights of any person claiming any interest hereunder. Section 4.12. Merger, Conversion, Consolidation or Succession. Any corporation into which the Bank may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion, or consolidation to which the Bank shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Bank shall ipso facto be the successor of the Bank hereunder without the execution or filing of any paper or any further act on the part of either of the parties hereto. In case any Certificate shall have been registered, but not delivered, by the Bank then in office, any successor by merger, conversion, or consolidation to such authenticating Bank may adopt such registration and deliver the Certificates so registered with the same effect as if such successor Bank had itself registered the Certificates. 8 Section 4.13. Bank Not a Trustee. This Agreement shall not be construed to require the Bank to enforce any remedy which any Registered Owner may have against the Issuer during any default or event of default under any agreement between any Registered Owner and the Issuer, including the Ordinance or to act as trustee for such Registered Owner. Section 4.14. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement. Section 4.15. Governing Law. This Agreement shall be construed in accordance with and shall be governed by the laws of the State of Texas. Section 4.16. 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 4.17. 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) engage 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 in this subsection (b) has the meaning assigned to such term in section 2252.151 of the Texas Government Code. 9 Section 4.18. Texas Government Code 2274.002(a)(2). The aggregate value of this Agreement is less than the dollar limitation set forth in Section 2274.002(a)(2) of the Texas Government Code, as amended. [signature page follows] A-1 EXHIBIT A See Attached Fee Schedule $5,025,000 City of Sanger, Texas Certificates of Obligation, Series 2023B 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. 36943260v.3 GENERAL CERTIFICATE 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’s $10,190,000 CITY OF SANGER, TEXAS CERTIFICATES OF OBLIGATION, TAXABLE SERIES 2023C, dated as of August 1, 2023 (the “Certificates”), 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 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 obligation issued by the City and approved by the Attorney General of the State o Texas which were the City of Sanger, Texas Limited Tax Note, Series 2023. Attached as Exhibit E is a true, full and correct copy of the City’s charter. The City’s estimated population as of 2020 was 8,839. (2) The Certificates are being issued to pay all or any part of the contractual obligations to be incurred (1) to finance the purchase of approximately 450 acres of land situated northeast of Rector Road and southeast of the City to be used for water, wastewater, and electric system improvements, (2) to finance water, wastewater, and electric system improvements, and (3) to pay for professional services pursuant to Subchapter C of Chapter 271, Texas Local Government Code, as amended. Additionally, as required under Section 252.051 of the Texas Local Government Code, the City has obtained an independent appraisal of the land to be purchased for the improvements. (3) The following individuals were the duly elected and qualified Mayor, City Council, and duly appointed and qualified City Secretary of the City holding the offices opposite their names: Thomas Muir Mayor Marissa Barrett Councilmember, Place 1 Gary Bilyeu Councilmember, Place 2 Dennis Dillon Councilmember, Place 3 Allen Chick Councilmember, Place 4 Victor Gann Councilmember, Place 5 Kelly Edwards City Secretary (5) Attached as Exhibit A is a true, full and correct debt service schedule for the Certificates. 36943260v.3 2 (6) 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 2023 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 $1,269,102,045. (7) The following is a true, full and current schedule of the System revenues remaining after the payment of all operation and maintenance expenses thereof (“Net Revenues”) for the past three fiscal years: Fiscal Year Ending: 9/30/22 9/30/21 9/30/20 Net Revenues $ 2,764,446 $ 3,325,685 $ 2,427,960 The City’s current rate schedules are attached hereto as Exhibit B and are made a part of this certificate. (8) Neither the revenues nor the properties of the System are in any way pledged or hypothecated other than to the pledge of Net Revenues to the Certificates now in process of issuance. (9) The City is not, and has never been, in default as to any covenant, condition or obligation on any prior bonds or other obligations payable from Net Revenues. (10) No petition signed by at least 5% of the qualified electors of the City has been filed with the Mayor, the City Secretary, any member of the City Council of the City, or any other officer of the City protesting the issuance of the Certificates or requesting a referendum election on the question of their issuance and sale. (11) Attached as Exhibit C is a true, full and correct debt service schedule for all the City’s outstanding tax-supported debt, including the Certificates. The principal amount of the City’s total outstanding tax-supported debt, including the Certificates, is $56,760,000. (12) The purposes for which the Certificates are being issued have not failed in a bond election within the past three years pursuant to Section 271.047(d) of the Texas Local Government Code. (13) 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. 36943260v.3 3 (14) No proceeding or authority for the sale, execution, or delivery of the Certificates has been repealed, rescinded, amended, or revoked. (15) All of the meetings held by the Council pursuant to which any proceedings were passed, adopted, and approved in connection with the issuance of the Certificates were meetings open to the public for which public notice had been given, all as required by law (including, particularly, Chapter 551, Texas Government Code). (16) The City complied with the Internet website posting requirements of Section 271.049(a)(2), Texas Local Government Code by posting the published Notice of Intention on May 16, 2023 continuously on the City’s website for at least 45 days before the date tentatively set for the passage of the Ordinance. Attached hereto as Exhibit D is a screenshot of the Notice of Intention to Issue Certificates being posted on the City’s website. (17) With respect to the contracts executed in connection with the authorization and issuance of the Certificates, 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 or will be made. [Signature Page Follows] EXHIBIT A DEBT SERVICE SCHEDULE FOR THE CERTIFICATES EXHIBIT B SYSTEM RATES EXHIBIT C DEBT SERVICE SCHEDULE FOR THE CITY’S OUTSTANDING TAX SUPPORTED DEBT EXHIBIT D SCREENSHOT OF CITY’S WEBSITE POSTING THE NOTICE OF INTENTION TO ISSUE CERTIFICATES EXHIBIT E CITY CHARTER (See Attached) Chapter CHA HOME RULE CHARTER ARTICLE I FORM OF GOVERNMENT AND BOUNDARIES §1.01.Form of Government. §1.02.Boundaries and Limits. ARTICLE II POWERS OF THE CITY §2.01.General. §2.02.Planning and Zoning. §2.03.Eminent Domain. §2.04.General Powers Adopted. ARTICLE III THE CITY COUNCIL §3.01.Number, Selection and Term. §3.02.Mayor Pro-Tem. §3.03.Compensation. §3.04.Qualifications. §3.05.Forfeiture and Vacancies. §3.06.Holding Other Offices. §3.07.Quorum. §3.08.Meetings of the City Council. ARTICLE IV ADMINISTRATIVE SERVICE §4.01.City Manager. §4.02.City Secretary. §4.03.Police Department. §4.04.Miscellaneous Departments. ARTICLE V MUNICIPAL COURT §5.01.Municipal Court. ARTICLE VI CITY ATTORNEY §6.01.Appointment. §6.02.Compensation. §6.03.Duties. ARTICLE VII NOMINATIONS AND ELECTIONS §7.01.City Elections. §7.02.Filing for Office. §7.03.Official Ballots. §7.04.Voters List. §7.05.Watchers, Challengers and Canvassing. §7.06.Run-Off Elections. §7.07.Oath of Office. §7.08.Exception of Election Code. ARTICLE VIII LEGISLATION BY THE PEOPLE INITIATIVE, REFERENDUM AND RECALL §8.01.General Authority. §8.02.Petitioner's Committee. §8.03.Form of the Petition. §8.04.Filing of Petitions. §8.05.Recall. §8.06.Filing of Recall Petitions. §8.07.Recall Public Hearing. §8.08.Calling of Recall Election. §8.09.Certification of Petitions. §8.10.Action on Initiative and Referendum Petitions. §8.11.Withdrawal of Petitions. §8.12.Form of Ballots. §8.13.Results of Election. §8.14.Failure of City Council. ARTICLE IX MUNICIPAL FINANCE §9.01.Fiscal Year. §9.02.Submission of Budget. §9.03.Budget Content. §9.04.City Council Action. §9.05.Amending the Budget. §9.06.Capital Program. §9.07.Public Records. §9.08.Borrowing. City of Sanger, TX Downloaded from https://ecode360.com/SA6473 on 2023-08-03 CHA:1 §9.09.Purchasing. §9.10.Depository. §9.11.Administration of Budget. §9.12.Financial Report. §9.13.Independent Audit. ARTICLE X BOARDS, COMMISSIONS AND COMMITTEES §10.01.Authority. §10.02.Qualifications. §10.03.Compensation. §10.04.Planning and Zoning Commission. §10.05.Board of Adjustment. §10.06.Minutes. ARTICLE XI UTILITIES, FRANCHISES, AND LICENSES §11.01.Powers of the City. §11.02.Power to Grant Franchise. §11.03.Ordinance Granting Franchise. §11.04.Transfer of License. §11.05.Right of Regulation. §11.06.City Owned Utilities. §11.07.Inalienability of Control of Public Property. ARTICLE XII GENERAL AND TRANSITIONAL PROVISIONS §12.01.Effect of Charter on Existing Law. §12.02.Continuation of Present Offices. §12.03.Nepotism. §12.04.Official Newspaper. §12.05.Judicial Notice. §12.06.Claims for Damage or Injury. §12.07.Property Not Subject to Garnishment and Execution. §12.08.Conflict of Interest. §12.09.Person Indebted to the City Shall Not Hold Office or Employment. §12.10.Public Meetings and Records. §12.11.Indemnification of Officers. §12.12.Amendment of Charter. §12.13.Bond or Security Not Required. §12.14.Severability Clause. §12.15.Meaning of Words. §12.16.Transition Provisions. ARTICLE XIII ADOPTION OF CHARTER §13.01.Submission and Election. City of Sanger, TX Downloaded from https://ecode360.com/SA6473 on 2023-08-03 CHA:2 Editor’s note–Printed herein is the charter of the City of Sanger, Texas, which was adopted at an election held on July 15, 1999. Apart from minor nonsubstantive changes in style and formatting, the charter is reproduced as enacted. Capitalization, punctuation and grammar have been retained. Obviously misspelled words have been corrected without notation. Material enclosed in brackets has been added for clarification. Amendments to the charter are indicated by a history note following the amended section or subsection. The absence of a history note indicates the material is unchanged from the original charter. City of Sanger, TX Downloaded from https://ecode360.com/SA6473 on 2023-08-03 CHA:3 City of Sanger, TX Downloaded from https://ecode360.com/SA6473 on 2023-08-03 ARTICLE I FORM OF GOVERNMENT AND BOUNDARIES §1.01.Form of Government. Municipal government for the City of Sanger shall be a council-manager form of government. Except as otherwise provided by this Charter and the Constitution and laws of the State of Texas, all powers conferred on the City shall be exercised by a City Council to be composed of five (5) Councilmembers and a Mayor, elected by the qualified voters of the entire city, each for a term of two (2) years. §1.02.Boundaries and Limits. (Proposition 1, 2 approved at an election held November 7, 2006 and certified by Resolution 11-19-06 adopted November 20, 2006) A.INCORPORATION All inhabitants of the City of Sanger, Denton County, Texas, as the boundaries and limits of said city have heretofore been established and now exist or may hereafter be established shall constitute a municipal body politic incorporated under and known by the name "The City of Sanger," with such powers, rights, duties, privileges, and immunities as are herein provided. B.BOUNDARIES The boundaries and limits of the City of Sanger shall be those as established and described in ordinances duly passed by the City Council in accordance with state law. The City Secretary shall at all times keep a correct and complete description and official map on file, with recent annexations or disannexations. C.ANNEXATION AND DISANNEXATIONThe City may from time to time alter its boundaries by annexing any territory adjacent to its present or future boundaries in any size or shape desired in any manner provided by state law. In addition thereto, the City may annex additional territory lying adjacent to the City with or without the consent of the inhabitants or property owners of a territory annexed where the same is not inconsistent with state law. Such annexations shall be accomplished by Ordinance providing for the alteration and extension of the boundary limits, which ordinance shall describe the territory to be annexed. Amendments reducing the area may be incorporated into the proposed Ordinance without the necessity of publishing said amendments and without the necessity of republication of said Ordinance as amended. Upon the finally [final] passage of such ordinance, the boundaries of the City shall thereafter be as fixed in such ordinance. The additional territory annexed shall be a part of the City and the property situated therein shall bear its pro rata part of the taxes levied by the City as provided by state law. The inhabitants thereof shall be entitled to all the rights and privileges of all citizens and shall be bound by the laws, Ordinances, and Resolutions of the City. The City may from time to time alter its boundaries by disannexing any territory adjoining its present or future boundaries by passage of an appropriate ordinance describing the territory being disannexed. City of Sanger, TX §1.01 §1.02 Downloaded from https://ecode360.com/SA6473 on 2023-08-03 CHA:5 City of Sanger, TX Downloaded from https://ecode360.com/SA6473 on 2023-08-03 ARTICLE II POWERS OF THE CITY §2.01.General. The City of Sanger shall have all the powers granted to cities by the Constitution and laws of the State of Texas, together with all the implied powers necessary for the execution of all the powers granted. In the exercise of its powers, the City may: A.Design, adopt, and use a corporate seal; B.Contract and be contracted with; C.Sue and be sued, implead and be impleaded in all courts in all matters; D.Cooperate with the government of the State of Texas and any agency thereof, and any political subdivision of the State of Texas; E.Own, lease, and/or acquire property or a property interest, within or without its boundaries, for any municipal purpose, in fee simple or in any lesser estate of interest, by purchase, gift, devise, lease, or condemnation; F.Hold, sell, lease, manage, control, and police any property now owned by the City or which may be acquired by the City; G.Lease property owned by the City whether such property is located inside or outside the City, subject to the limitations herein provided; H.Construct, own, lease, operate, and regulate public utilities; I.Assess, levy, and collect taxes for the general and special purposes on all lawful subjects of taxation; J.Borrow money on the faith and credit of the City by the issuance of bonds, certificates of obligation, warrants, or notes of the City; K.Appropriate the money of the City for all lawful purposes; L.Regulate and control the use of streets and other public places; M.Provide suitable penalties for violations of City ordinances; N.Create ordinances to regulate the collection and disposal of solid and other wastes in a manner that protects the general health, safety, and welfare of the citizens and upholds state and federal laws; O.Exercise the authority, alone or with any governmental agency, or any nonprofit organization incorporated under the laws of the State of Texas to acquire, establish, and own all property that may be useful and necessary for the purpose of establishing and maintaining parks and recreational facilities as authorized by law; P.Plan and execute emergency administrative measures to be applied in time of natural disaster; Q.Pass and enforce such ordinances as may be expedient for the protection and maintenance of good government, the peace and welfare of the City, the performance of the functions of the City, and the order and security of the residents of the City; R.Exercise all municipal powers, functions, rights, privileges, and immunities of every name and nature whatsoever, except as prohibited by the Constitution and laws of the State of Texas and not in conflict with this Charter. City of Sanger, TX §2.01 §2.02 Downloaded from https://ecode360.com/SA6473 on 2023-08-03 CHA:7 §2.02.Planning and Zoning. The City shall have the power to adopt and enforce the following: §2.03.Eminent Domain. The City shall have the full power, authority, and rights to exercise the power of eminent domain when necessary to carry out any of the powers conferred upon it by this Charter, or by the Constitution and laws of the State of Texas. Neither the Council nor the City Administration shall participate in any endeavor for the purpose of exercising eminent domain on behalf of private development. §2.04.General Powers Adopted. The enumeration of the particular powers of this Charter shall not be held or deemed to be exclusive, but in addition to the powers enumerated herein or implied hereby or appropriate to the exercise of such powers, the City shall have and may exercise all powers of local self-government and all other powers that, under the Constitution and laws of the State of Texas, it would be competent for this Charter specifically to enumerate. A.A master plan to be used as a guide for the orderly growth and development of the City; B.Ordinances for the regulation of subdivisions and plats within the City and its extraterritorial jurisdictions; C.Ordinances to establish development performance standards and land use regulations in general within the City, and any valid additions thereto, or within any part thereof, in any manner that does not conflict with the Constitution or state laws; D.Ordinances to promote safe and reasonable building standards; E.Ordinances providing for the acquisition of lands within the City limits and within extraterritorial jurisdictions for public purposes, not including private development, and not in conflict with state laws; F.Ordinances to provide for capital improvements that improve the general health, safety, and welfare of citizens within the City limits and within the extraterritorial jurisdictions; G.A comprehensive zoning ordinance and map as authorized by Chapter 211 of the Texas Local Government Code; provided, that this Charter shall not affect the continuation of a valid non-conforming use or structure in the City, nor affect the non-conforming status of a use or structure which arose prior to the adoption of this Charter or annexation of the property into the City. City of Sanger, TX §2.02 §2.04 Downloaded from https://ecode360.com/SA6473 on 2023-08-03 CHA:8 ARTICLE III THE CITY COUNCIL §3.01.Number, Selection and Term. (Proposition 1 approved at an election held November 7, 2006 and certified by Resolution 11-19-06 adopted November 20, 2006) §3.02.Mayor Pro-Tem. The Mayor Pro-Tem shall be a Councilmember elected by the City Council at the first regular meeting following either each regular city election or run-off election if such occurs. The Mayor Pro-Tem shall act as Mayor during the disability or absence of the Mayor and in this capacity shall have the rights conferred upon the Mayor. §3.03.Compensation. The Mayor and Councilmembers of the City of Sanger shall serve without pay or compensation, provided, however, that they shall be entitled to reimbursement of and for necessary expenses incurred in the performance of their official duties. §3.04.Qualifications. Each candidate for an elective office shall meet the following qualifications: A.The legislative and governing body of the City shall consist of a Mayor and five Councilmembers who, collectively, shall be known as the "City Council of the City of Sanger, Texas". B.All members shall be elected to two-year, staggered terms. C.The Mayor shall: 1.Be elected at large; 2.Be presiding officer of the Council; 3.Vote only in cases of ties; 4.Recommend appointments to boards & commissions; 5.Represent the City in ceremonial functions. D.If the Mayor objects to an ordinance or resolution before the fourth day after it is adopted by the City council, it must be reconsidered by the governing body, with entire Council present. A simple majority shall decide the issue. E.The Mayor and two (2) Councilmembers, Places 2 and 4, shall be elected in even numbered years. Three (3) Councilmembers, Places 1, 3, and 5, shall be elected in odd-numbered years. F.Councilmembers shall be elected at large by Place by a plurality of votes in municipal elections. A.Be a qualified voter; B.Be 21 years of age or older on the first day of the term to be filled at the election or on the date of appointment, as applicable; C.Must have resided in the State for twelve months and within the city limits for twelve months immediately preceding the date of the regular filing deadline for a candidate’s application for a place on the ballot; City of Sanger, TX §3.01 §3.04 Downloaded from https://ecode360.com/SA6473 on 2023-08-03 CHA:9 §3.05.Forfeiture and Vacancies. (Proposition 3 approved at an election held November 7, 2006 and certified by Resolution 11-19-06 adopted November 20, 2006) §3.06.Holding Other Offices. Members of the Council shall not hold any other City office or be employed by the City during their terms of office. Former Mayors and Councilmembers may not be employed in compensated City positions for one (1) year from completion of their terms of office. §3.07.Quorum. At all meetings, four (4) of the six (6) City Councilmembers shall constitute a quorum for the purpose of transaction of business. §3.08.Meetings of the City Council. The City Council shall hold at least two (2) regular meetings each month and as many additional meetings as it deems necessary to transact the business of the City. The City Council shall fix, by ordinance, the date and time of the regular meetings. Special meetings of the City Council shall be held on the call of the Mayor or a majority of the City Councilmembers. D.Shall not be employed by the City; E.Shall meet all other eligibility requirements of the Texas Election Code. A.A Councilmember or the Mayor shall forfeit such office if at any time during a term of office he or she: 1.Lacks any qualification for the office as prescribed by this Charter or by state law; 2.Violates any express prohibition of this section or any other provision of this Charter; 3.Fails to attend three (3) consecutive regular Council meetings without being excused by the Council; or 4.Is convicted or placed on deferred adjudication for a crime involving turpitude. The Council shall be the final judge in matters involving forfeiture of office by a Councilmember or the Mayor. B.If one vacancy occurs on the Council, then the remaining members of the Council shall fill the vacancy by appointment until the next general municipal election. Any person appointed shall be qualified for the office as required by this Charter. C.If two or more simultaneous vacancies occur, then the remaining members of the Council shall call a special election to fill the vacancies for the unexpired terms. All vacancies filled by election shall be for the remainder of the unexpired term of the office so filled. D.No member of the City Council shall be qualified to become a candidate for election to any position on the City Council, other than for reelection to the same seat, unless such member shall first submit to the City Secretary his or her written resignation from the City Council, to be effective at the time of the canvass of the results of the next regularly scheduled City officers’ election. If any member of the City Council whose term would not otherwise expire at the time of the canvass of the results of a regular City officers’ election shall enter said election for a different position, such member’s term shall be deemed to have been vacated at the time of the canvass of the election results, whether the candidacy of said member is successful or not. In the event of such resignation, the City Secretary shall notify the City Council, which shall fill the vacancy created in the manner provided by this Section 3.05. City of Sanger, TX §3.04 §3.08 Downloaded from https://ecode360.com/SA6473 on 2023-08-03 CHA:10 ARTICLE IV ADMINISTRATIVE SERVICE §4.01.City Manager. A.DUTIES, APPOINTMENT, QUALIFICATIONS, COMPENSATION, AND REMOVAL 1.The City Manager shall be the chief administrative and executive officer of the City. 2.The City Manager is employed by and serves at the will of the Council. 3.The City Manager shall be employed based on administrative knowledge, skills, and abilities. 4.The City Manager shall administer the business of the City and the Council shall ensure that such administration is efficient and effective. 5.The Council may by ordinance delegate to the City Manager any additional powers or duties it considers proper for the administration of City affairs. 6.The Council may enter into a contract of employment with the City Manager and prescribe such compensation therein as it may fix. 7.The action of the Council in suspending or removing the City Manager shall be final, it being the intention of this Charter to vest all authority and fix all responsibility for such suspension or removal in the Council. B.DIRECTION AND SUPERVISION OF EMPLOYEES, NON-INTERFERENCE BY THE CITY COUNCIL, APPOINTMENT AND REMOVAL OF DEPARTMENT HEADS. 1.Except for the purposes of inquiries and investigations as provided by this Charter or otherwise by law, the Council or its members shall deal with City officers and employees who are subject to the direction and supervision of the City Manager solely through the City Manager, either publicly or privately. 2.Neither the Council nor any of its members shall direct or request the appointment of any person to, or removal from, office by the City Manager or by any other City employee. 3.The City Manager shall be responsible for and have the authority to appoint, suspend, and/or remove any of the directors of the departments of the City, after notification to the Council. C.SPECIFIC POWERS AND DUTIESThe City Manager shall be responsible to the Council for the proper administration of the affairs of the City and shall have the power and duty to: 1.Be responsible for the administration of all City affairs; 2.Appoint, hire, suspend, and/or remove employees not otherwise provided for in this Charter. Appointments shall be made on the basis of executive and administrative experience, ability, training fitness, and efficiency of such appointees in the work they are to administer; 3.Ensure that all the laws and ordinances are enforced; 4.Prepare and recommend items for inclusion in the official agenda of all Council meetings and meetings of the boards and commissions as established by this Charter or ordinance; 5.Prepare and submit to the Council the annual budget and capital program, and administer the budget as adopted by the Council; 6.Ensure that all terms and conditions in favor of the City or its inhabitants in any public utility franchise are faithfully kept and performed; City of Sanger, TX §4.01 §4.01 Downloaded from https://ecode360.com/SA6473 on 2023-08-03 CHA:11 §4.02.City Secretary. The City Manager shall appoint or remove the City Secretary. The duties of the City Secretary, or an Assistant City Secretary shall be as follows: (Proposition 4 approved at an election held November 7, 2006 and certified by Resolution 11-19-06 adopted November 20, 2006) §4.03.Police Department. (Proposition 4 approved at an election held November 7, 2006 and certified by Resolution 11-19-06 adopted November 20, 2006) 7.Keep the Council at all times fully advised as to the financial condition and needs of the City. Prepare and submit to the Council periodic reports on the finances and activities of the City, including the report of the annual audit required by state law; 8.Recommend to the Council for adoption such measures as may be deemed necessary or expedient; to execute deeds of trust, easements, releases, contracts, and all other legal instruments on behalf of the City when authorized by ordinance or resolution of the Council; 9.Attend all City Council meetings, unless excused by the Council and has the right to take part in discussions, but may not vote; 10.Ensure that all public records are accessible to the public and available upon request; 11.Implement annual performance reviews for all employees of the City. A.Give notice of the City Council and Board meetings; B.Attend all meetings of the Council and keep accurate records of all actions taken by the Council; C.Maintain the official records and files of the City; D.Administer oaths required by law; E.Attest contracts, assessment certificates, ordinances, resolutions, and other legal instruments when executed by the authorized officers of the City; F.Hold and maintain the City seal and affix it to all appropriate documents as required; G.Perform such other duties as may be required by the City Manager, this Charter, or the laws of the State of Texas; H.Serve as election officer for all City elections. A.The City Manager shall appoint or remove the Chief of Police. The Chief of Police shall be fully responsible to the City Manager for the administration of the department. The Chief of Police shall, with the approval of the City Manager, appoint and remove the employees of said department and carry out enforcement of the resolutions and ordinances of the City Council. The Chief of Police shall be chosen upon the basis of administrative training, experience, and ability in the law enforcement field. The Chief of Police must be of good reputation, both past and present, and hold an advanced certificate issued by the Texas Commission of Law Enforcement Officers Standards and Education. The Chief of Police shall establish and maintain written standard operating procedures including, but not limited to, disciplinary procedures, general order, department policy, job description, and dress code. This information shall be made accessible to the public where permitted by law. B.No person, except as authorized by law, by this Charter or by ordinances passed pursuant hereto, shall act as special police or special detective. City of Sanger, TX §4.01 §4.04 Downloaded from https://ecode360.com/SA6473 on 2023-08-03 CHA:12 §4.04.Miscellaneous Departments. The Council, after hearing recommendations from the City Manager, may choose by ordinance to provide for necessary organizational arrangements to properly carry out the City's public safety, public parks, recreation, library, finance, and any other service and administrative functions deemed necessary. City of Sanger, TX §4.04 §4.04 Downloaded from https://ecode360.com/SA6473 on 2023-08-03 CHA:13 City of Sanger, TX Downloaded from https://ecode360.com/SA6473 on 2023-08-03 ARTICLE V MUNICIPAL COURT §5.01.Municipal Court. The Council shall create and provide for a municipal court and may appoint one or more judges to serve in such court. The court shall have all the powers and duties prescribed by the laws of the State of Texas and City ordinances in connection with the trial of misdemeanor offenses within its jurisdiction. (Proposition 1 approved at an election held November 7, 2006 and certified by Resolution 11-19-06 adopted November 20, 2006) A.JUDGE OF THE MUNICIPAL COURTThe judge of the Municipal Court and all alternates shall be appointed by the Council for terms of two (2) years. The judge and all alternates shall receive such compensation as may be determined by the Council. The Council may appoint alternate judges of the Municipal Court to preside over the court in the absence of the judge. B.CLERK OF THE MUNICIPAL COURTThat unless the City Council by Ordinance designates the City Secretary to serve as Clerk of the Municipal Court, the clerk of the Municipal Court shall be appointed by the City Council for a term of two years. A City Secretary who serves as Municipal Court Clerk may be authorized to appoint a deputy clerk, subject to approval of the City Council. C.JURISDICTION, POWER, AND FINESAll complaints, prosecutions, the service of process, commitment of those convicted of offenses, the collection and payment of fines, the attendance and service of witnesses and juries, punishment for contempt, bail and the taking of bonds shall be governed by the provisions of the Code of Criminal Procedure of the State of Texas applicable to Municipal Courts. D.COSTS, FINES, AND PENALTIESAll costs, fines, and penalties imposed by the Court, shall be paid into the City treasury for the use and benefit of the City, as may be consistent with the present and future laws of the State of Texas. City of Sanger, TX §5.01 §5.01 Downloaded from https://ecode360.com/SA6473 on 2023-08-03 CHA:15 City of Sanger, TX Downloaded from https://ecode360.com/SA6473 on 2023-08-03 ARTICLE VI CITY ATTORNEY §6.01.Appointment. The Council shall appoint a competent, licensed attorney of recognized ability who shall be known as the City Attorney. The Council shall have the power to remove a City Attorney. §6.02.Compensation. The City Attorney shall receive such compensation for services as may be fixed by the Council at the time of appointment, and from time to time by appropriate resolution. §6.03.Duties. The City Attorney shall be the legal advisor of, and attorney for, all of the offices and departments of the City, and shall represent the City in any and all litigation and legal proceedings, provided however, that the Council may retain special counsel at any time it deems appropriate and necessary. The City Attorney shall review and approve as to form, all documents, contracts, resolutions, ordinances, and legal instruments in which the City may have an interest as may be required by the City Manager or Council. The City Attorney shall perform such other duties that are prescribed either in this Charter, or by ordinance or resolution of the Council. City of Sanger, TX §6.01 §6.03 Downloaded from https://ecode360.com/SA6473 on 2023-08-03 CHA:17 City of Sanger, TX Downloaded from https://ecode360.com/SA6473 on 2023-08-03 ARTICLE VII NOMINATIONS AND ELECTIONS §7.01.City Elections. (Proposition 6 approved at an election held November 7, 2006 and certified by Resolution 11-19-06 adopted November 20, 2006) §7.02.Filing for Office. §7.03.Official Ballots. §7.04.Voters List. A certified list of voter registrants within the City shall be held by the City Secretary. Any organization, group or person may request a copy of the list of qualified voters and receive one after permission is granted by the A.City elections shall be conducted in accordance with the Texas Election Code. B.The regular municipal officers’ election shall be held annually on the uniform election date in May. C.The City Council shall be responsible for specifying the time and location(s) in a manner consistent with the Texas Election Code. D.The City Council shall appoint election officials to conduct municipal elections and shall cover all expenses of holding such elections. E.Sample ballots identical in format to those used in the specific election shall be posted in the voting place(s) for the purpose of voter orientation. F.The City Council may, by resolution, order special elections for purposes consistent with this Charter and the laws of the State of Texas and shall determine the time and place of such special elections and provide all means for holding same. G.All municipal elections shall be publicized by the City Council in accordance with the Texas Election Code. A.Any qualified person as prescribed by Section 3.04 may apply to have his or her name placed on the official ballot for the position of Councilmember or Mayor. B.The City Secretary shall provide the application forms and review the application to determine if the applicant satisfies the requirements of this Charter and the Texas Election Code. The City Secretary shall keep on file all applications at least until the expiration of the term of office for which such candidates filed. A.The name of each candidate for office, shall be printed on the official ballots without party designation or symbol and in the form designated by the candidate. If two or more candidates have the same surname, or surnames so similar as to cause confusion, their residence addresses shall be printed with their names on the ballot. B.The order on the ballot of the names of the candidates shall be determined by lot in a public drawing to be held under the supervision of the City Secretary in accordance with the Texas Election Code. C.The procedure for voting by early ballot shall be consistent with the Texas Election Code. D.Ballots for ordinances, bond issues, and Charter amendments shall be consistent with the Texas Election Code. E.The procedure for write-in votes shall be consistent with the Texas Election Code. City of Sanger, TX §7.01 §7.04 Downloaded from https://ecode360.com/SA6473 on 2023-08-03 CHA:19 City Secretary. The person(s) requesting a certified list of voter registrants will be charged according to the State recommended document fee schedule. §7.05.Watchers, Challengers and Canvassing. §7.06.Run-Off Elections. If there is a tie for first place in a municipal officers election, a run-off election shall be held in accordance with the Texas Election Code. §7.07.Oath of Office. All elected and appointed officers of the City shall take and sign the oath of office prescribed for state elective and appointed offices, respectively, by the Constitution of the State of Texas. Every officer of the City shall, before entering upon the duties of the office, take and subscribe to the following oath or affirmation to be signed, filed and kept in the office of the City Secretary: "I, __________, do solemnly swear (or affirm) that I shall faithfully execute the duties of the office of __________of the City of Sanger, State of Texas, and will to the best of my ability preserve, protect and defend the constitution and laws of the United States and this State so help me God." §7.08.Exception of Election Code. In the event there is a conflict between any of the provisions of this article and the Texas Election Code or other governing laws for the conduct of an election, then those provisions of the Texas Election Code or other applicable laws shall prevail. A.Any candidate shall be entitled to appoint poll watchers and challengers in accordance with the Texas Election Code. B.[Reserved] C.The returns of every municipal election shall be delivered forthwith by the election judge to the City Secretary at City Hall and to the Mayor. The Council shall canvass the returns and declare the official results of the election in the manner and within the time provided by law. Returns of every municipal election shall be recorded in the minutes of the council. The candidate for Mayor and the candidates for election to the places of Councilmember who receive the plurality of votes cast by qualified voters at the election shall be declared elected. The results of said election shall be posted in the City Hall. City of Sanger, TX §7.04 §7.08 Downloaded from https://ecode360.com/SA6473 on 2023-08-03 CHA:20 ARTICLE VIII LEGISLATION BY THE PEOPLE INITIATIVE, REFERENDUM AND RECALL §8.01.General Authority. (Proposition 1 approved at an election held November 7, 2006 and certified by Resolution 11-19-06 adopted November 20, 2006) §8.02.Petitioner's Committee. Any group of not less than twenty-five (25) qualified voters who voted in the last municipal election, may commence proceedings contemplated by this article by filing with the City Secretary an affidavit stating that they will constitute the petitioners' committee. The petitioners designate one (1) member to be responsible for securing the proper form from the City Secretary. He/She shall also be responsible for circulating the petition in proper form, and providing the specific address for all notices to be sent. §8.03.Form of the Petition. (Proposition 7 approved at an election held November 7, 2006 and certified by Resolution 11-19-06 adopted November 20, 2006) §8.04.Filing of Petitions. A petition to the City Council for recall, initiative or referendum containing the signatures of qualified voters equal in number to no fewer than thirty-three percent (33%) of the qualified voter[s] of the city at the time of the application for the petition, shall be presented to the City Secretary no later than thirty (30) days following the filing of the affidavit by the petitioners’ committee. §8.05.Recall. A.The qualified voters of the City of Sanger shall, by following the procedures set out in this charter, have the power to propose ordinances to the City Council, to require reconsideration by the City Council of any adopted ordinances, and to recall any elected official. B.Initiative power may be used to enact a new ordinance or to repeal or amend sections of an existing ordinance not in conflict with this charter, the state constitution or the state laws. C.Referendum power shall not extend to the budget or capital program, or to bonds issued pursuant to the authority of an election or elections previously held. A.The petition shall conform to the requirements of the Texas Election Code, any other applicable law, and this Charter. The petition shall clearly state the purpose at the top of each page. In the case of a recall, the petition shall include the statement of reason(s) given by petitioners for recall of the member, the signature of the signer, the signer’s printed name, date of birth or voter registration number, residence address, and the date of signing. The signature is the only information required to appear on the petition in the signer’s own handwriting. Petition signers must be registered voters on the day signed and reside within the city limits. B.A recall petition shall include a statement, not exceeding two hundred (200) words, of the reason(s) for requesting the recall of the member. Such petition shall be circulated and returned to the City Secretary by the sponsors within thirty (30) days after its issuance. A.No petition shall be received for recall of a member within the first six (6) months after such member has been elected, or within the last six (8) [sic] months of their term on the Council. B.Only one (1) member of the Council may be the subject of recall per petition. No member of the Council shall City of Sanger, TX §8.01 §8.05 Downloaded from https://ecode360.com/SA6473 on 2023-08-03 CHA:21 §8.06.Filing of Recall Petitions. The petition and affidavit for recall shall be filed with the City Secretary; upon receipt the City Secretary shall provide a true copy of the recall petition and the affidavit to the Council and the City Attorney. The member whose removal is sought shall be furnished a copy of the recall petition by personal delivery or by certified U.S. Mail, return receipt requested, within five (5) days after its receipt by the City Secretary. §8.07.Recall Public Hearing. Once a Council member receives a copy of the recall petition including the affidavit, that member may request a public hearing by the Council. The public hearing must be requested in writing by the member within 5 days after the member has received a copy of the petition which the City Secretary has certified is sufficient. The public hearing will be held within 15 days after the request is made. At the public hearing, the member can present facts pertinent to the statement of reason(s) contained in the petition. If, at or before the public hearing, the member resigns, the office which the member holds shall be declared vacant and filled in accordance with this Charter. If the member does not resign before or at the public hearing, the Council shall call a recall election at the same meeting as the public hearing. §8.08.Calling of Recall Election. If the officer whose removal is sought does not resign then the City Council shall order an election and set the date for holding such recall election. The date selected for recall election shall be the first date permitted by law for holding said election after thirty (30) days from the date the petition was presented to the City Council, or from the date of the public hearing, if one was held. Any election order so issued shall comply fully with the Texas Election Code. §8.09.Certification of Petitions. Within fifteen (15) working days after the petition is filed, the City Secretary shall complete a certification as to the sufficiency or insufficiency of the petition. The City Secretary shall declare void any petition paper that does not have an affidavit attached thereto stating that each signature thereto was made in the presence of the affiant and is the genuine signature of the person whose it purports to be. If the petition is certified as insufficient for lack of a sufficient number of valid signatures, the City Secretary shall notify the sponsor and the petition may be amended once within fifteen (15) working days from the date of such notice by the sponsor filing a supplementary petition with additional signatures. The supplementary petition will be in the same form as the original petition. When the supplementary petition is filed, the City Secretary will certify within fifteen (15) working days whether such supplementary petition is sufficient. If the supplementary petition and the original petition are still found to contain an insufficient number of valid signatures, the entire petition will be declared voided, and returned to the sponsor by certified U.S. Mail, return receipt requested. §8.10.Action on Initiative and Referendum Petitions. Upon presentation to it, it shall become the duty of the City Council, within fifteen (15) days after receipt thereof, to pass and adopt such ordinance or resolution without alteration as to meaning or effect. Or submit the prepared referred ordinance to the voters of the City of Sanger, on the next uniform election date greater than thirty (30) days from the request. be subject to more than one (1) recall election during a term in office. The member of the Council being subjected to recall shall be entitled to one (1) public hearing. C.An affidavit stating the grounds of the recall petition and accompanied by a nonrefundable filing fee of three hundred dollars ($300.00) shall be filed when a form is requested. In addition, the petitioners shall be responsible for the cost to the City to hold a special election. City of Sanger, TX §8.05 §8.10 Downloaded from https://ecode360.com/SA6473 on 2023-08-03 CHA:22 Said called election may coincide with a regular city election should such election fall within the specified period. No ordinance substantially the same as an initiated ordinance that has been defeated or one substantially the same as a referred ordinance that has been approved at any election may be initiated by the voters within two (2) years from the date of such election. Copies of the proposed or referred ordinance shall be made available at the polls and shall be published at least once in the official newspaper of the City of Sanger not more than fifteen (15) days immediately proceeding the date of the election. §8.11.Withdrawal of Petitions. §8.12.Form of Ballots. Ordinances shall be submitted by ballot title, which shall be prepared in all cases by the City Attorney. The ballot title may be different from the legal title of any such initiated or referred ordinance and it shall be a clear, concise statement without argument or prejudice, descriptive of the substance of such ordinance. Immediately below the ballot title shall be printed the following two (2) statements, one (1) above the other, in this order: "FOR ADOPTION OF THE ORDINANCE" "AGAINST ADOPTION OF THE ORDINANCE" Immediately to the left of such statement shall appear a square in which the voter may cast a vote by marking a mark. Ballots used at recall elections shall, with respect to each person whose removal is sought, submit the question: "SHALL (NAME OF PERSON) BE REMOVED FROM THE OFFICE OF (NAME OF OFFICE) BY RECALL?" Immediately below each such question there shall be printed the two (2) following statements, one (1) above the other, in this order: "FOR THE REMOVAL OF __________ BY RECALL" "AGAINST THE REMOVAL OF __________ BY RECALL" Immediately to the left of such statement shall appear a square in which the voter may cast a vote by making a mark. In the event voting machines are used at the election, the form of the ballot as above stated may be modified to permit use of such voting machines. A.Withdrawal of Initiative and Referendum PetitionsIn order to respect the qualified voters already having affixed their signatures to petitions, no withdrawal of petitions is allowed once a petition has been determined sufficient except where: Prior to being determined sufficient, a petition may be withdrawn by filing with the City Secretary a request for withdrawal, signed by at least fifty percent (50%) of the members of the petitioners' committee. B.Withdrawal of Recall PetitionsIn order to respect the qualified voters already having affixed their signatures to petitions for recall, no withdrawal from recall proceedings shall be allowed except where: Such withdrawal is agreed to by an affidavit by at least fifty percent (50%) of the members of the petitioners' committee. City of Sanger, TX §8.10 §8.13 Downloaded from https://ecode360.com/SA6473 on 2023-08-03 CHA:23 §8.13.Results of Election. If a majority of the qualified electors voting on a proposed initiative ordinance vote in its favor, it shall be considered adopted upon certification of the election results and shall be treated in all respects in the same manner as ordinances of the same kind adopted by the City Council. If conflicting ordinances are approved at the same election, the one receiving the greatest number of affirmative votes shall prevail. An ordinance adopted by initiative may be repealed or amended at any time after the expiration of two (2) years by a majority of the City Council. If a majority of the qualified electors voting on a referred ordinance vote against the ordinance, it shall be considered repealed upon certification of the election results. If a majority of the qualified electors voting on a referred ordinance vote for the ordinance, the ordinance shall be considered in effect. An ordinance repealed by referendum may be re-enacted at any time after the expiration of two (2) years by a majority of the City Council. If a majority of the votes cast on the question of recall at the recall election shall be against the removal of the elected official named on the ballot, such person shall continue in office for the remainder of the unexpired term, subject to recall as before within the limitations of this Article. If a majority of the votes cast on the question of recall at a recall election shall be for the removal of the elected official named on the ballot such person shall, regardless of any technical defects in the recall petition, be deemed removed from office and the vacancy shall be filled in accordance with the provisions of the charter for filling vacancies. §8.14.Failure of City Council. In case all of the requirements of the charter have been met and the City Council shall fail or refuse to receive an initiative, referendum, or recall petition, or order such initiative, referendum or recall election, or discharge other duties imposed upon said City Council by provisions of this charter with reference to initiative, referendum, or recall, then any qualified voter in the City of Sanger may seek judicial relief in the District Court or any court of competent jurisdiction, to have any of the provisions of this charter pertaining to initiative, referendum, or recall carried out by the proper official. City of Sanger, TX §8.13 §8.14 Downloaded from https://ecode360.com/SA6473 on 2023-08-03 CHA:24 ARTICLE IX MUNICIPAL FINANCE §9.01.Fiscal Year. The fiscal year of the City shall begin on the first day of each October and end on the last day of September of the succeeding year. §9.02.Submission of Budget. The City Manager shall be responsible for submitting an annual budget not later than sixty (60) days prior to the first day of the new fiscal year. This budget is to be filed with the City Secretary and submitted to the Council for its review, consideration, and revision. In preparing this budget, each employee, officer, board, and department shall assist the City Manager by furnishing all necessary information. §9.03.Budget Content. The budget shall provide a complete financial plan of all city funds and activities and, except as required by law or this Charter, shall be in such form as the Council may require. The budget shall contain the following information: (Proposition 1 approved at an election held November 7, 2006 and certified by Resolution 11-19-06 adopted November 20, 2006) §9.04.City Council Action. A.The City Manager’s budget message outlining the proposed financial policies for the next fiscal year with an explanation of any changes in expenditures from the previous year, any major changes in policies, and a complete statement regarding the financial condition of the City. B.An estimate of all revenues from taxes and other sources, including the present tax structure, rates, and property evaluations for the ensuing year; C.A carefully itemized list of proposed expenses and revenues by fund, service type, and project for the budget year, as compared to actual expenditures and revenues of the last ended fiscal year and the projected final expenditures and revenues for the current fiscal year; D.A description of all outstanding bond indebtedness, showing amount, date of issue, rate of interest, and maturity date; also any other indebtedness which the City has incurred and which has not been paid; E.A statement proposing any capital expenditures deemed necessary for undertaking during the next budget year and the recommended provision for financing; and F.Such other information as is required by City Council or deemed desirable by the City Manager. A.PUBLIC NOTICE AND HEARINGThe City Council shall hold a public hearing on the budget, as submitted, at the time and place so advertised in the official newspaper, which will be no less than seven (7) days nor more than fifteen (15) days after the date of notice. All interested persons shall be given the opportunity to be heard, either for or against, any item of the proposed budget. B.ADOPTION OF THE BUDGETThe budget and tax rate may be adopted at any regular or special meeting of the Council prior to the beginning of the budgeted fiscal year by a majority vote of a two thirds (2/3) quorum. The Council may amend the proposed budget by increasing, decreasing, or removing any programs or amounts, except for expenditures required by law, for debt service, or for estimated cash deficit. No amendment to the budget shall increase the authorized expenditures to an amount greater than the total of estimated income plus funds available from prior years. City of Sanger, TX §9.01 §9.04 Downloaded from https://ecode360.com/SA6473 on 2023-08-03 CHA:25 §9.05.Amending the Budget. Under conditions which may arise and which could not reasonably have been foreseen in the normal process of planning the budget, the Council may, by a majority vote of the full membership, amend or change the budget to provide for any additional expenses in which the general welfare of the citizenry is involved. These amendments shall be by ordinance, and shall become an attachment to the original budget. §9.06.Capital Program. The City Manager shall submit a five-year capital improvement program (CIP) as an attachment to the annual budget. The CIP shall induce the following: §9.07.Public Records. Copies of the budget and the capital program, as adopted and amended shall be kept on file by the City Secretary and made available for public review in accordance with the Texas Open Records Acts. §9.08.Borrowing. C.FAILURE TO ADOPTIf the Council fails to adopt a budget by the beginning of the fiscal year, the budget currently in place for the preceding year shall remain in place on a month-to-month basis until such time as a new budget has been adopted. D.ERRORS OR DEFECTSAny errors or defects in the form or preparation of the budget or the failure to perform any procedural requirements shall not nullify the tax levy or the tax rate. A.A clear, general summary of its contents; B.A list of all capital improvements which are proposed for the five (5) fiscal years including the budget year, with appropriate supporting information as to the necessity for such improvements; C.Cost estimates, method of financing and recommended time schedules for each improvement; and D.The estimated annual cost of operating and maintaining the facilities to be constructed or acquired. The above information may be revised and extended each year with regard to capital improvements still pending or in the process of construction or acquisition. A.RIGHT TO BORROWThe City shall have the right and power, except as prohibited by law or this Charter, to borrow money by whatever method it may deem to be in the public interest. B.GENERAL OBLIGATION BONDSThe City shall have the power to borrow money on the credit of the City and to issue general obligation bonds for permanent public improvements or for any other public purpose not prohibited by law and this Charter and to issue refunding bonds to refinance outstanding bonds previously issued. All such bonds or certificates of obligation shall be issued in conformity with the laws of the State of Texas and shall be used only for purposes for which they were issued. Any bond, excluding refunding bonds, to be issued under the provisions of this section shall not be issued without an election. In all cases when the City Council shall order an election for the issuance of bonds of the City, it shall, at the same time, state whether or not a tax rate increase is anticipated for the purpose of paying the principal and interest on the bonds and to create a sinking fund for their redemption. C.REVENUE BONDSThe City shall have the power to borrow money for the purpose of constructing, purchasing, improving, extending or repairing public utilities, recreational facilities, or any other self- liquidating municipal function not prohibited by the Constitution and the laws of the State of Texas, and to issue revenue bonds to evidence the obligation created thereby. Such shall be a charge upon and payable from the properties, or interest therein pledged, or the income therefrom, or both. The holders of the revenue City of Sanger, TX §9.04 §9.08 Downloaded from https://ecode360.com/SA6473 on 2023-08-03 CHA:26 §9.09.Purchasing. §9.10.Depository. The City will be required to maintain a city depository or depositories in which all City moneys shall be promptly deposited. Procedures for the withdrawal of funds or the disbursement of funds from the City depositories shall be prescribed by ordinance and State law. Depository shall be designated for no less than two (2) years. §9.11.Administration of Budget. No payment shall be made or obligation incurred except those specifically allowed for in the budget. Any authorization of payment or incurring of any such obligation in violation of the provisions of this Charter will be void and any payment so made will be illegal. Such action may be the cause, at the discretion of the Council, for the removal of any officer who knowingly authorized or made such payment or incurred such obligation. Such person shall also be liable to the City for any amount so paid. However, this prohibition shall not be construed to prevent the making or authorizing of payment to or the making of contracts for, payments beyond the end of the fiscal year, provided that such action is made or approved by an ordinance. (Proposition 1 approved at an election held November 7, 2006 and certified by Resolution 11-19-06 adopted November 20, 2006) §9.12.Financial Report. The City Manager shall submit to the Council a monthly report of the financial condition of the City by department for the fiscal year-to-date. The financial records of the City will be maintained on a modified accrual basis to support this type of financial management. The City Manager shall make available to the Council the monthly cash disbursements journal of the City of all funds and accounts. §9.13.Independent Audit. At the close of each fiscal year, and at such other times as it may be deemed necessary, the Council shall direct that an independent audit be made on all accounts of the City by a certified public accountant. The certified public accountant shall have no personal interest directly or indirectly, in the financial affairs of the City or any of its officers and shall report directly to the Council. Upon completion of the audit, a summary of the results thereof shall be published promptly in the official newspaper for the City and a copy shall be placed on file in the City Secretary's office for public record. A copy of the comprehensive financial annual report shall be available at City Hall. bonds shall never have the right to demand payment thereof out of moneys raised or to be raised by taxation. All such bonds shall be issued in conformity with the laws of the State of Texas and shall be used only for the purpose for which they were issued. A.Before any purchase or contracts are made by the City of Sanger, ample opportunity for competitive bidding shall be provided for purchases as deemed necessary by the City Council and in accordance with state law qualifications, specifications, price, and quality of materials being equal, citizens and business firms of Sanger shall be given preference in the awarding of all contracts over which the City has jurisdiction, direct or indirect. The City Council shall have the right to reject any and all bids. B.The City Manager shall have general authority to contract for expenditures up to any amount as authorized by the City Council annually, without prior approval by the City Council. City Council regulations provided by ordinance shall not conflict with any applicable provisions of this Charter or state law governing municipal purchasing or contracting. C.Declared emergency needs of the City may be satisfied by the City Manager and Mayor and ratified at the next Council meeting. City of Sanger, TX §9.08 §9.13 Downloaded from https://ecode360.com/SA6473 on 2023-08-03 CHA:27 City of Sanger, TX Downloaded from https://ecode360.com/SA6473 on 2023-08-03 ARTICLE X BOARDS, COMMISSIONS AND COMMITTEES §10.01.Authority. The Council shall create, establish, or appoint, as may be required by the laws of the State of Texas or this Charter, such boards, commissions and committees as it deems necessary to carry out the functions and obligations of the City. The Council shall prescribe the purpose, composition, functions, duties, accountability, and tenure of each board, commission and committee, where such are not prescribed by law or this Charter. The Council shall annually publish, during the months of April or May, the opportunity for the citizens of Sanger to serve on boards or commissions. The Council shall establish and maintain a list of names of qualified persons who are willing to serve to form a “pool of alternates and members” for appointment to such boards, commissions and committees. (Proposition 8 approved at an election held November 7, 2006 and certified by Resolution 11-19-06 adopted November 20, 2006) §10.02.Qualifications. Members of all boards and commissions must be: (Proposition 9 approved at an election held November 7, 2006 and certified by Resolution 11-19-06 adopted November 20, 2006) §10.03.Compensation. Board, Commission, and Committee members serve without compensation. §10.04.Planning and Zoning Commission. 1.Residents of the City of Sanger for at least six (6) months preceding the date of appointment; 2.Qualified voters; 3.Not be an officer of the City nor any person who holds a compensated position with the City; 4.In attendance at all called meetings. Any member missing three (3) consecutive meetings without prior notification, shall be replaced by the City Council. 5.Alternate members shall be appointed by the City Council to all boards, commissions and committees. These alternates will be expected to meet all requirements and qualifications of all board members as prescribed in this Section. The City Council shall have the authority to replace any alternate board, commission or committee member who fails to attend (with unexcused absence) three consecutive meetings, the same as prescribed for board members in this Section. Alternate members must attend all meeting of the board, commission or committee to which they are appointed and may be asked to participate in order to meet the quorum. If the alternate attends but is not sitting with the board, commission, or committee, they may not vote or convey their opinion in order to sway the board, commission or committee as if they were a sitting member. All board and commission members may serve three (3) consecutive two (2) year terms. A member may be re- appointed to the same board or commission after a one (1) year absence, or may be appointed to serve on other boards or commissions immediately. A.DUTIES AND POWERS OF THE COMMISSION 1.Receive, review and take appropriate action on all platting and subdivision proposals. City of Sanger, TX §10.01 §10.04 Downloaded from https://ecode360.com/SA6473 on 2023-08-03 CHA:29 §10.05.Board of Adjustment. (Proposition 1 approved at an election held November 7, 2006 and certified by Resolution 11-19-06 adopted November 20, 2006) §10.06.Minutes. All boards, commissions, or committees of the City shall keep and maintain minutes of any proceedings held. 2.Recommend to the Council proposed ordinance and amendments to existing ordinances regarding planning, zoning, and environmental quality. 3.Prior to the holding of a public hearing by the City Council on the final passage or amendment of the Zoning Ordinance, the City Council must have first received a report or recommendation from the Planning and Zoning Commission which shall have been approved by a majority vote at the Planning and Zoning Commission. B.ORGANIZATION AND MEETINGS OF THE COMMISSION 1.The Planning and Zoning Commission shall consist of seven (7) regular members, to be appointed by the Council to serve two-year terms. 2.The Council shall provide training to the members that are appointed to serve on the Planning and Zoning Commission. 3.The Commission shall appoint a chairman and vice-chairman who shall serve one (1) year terms. The Commission shall meet not less than once a month. The Commission shall adopt written procedural rules and regulations consistent with state laws and City ordinances. 4.In the event of a vacancy, the Council shall appoint a new member for the unexpired term. 5.A quorum of the Commission shall consist of five (5) members. A.The Board of Adjustment shall consist of seven (7) members to be appointed by the Council to two-year terms. B.The Council shall provide training to the members that are appointed to serve on the Board of Adjustment. C.The Board shall elect a chairperson from among its membership each year at the first regular meeting following the annual appointment of the new members. D.The Board shall meet as called. E.In the event of a vacancy, the Council shall appoint a new member for the unexpired term. F.A quorum of the Board of Adjustment shall consist of six (6) members. City of Sanger, TX §10.04 §10.06 Downloaded from https://ecode360.com/SA6473 on 2023-08-03 CHA:30 ARTICLE XI UTILITIES, FRANCHISES, AND LICENSES §11.01.Powers of the City. The City shall have the power to buy, sell, construct, lease, maintain, operate, and regulate public services and utilities, and to distribute and sell, such utility services, including but not limited to, water, heat, light, power, telephone service, and transportation. The City shall have such regulatory powers as granted under the laws of the State of Texas. The City Council shall not have the power to sell any public utility without a majority vote of the citizens. §11.02.Power to Grant Franchise. The Council shall have the power by ordinance to grant, renew and extend all franchises of all public services operating within the City, and with the consent of the franchisee, to amend the same. No franchise shall be granted for a term of more than twenty (20) years. §11.03.Ordinance Granting Franchise. Any ordinance to grant, renew, extend or amend a public service franchise shall take effect upon acceptance by the franchisee within sixty (60) days after adoption of the ordinance granting the franchise. A summary of the purpose of the ordinance shall be published one (1) time in the official city newspaper, at the expense of the prospective franchisee, 30 days prior to adoption of the ordinance. §11.04.Transfer of License. No public utility or franchise shall be transferable except with the approval of the Council expressed in ordinance; however, approval cannot be unreasonably withheld. This restriction shall not be construed to prevent franchise holder from pledging the franchise as security for a valid debt. §11.05.Right of Regulation. With every grant, renew, extension, or amendment of a public service and utility franchise, the City shall retain the right to: §11.06.City Owned Utilities. The Council shall have the right to: A.Repeal the franchise by ordinance for failure to comply with the terms thereof, such power to be exercised with due notice and public hearing; B.Require franchisee to restore, at franchisee's expense, all public and private property to a condition equally as good or better than when disturbed for construction, repair, or removal; C.Require the public utility to give notice to any subscriber to its services prior to permanent or temporary discontinuance of such service by the public utility, except in cases of emergency, and to require that no officer, agent, servant, or employee of the public utility nor any vehicles under their control shall make use of, go upon or cross any private property without first obtaining the permission of the owner or occupant, except in cases of emergency, and to provide a penalty for the violation of such requirements; and D.Impose other reasonable regulations, restrictions, requirements, and conditions as may be deemed nor desirable to promote the health, safety, welfare, or accommodation of the public. A.Set rates of city-owned public services; and City of Sanger, TX §11.01 §11.06 Downloaded from https://ecode360.com/SA6473 on 2023-08-03 CHA:31 §11.07.Inalienability of Control of Public Property. The right of control and use of the public streets, highways, sidewalks, alleys, parks, public squares, and public places of the City is hereby declared to be inalienable by the City, except by ordinances not in conflict with the provisions of this Charter. No act or omission by the Council or an officer or agent of the City shall be construed to grant, extend, amend, expressly or by estoppel or implication, any right, franchise, license, or easement affecting such public streets, highways, sidewalks, alleys, parks, public squares, public places, and other real property, except as provided in this Charter. B.Require any city-owned public services to keep accounts of financial operations. Accounts must show actual cost of each service to the City, including costs of extensions and improvements, and source of funds extended for these purposes. Costs and revenues of services furnished to other cities or government agencies must be included. City of Sanger, TX §11.06 §11.07 Downloaded from https://ecode360.com/SA6473 on 2023-08-03 CHA:32 ARTICLE XII GENERAL AND TRANSITIONAL PROVISIONS §12.01.Effect of Charter on Existing Law. All ordinances, resolutions, rules, and regulations in force in the City on the effective date of this Charter and not in conflict with this Charter shall remain in full force and effect until altered, amended, or repealed. All taxes, assessments, liens, encumbrances, obligations, and demands of or against the City, fixed or established before such date, shall be valid if properly fixed or established either under the law in force at the time of such proceedings or under the law after the adoption of this Charter. §12.02.Continuation of Present Offices. All persons holding administrative office at the time this Charter takes effect shall continue in office and in the performance of their duties in the capacities to which they have been appointed until provision shall have been made in accordance with the terms of this Charter for the performance of such duties or the discontinuance of such office, if any. The powers conferred and the duties imposed upon any office, department, or agency of the City by the laws of the state, shall, if such office, department or agency be abolished by this Charter or under its authority, be thereafter exercised and discharged by the office, department, or agency designated by the Council, unless otherwise provided herein. §12.03.Nepotism. No officer of the City shall appoint, vote for, or confirm the appointment to any office, position, clerkship, employment, or duty, of any person related within the second degree by affinity or within the third degree by consanguinity to any member of the Council or the Mayor, when the salary, fees, or compensation of such appointee is to be paid for, directly or indirectly, out of or from public funds or fees of office of any kind or character whatsoever. However, this provision shall not prevent the appointment, voting for, or confirmation of any person who shall have been continuously employed in any such office, position, clerkship, employment, or duty for at least thirty (30) days, if the officer is appointed, or at least six (6) months, if the officer is elected. When a person is allowed to continue in any such position, the officer related shall not participate in the deliberation or voting upon the appointment, reappointment, employment, confirmation, reemployment, change in status, compensation, or dismissal of such person, unless such action is taken with respect to a bona fide class or category of employees. §12.04.Official Newspaper. The Council shall have the power to designate by resolution a newspaper of general circulation in the City as the City's official newspaper. All ordinances, captions of ordinances, notices, and other matters required to be published by this Charter, by ordinance, or by state law, shall be published in the official newspaper. §12.05.Judicial Notice. This Charter shall be recorded in the City Secretary's office in a book kept for that purpose. As soon as practicable after its adoption, an authenticated copy of the Charter shall be certified by the Secretary of State under the City Seal. Once recorded by the City Secretary and the Secretary of State of Texas, the Charter becomes a public act. Such Charter provisions may be read in evidence without pleading or proof of their provisions, and judicial notice shall be taken thereof in all courts and places. §12.06.Claims for Damage or Injury. The City shall never be liable for any personal injury or death or for claims for damages or injury to real or personal property alleged to have been caused by the negligent act or omission of any officer, agent, or employee of the City of Sanger, TX §12.01 §12.06 Downloaded from https://ecode360.com/SA6473 on 2023-08-03 CHA:33 City, unless the person who has been injured, the person who may have a cause of action under the law by reason of such death a [or] injury, the person whose property has been injured or damaged, or someone acting on that person’s behalf, shall file a claim in writing with the City Secretary within six (6) months after said injury, death, or damage has occurred, stating specifically when, where, and how the injury, death or damage occurred, the full extent thereof, the amount of damages claimed or asserted, and the basis claimed for liability on the part of the City. The person giving notice under this section shall give the address of every place the claimant has resided during the last six (6) months prior to the injury, death, or damage and shall subscribe claimant’s name thereto. Neither the Mayor, Councilmember, City Manager, City Secretary, City Attorney, or any other officer or employee of the City shall have authority to waive any of the provisions of this section, but the same may be waived only by resolution of the Council made and passed before the expiration of said six (6) months’ period. §12.07.Property Not Subject to Garnishment and Execution. No property owned or held by the City shall be subject to any garnishment or execution of any kind or nature except as specifically provided by state law. §12.08.Conflict of Interest. No member of the Council, the Mayor, or any other officer, whether elected, appointed, paid or unpaid, who exercises responsibilities beyond those that are advisory in nature, shall participate in a vote or decision on a matter involving a business entity in which such officer has a substantial interest, if it is reasonably foreseeable that an action on the matter would confer an economic benefit on the business entity. If the officer or a person related to the officer within the second degree of affinity or consanguinity has a substantial interest in the business entity that would be pecuniarily affected by an official action of the Council, the officer, if a member of the Council, shall file an affidavit stating the nature and extent of the interest and abstain from further participation in the matter. §12.09.Person Indebted to the City Shall Not Hold Office or Employment. No persons shall be qualified to hold a municipal office or serve in the City in any other capacity who is, or may become while in service, in arrears in the payment of taxes or other debts due the City, provided he or she has received actual notice of the same and, after reasonable notice, has intentionally refused to pay the tax or debt due the City. The provision shall not apply to any tax or debt: §12.10.Public Meetings and Records. All meeting of the Council and all boards appointed by the Council shall be governed by the provisions of the Texas Government Code and any amendments thereto with regard to the posting of agenda and the holding of public meetings. All public records of every office, department, or agency of the City shall be open to inspection by any citizen at all reasonable business hours, provided that records excepted from public disclosure by the Texas Government Code and any amendment thereto shall be closed to the public and not considered public records for the purpose of this section. (Proposition 1 approved at an election held November 7, 2006 and certified by Resolution 11-19-06 adopted November 20, 2006) §12.11.Indemnification of Officers. The Council shall, by appropriate ordinance, provide for the indemnification and defense of the officers and employees of the City, including members of the Council, or any board, commission, or committee, including volunteers, against any loss, cost, or expense, including court costs and attorneys fees, to the extent allowed by 1.During the time the validity of such tax or debt is involved in litigation; 2.If the litigation ultimately results in the matter being held invalid by a final judgment of a court of competent jurisdiction. City of Sanger, TX §12.06 §12.11 Downloaded from https://ecode360.com/SA6473 on 2023-08-03 CHA:34 law, arising out of any claim, suit, or judgment, or settlement thereof, resulting from any alleged negligent act or omission of such officer, employee, member, or volunteer during the discharge of his duties and within the scope of his office, employment, membership, or assigned voluntary position with the City, or in any other case where the City is directed or authorized by law to do so, provided however, that such indemnification will not be provided for any act arising out of the intentional or knowing violation of any penal statute or ordinance or arising out of any conduct determined by final judgment to be an act of fraud or to have been taken with the intent to deceive or defraud, or for any person or private business of such officer, employee, member, or volunteer, or for the gross negligence or official misconduct, or willful or wrongful act or omission of such officer, employee, member or volunteer. (Proposition 1 approved at an election held November 7, 2006 and certified by Resolution 11-19-06 adopted November 20, 2006) §12.12.Amendment of Charter. This Charter may be amended in accordance with the laws of the State of Texas. §12.13.Bond or Security Not Required. It shall not be necessary in any action, suit, or proceeding in which the City is a party, for any bond, undertaking, or security to be executed on behalf of said City, and all such actions, suits, appeals, or proceedings shall be conducted in the same manner as if such bond, undertaking, or security had been given, and said City shall be liable as if such obligation had been duly given and executed. §12.14.Severability Clause. If any article, section, paragraph, sentence, clause or phrase of this Charter shall be held unconstitutional or invalid for any reason by a court of competent jurisdiction, such holding shall not affect the remainder of this Charter nor the context in which such provision so held invalid may appear, except to the extent that an entire article, section, paragraph, or sentence may be inseparably connected in meaning and effect with the provision to which such holding shall apply directly. §12.15.Meaning of Words. The provisions of this Charter shall be liberally construed for the purpose of effecting the objects and ends thereof. Unless some other meaning is manifest, the word “City” shall be construed to mean the “City of Sanger”. Words in the present tense include future tense, and except when a more restrictive meaning is manifest, singular may mean plural. Throughout this Charter, words used in expressing masculine gender shall be construed to include the feminine. The word “Council” shall be construed to mean the City Council of the City of Sanger. (Proposition 1 approved at an election held November 7, 2006 and certified by Resolution 11-19-06 adopted November 20, 2006) §12.16.Transition Provisions. A.This Charter shall take effect immediately following adoption by the voters and entry of the official order by the Council declaring the same adopted as soon as practicable. After adoption the Mayor shall certify to the Secretary of State an authenticated copy of the Charter under the City's seal showing the approval by the voters. The City Secretary shall record the Charter in a book kept for that purpose, and keep and maintain the same as the official record of the City. B.Upon adoption of this Charter, the present members of the Council filling elective offices will continue to fill those offices for the terms to which they were elected. City of Sanger, TX §12.11 §12.16 Downloaded from https://ecode360.com/SA6473 on 2023-08-03 CHA:35 City of Sanger, TX Downloaded from https://ecode360.com/SA6473 on 2023-08-03 ARTICLE XIII ADOPTION OF CHARTER §13.01.Submission and Election. A.This Charter shall be submitted to the qualified voters of the City for adoption or rejection on the 2nd day of November, 1999, at which election, if a majority of the qualified voters voting in such election shall vote in favor of the adoption of this Charter, it shall then immediately become the governing law of the City of Sanger, Texas, until amended or repealed. B.It being impracticable to submit this Charter so that each subject may be voted on separately, it is hereby prescribed that the form of ballot to be used in such election shall be as follows, to wit: FOR ADOPTION OF THE CHARTER. AGAINST ADOPTION OF THE CHARTER. This Home Rule Charter for the City of Sanger, Texas, Is respectfully submitted to the City Council of the City of Sanger for the purpose of calling an election on the question of adoption of the Home Rule Charter this the 15th day of July, 1999. This proposed Charter represents the recommendation of the majority of the members of the Home Rule Charter Commission, whose membership and signatures are evidenced below. /S/ Nel Armstrong, Chairman /S/ Steve Hollingsworth /S/ Beverly Howard, Secretary /S/ Walter Johnson /S/ James Christoferson /S/ Terry Jones /S/ Rodney Dillon /S/ E.L. McNeal /S/ Polly Dwyer /S/ Rick Powell /S/ Charles Fenoglio /S/ John Springer /S/ Jeff Gillum /S/ Jason Turner /S/ Nelva Higgs City of Sanger, TX §13.01 §13.01 Downloaded from https://ecode360.com/SA6473 on 2023-08-03 CHA:37 City of Sanger, TX Downloaded from https://ecode360.com/SA6473 on 2023-08-03 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 certificates of obligation, to wit: CITY OF SANGER, TEXAS CERTIFICATES OF OBLIGATION, TAXABLE SERIES 2023C, dated August 1, 2023, and aggregating $10,190,000 (the “Certificates”). That the Certificates 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 Certificates, 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 Certificates, 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 Certificates, or the pledge thereof, or in any way contesting or affecting the validity of the Certificates, the ordinance adopted on July 24, 2023 authorizing the issuance, sale and delivery of the Certificates (the “Ordinance”), or contesting the powers of the City or the authorization of the Certificates or the Ordinance, or contesting in any way the accuracy, completeness or fairness of the Official Statement. We further certify that no petition or other request has been filed with or presented to any official of the City requesting that any of the proceedings authorizing the Certificates be submitted to a referendum or other election. We further certify that the information and data contained in the General Certificate dated July 24, 2023 remain true and correct as of this date. romiimilemisnoniftemaristwommilmerameemieurisamr CARA FULLER Notary Public, State of Texas V.• ":" Comm. Expires 02-04-2025 ",74'• Notary ID 132910484 Public WITNESS OUR HANDS this , 2023. SIGNATURES TITLE OF OFFICE /Weetk— Mayor City of Sanger, Texas ku (thchz City Secretary City of Sanger, Texas , . • • • • • . @ • . cc\ . *. • • • • . • • X 1:\ S \\\ i' Before me, on this day personally appeared the foregoing individuals, known to me to be the persons whose names were subscribed in my presence to the foregoing instrument. Given under my hand and seal of office this -th 2023. (Notary Seal) August 8 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 $10,190,000 City of Sanger, Texas, Certificates of Obligation, Taxable Series 2023C (the “Certificates”). This certificate is being provided pursuant to Section 6(j)(6) of that certain Purchase Agreement dated July 24, 2023 between the Issuer and the Underwriters (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 the Issuer 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 councilmembers, officers or 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 Certificates or the Issuer Documents or (d) attempt to limit, enjoin or otherwise restrict or prevent the Issuer from functioning and collecting ad valorem taxes, including for payments on the Certificates, pursuant to the Ordinance, or the levy or collection of the ad valorem taxes pledged or to be pledged to pay the principal of and interest on the Certificates, or the pledge thereof; (iii) all official actions of the Issuer relating to the Official Statement, the Certificates and the Issuer Documents have been duly taken by the Issuer, are in full force and effect, and have not been modified, amended, 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 they were 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 respect and, as of the date of the Official Statement did not and, as of the date of the Closing, the Official Statement 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, 2022, the latest date as of which audited financial information is available. [Signature Page Follows] Signature Page to Closing Certificate City of Sanger, Texas Certificates of Obligation, Taxable Series 2023C SIGNED as of August 10, 2023, the date of payment for and delivery of the Certificates. CITY OF SANGER, TEXAS __________________________________________ Mayor 36723494v.1 JW | HOUSTON 1401 McKinney, Suite 1900 • Houston, Texas 77010 | www.jw.com | Member of GLOBALAW™ Hoang T. Vu (713) 752-4561 (Direct Dial) (713) 752-4221 (Direct Fax) hvu@jw.com August 10, 2023 City of Sanger, Texas Certificates of Obligation, Taxable Series 2023C Ladies and Gentlemen: We have acted as bond counsel to the City of Sanger, Texas (the “City”) in connection with the issuance of $10,190,000 aggregate principal amount of Obligations designated as “City of Sanger, Texas Certificates of Obligation, Taxable Series 2023C” (the “Obligations”). The Obligations are authorized by an ordinance adopted by the City Council of the City (the “City Council”) on July 24, 2023 (the “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 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 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 Obligations has concluded with their issuance, and we disclaim any obligation to update this letter. We have assumed the genuineness of all documents and signatures provided to us 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. We call attention to the fact that the rights and obligations under the Obligations, 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 or to have 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. Our services did not include financial or other non-legal advice. Finally, we undertake no responsibility for the August 10, 2023 Page 2 36723494v.1 accuracy, completeness or fairness of the Official Statement or other offering material relating to the Obligations 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 Obligations 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 Obligations. 3. The Obligations are also secured by a limited (in an amount not to exceed $1,000) subordinate pledge of revenues derived from operation of the City’s waterworks and sewer system. Faithfully yours, JACKSON WALKER LLP Post Office Box 2548, 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 August 8, 2023 THIS IS TO CERTIFY that the City of Sanger, Texas (the "Issuer"), has submitted the City of Sanger, Texas Certificate of Obligation, Taxable Series 2023C (the "Certificate"), in the principal amount of $10,190,000, for approval. The Certificate is dated August 1, 2023, numbered T-1, and was authorized by an Ordinance of the Issuer passed on July 24, 2023 (the "Ordinance"). 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 Certificate. Based on our examination, we are of the opinion, as of the date hereof and under existing law, as follows (capitalized terms, except as herein defined, have the meanings given to them in the Ordinance): (1) The Certificate has been issued in accordance with law and is a valid and binding obligation of the Issuer. (2) The Certificate 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 and is additionally payable from and secured by Net Revenues of the Issuer’s System, in an amount not to exceed $1,000, all as provided in the Ordinance. Therefore, the Certificate is approved. No. 73850 Book No. 2023-C MAT *See attached Signature Authorization City of Sanger CO Tax Ser 2023C - Opinion of Underwriters Counsel 4863-3550-4757 v.1 August 10, 2023 Raymond James & Associates, Inc. 5956 Sherry Lane, Suite 1900 Dallas, Texas 75225 Samco Capital 1700 Pacific Avenue, Suite 1200 Dallas, Texas 75201 Re: $10,190,000 City of Sanger, Texas Certificates of Obligation, Taxable Series 2023C (the “Obligations”). 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 Certificates of Obligation, Taxable Series 2023C, in the aggregate principal amount of $10,190,000 (the “Obligations”), pursuant to the Purchase Agreement dated July 24, 2023 (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 July 24, 2023 for the Obligations (the “Ordinance”), the official statement of the Issuer dated July 24, 2023 (the “Official Statement”), the Purchase Agreement, certificates of the Issuer and others, the opinions referred to in Section 5(i) 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 8310 N. Capital of Texas Highway, Suite 490 Austin, Texas 78731 (512) 479-0300 Fax (512) 474-1901 ____________________ Offices in: · Austin · Fort Worth · San Antonio · Waco ____________________ www.namanhowell.com Raymond James & Associates, Inc. 2 August 10, 2023 SAMCO Capital {00831317.DOC / } Established 1917 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 Obligations and 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 Obligations. 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 Obligations 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, Jackson Walker 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(i)(8) of the Purchase Raymond James & Associates, Inc. 3 August 10, 2023 SAMCO Capital {00831317.DOC / } Established 1917 Agreement solely for your benefit as the Underwriter in connection with the original issuance of the Obligations 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 any other person. This letter is not intended to, and may not be, relied upon by owners of Obligations or any other party to whom it is not specifically addressed. Respectfully yours, NAMAN HOWELL SMITH & LEE, PLLC 11511 Luna Road Suite 500 Farmers Branch, TX 75234 tel (214) 871-1400 reference no.: 1758850 June 22, 2023 City of Sanger 502 Elm Street Sanger, TX 76266 Attention: John Noblitt, City Manager Re:US$10,230,000 City Of Sanger, Texas, (Denton County, Texas), Combined Tax And Revenue Certificates Of Obligation, (Taxable), Series 2023C, dated: August 01, 2023, due: August 01, 2053 Dear John Noblitt Pursuant to your request for an S&P Global Ratings rating on the above-referenced obligations, 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. 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PF Ratings U.S. (4/28/16)Page | 4 Summary: Sanger, Texas; General Obligation Primary Credit Analyst: Misty L Newland, Seattle + 1 (415) 371 5073; misty.newland@spglobal.com Secondary Contact: Bikram Dhaliwal, Dallas (1) 214-468-3493; bikram.dhaliwal@spglobal.com Table Of Contents Credit Highlights Outlook Related Research WWW.STANDARDANDPOORS.COM/RATINGSDIRECT JUNE 22, 2023 1 Summary: Sanger, Texas; General Obligation Credit Profile US$10.23 mil comb tax and rev certs of oblig (Taxable) ser 2023C dtd 08/01/2023 due 08/01/2053 Long Term Rating AA+/Stable New US$4.999 mil comb tax and rev certs of oblig ser 2023B dtd 08/01/2023 due 08/01/2053 Long Term Rating AA+/Stable New Sanger GO Long Term Rating AA+/Stable Upgraded Credit Highlights • S&P Global Ratings raised its rating to 'AA+' from 'AA' on Sanger, Texas' existing general obligation debt. • We also assigned our 'AA+' long-term rating to the city's anticipated $5 million series 2023B and $10.23 million series 2023C combination tax and revenue certificates of obligation. • The outlook is stable. • The raised rating is based on the city's maintenance of very strong reserves above 75% of expenditures. Security An ad valorem property tax, within limits prescribed by law, on all taxable property within the city secures the certificates. 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. Given the limitation of the net utility system revenue pledge, the certificates are rated based on the city's ad valorem tax pledge. The maximum allowable property tax 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 57.5 cents, 1.43 cents of which management dedicates to debt service. The ad valorem taxes are not levied on a narrower or distinctly different tax base, and there are no limitations on the fungibility of resources available for the payment of debt service. Therefore, we have not differentiated between an unlimited-tax pledge and a limited-tax pledge. We understand the proceeds will be used to purchase 450 acres of land for future development by the city or for sale to private developers. Credit overview Sanger is located less than 50 miles north of Fort Worth and bisected by Interstate 35. Residents have access to employment opportunities throughout the Dallas Metroplex, which has supported demand for new construction. The primarily residential city has experienced strong retail and commercial growth, and land remains available for development. Due to commercial and residential expansion, property value has increased at elevated rates. The expansion of I-35 and a local west-east thoroughfare are expected to allow for new business construction in the future. WWW.STANDARDANDPOORS.COM/RATINGSDIRECT JUNE 22, 2023 2 Currently, about 1,486 single-family homes and 952 multifamily units are in development. With strong revenue growth, the general fund performance has been strong in recent years. The fiscal 2023 budget included increased personnel costs and staffing. Despite continued compensation increases to remain competitive, management expects year-end results to be better than budget, with a slight surplus. Because Sanger is a growing city, we understand management is taking steps to align rising costs with revenue growth. In addition, the city's five-year capital plan includes roughly $36 million of largely growth-driven capital needs. Management has not yet determined how much of these capital projects will be funded with debt, versus cash. However, given the city's consistent ability to produce annual surpluses, we expect it should be able to fund ongoing capital needs without significantly diminishing reserves or liquidity. We do not view pension and other postemployment benefits (OPEB) liabilities as an immediate credit pressure because required contributions currently make up a small portion of total governmental expenditures and the pension plan is currently well-funded. Sanger also provides 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. The rating also reflects our opinion of the city's: • Strong and growing economy, with participation in a broad and diverse metropolitan statistical area; • Strong budgetary performance, with operating surpluses in the general fund, and very strong reserves in excess of 75%; • Strong financial policies and practices under our Financial Management Assessment (FMA) methodology that include monthly budget-to-actual and investment reports to the city council, a debt and investment policy, a five-year capital improvement plan, and a fund balance policy of maintaining a minimum of 25% of annual operating expenditures; with a strong institutional framework score; and • Very weak debt profile, with growth-driven capital needs, somewhat offset by a manageable retiree benefit liability. Environmental, social, and governance The rating incorporates our view of the city's environmental, social, and governance (ESG) risks relative to its economy, management, financial measures, and debt and liability profile, which we view as neutral to our credit analysis. We understand the city also maintains an electric storm recovery fund and general storm recovery fund designated specifically for storm recovery, funded to a combined $2.2 million. We note that the city has implemented policies and practices to help mitigate its exposure to cyber security risks. Outlook The stable outlook reflects our expectation that the city will continue to manage its budget to support growth-driven operating and capital needs while maintaining reserves significantly above its reserve policy. WWW.STANDARDANDPOORS.COM/RATINGSDIRECT JUNE 22, 2023 3 Summary: Sanger, Texas; General Obligation Downside scenario We could lower the rating if budgetary performance were to experience sustained imbalance, leading to significantly deteriorated reserves. Upside scenario Although unlikely during the two-year outlook period, we could raise the rating if ongoing economic expansion were to improve income and property values to levels we consider in line with higher-rated peers'. Sanger, Texas--key credit metrics Most recent Historical information 2022 2021 2020 Strong economy Projected per capita EBI % of U.S.87 Market value per capita ($)110,480 Population 10,064 9,809 County unemployment rate(%)4.4 Market value ($000)1,111,872 903,450 792,348 Ten largest taxpayers % of taxable value 21.2 Strong budgetary performance Operating fund result % of expenditures 54.6 75.8 40.0 Total governmental fund result % of expenditures 47.3 61.7 23.6 Very strong budgetary flexibility Available reserves % of operating expenditures 150.3 160.8 109.3 Total available reserves ($000)11,964 10,388 7,341 Very strong liquidity Total government cash % of governmental fund expenditures 538 592 229 Total government cash % of governmental fund debt service 11,889 5,632 2,293 Very strong management Financial Management Assessment Strong Very weak debt & long-term liabilities Debt service % of governmental fund expenditures 4.5 10.5 10.0 Net direct debt % of governmental fund revenue 356 Overall net debt % of market value 11.0 Direct debt 10-year amortization (%)35 Required pension contribution % of governmental fund expenditures 5.0 OPEB actual contribution % of governmental fund expenditures 0.0 Strong institutional framework EBI--Effective buying income. OPEB--Other postemployment benefits. Data points and ratios may reflect analytical adjustments. WWW.STANDARDANDPOORS.COM/RATINGSDIRECT JUNE 22, 2023 4 Summary: Sanger, Texas; General Obligation Related Research • Through The ESG Lens 3.0: The Intersection Of ESG Credit Factors And U.S. Public Finance Credit Factors, March 2, 2022 • 2022 Update Of Institutional Framework For U.S. Local Governments Ratings Detail (As Of June 22, 2023) Sanger combination tax and rev certs of oblig Long Term Rating AA+/Stable Upgraded 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. Complete ratings information is available to subscribers of RatingsDirect at www.capitaliq.com. All ratings affected by this rating action can be found on S&P Global Ratings' public website at www.standardandpoors.com. Use the Ratings search box located in the left column. WWW.STANDARDANDPOORS.COM/RATINGSDIRECT JUNE 22, 2023 5 Summary: Sanger, Texas; General Obligation WWW.STANDARDANDPOORS.COM/RATINGSDIRECT JUNE 22, 2023 6 STANDARD & POOR’S, S&P and RATINGSDIRECT are registered trademarks of Standard & Poor’s Financial Services LLC. S&P may receive compensation for its ratings and certain analyses, normally from issuers or underwriters of securities or from obligors. S&P reserves the right to disseminate its opinions and analyses. S&P's public ratings and analyses are made available on its Web sites, www.standardandpoors.com (free of charge), and www.ratingsdirect.com (subscription), and may be distributed through other means, including via S&P publications and third-party redistributors. 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In no event shall S&P Parties be liable to any party for any direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees, or losses (including, without limitation, lost income or lost profits and opportunity costs or losses caused by negligence) in connection with any use of the Content even if advised of the possibility of such damages. Copyright © 2023 by Standard & Poor’s Financial Services LLC. All rights reserved. Page 1 of 7 UNITED STATES OF AMERICA STATE OF TEXAS CITY OF SANGER, TEXAS CERTIFICATE OF OBLIGATION TAXABLE SERIES 2023C NUMBER DENOMINATION R-1 $160,000 REGISTERED REGISTERED INTEREST RATE DATED DATE DELIVERY DATE MATURITY DATE CUSIP 5.440% August 1, 2023 August 10, 2023 August 15, 2024 800876 JH8 REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: ONE HUNDRED SIXTY THOUSAND DOLLARS THE CITY OF SANGER, TEXAS (the “City”), for value received, promises to pay to the Registered Owner identified above, or registered assigns, on the maturity date specified above (or on earlier redemption as herein provided), upon presentation and surrender of this Certificate 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 (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 the United States of America, and to pay interest thereon at the rate shown above, calculated on the basis of a 360-day year composed of twelve 30-day months, from the later of the delivery date specified above, or the most recent interest payment date to which interest has been paid or duly provided for. Interest on this Certificate is payable on February 1, 2024 and each August 1 and February 1 thereafter until maturity or prior redemption of this Certificate, 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 day of the calendar month immediately 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 Certificate at the principal corporate trust office of the Paying Agent/Registrar. THIS CERTIFICATE IS ONE OF A DULY AUTHORIZED SERIES OF CERTIFICATES (the “Certificates”) in the aggregate principal amount of $10,190,000 issued pursuant to an ordinance adopted by the City Council of the City on July 24, 2023 (the “Ordinance”) to pay all or any part of the contractual obligations to be incurred (1) to finance the purchase of approximately 450 acres of land situated northeast of Rector Road and southeast of the City to be used for water, wastewater, and electric system improvements, (2) to finance Page 2 of 7 water, wastewater, and electric system improvements, and (3) to pay for professional services pursuant to Subchapter C of Chapter 271, Texas Local Government Code, as amended. THIS CERTIFICATE shall not be valid or obligatory for any purpose or be entitled to any benefit under the Ordinance unless this Certificate either (i) is registered by the Comptroller of Public Accounts of the State of Texas by due execution of the registration certificate endorsed hereon or (ii) is authenticated by the Paying Agent/Registrar by due execution of the authentication certificate endorsed hereon. THE CITY RESERVES THE RIGHT, at its option, to redeem, prior to their maturity, Certificates maturing on and after August 1, 2028, in whole or in part, on August 1, 2025, or any date thereafter, at par plus accrued interest to the date fixed for redemption. THE CERTIFICATES MATURING ON August 1 in the years 2028, 2033, 2038, 2043 and 2053 (the “Term Certificates”) are subject to mandatory sinking fund redemption in the following amounts (subject to reduction as hereinafter provided), on the following dates, in each case at a redemption price equal to the principal amount of the Certificates or the portions thereof so called for redemption plus accrued interest to the date fixed for redemption: Mandatory Redemption Dates Principal Amounts Term Certificates Maturing August 1, 2026 165,000 August 1, 2027 170,000 August 1, 2028 August 1, 2028* *stated maturity 180,000 Term Certificates Maturing Mandatory Redemption Dates Principal Amounts August 1, 2029 190,000 August 1, 2033 August 1, 2030 200,000 August 1, 2031 205,000 August 1, 2032 220,000 August 1, 2033* *stated maturity 230,000 Term Certificates Maturing Mandatory Redemption Dates Principal Amounts August 1, 2034 240,000 August 1, 2038 August 1, 2035 255,000 August 1, 2036 265,000 August 1, 2037 280,000 August 1, 2038* *stated maturity 295,000 Term Certificates Maturing Mandatory Redemption Dates Principal Amounts August 1, 2039 310,000 August 1, 2043 August 1, 2040 330,000 August 1, 2041 345,000 August 1, 2042 365,000 August 1, 2043* *stated maturity 385,000 Page 3 of 7 Term Certificates Maturing Mandatory Redemption Dates Principal Amounts August 1, 2044 405,000 August 1, 2053 August 1, 2045 430,000 August 1, 2046 455,000 August 1, 2047 480,000 August 1, 2048 505,000 August 1, 2049 530,000 August 1, 2050 560,000 August 1, 2051 595,000 August 1, 2052 625,000 August 1, 2053* *stated maturity 660,000 The particular Term Certificates to be redeemed shall be selected by the Registrar by lot or other customary random selection method, on or before June 15 of each year in which Term Certificates are to be mandatorily redeemed. The principal amount of Term Certificates to be mandatorily redeemed in each year shall be reduced by the principal amount of such Term Certificates that have been optionally redeemed and which have not been made the basis for a previous reduction. CERTIFICATES MAY BE REDEEMED IN PART only in integral multiples of $5,000. If a Certificate subject to redemption is in a denomination larger than $5,000, a portion of such Certificate may be redeemed, but only in integral multiples of $5,000. In selecting portions of Certificates for redemption, each Certificate shall be treated as representing that number of Certificates of $5,000 denomination which is obtained by dividing the principal amount of such Certificate by $5,000. Upon surrender of any Certificate for redemption in part, the Paying Agent/Registrar, in accordance with the provisions of the Ordinance, shall authenticate and deliver in exchange therefor a Certificate or Certificates of like maturity and interest rate in an aggregate principal amount equal to the unredeemed portion of the Certificate so surrendered. NOTICE OF ANY SUCH REDEMPTION identifying the Certificates 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 Certificates called for redemption. If such notice of redemption is given, and if due provision for such payment is made, all as provided above, the Certificates 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 CERTIFICATE 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. Page 4 of 7 THIS CERTIFICATE IS EXCHANGEABLE at the principal corporate trust office of the Paying Agent/Registrar for a Certificate or Certificates 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 PAYING AGENT/REGISTRAR is not required to accept for transfer or exchange any Certificate called for redemption, in whole or in part, during the forty-five (45) day period immediately prior to the date fixed for redemption; provided, however, that such limitation shall not apply to the transfer or exchange by the Registered Owner of an unredeemed portion of a Certificate called for redemption in part. THE CITY OR PAYING AGENT/REGISTRAR may require the Registered Owner of any Certificate 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 Certificate. 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 Certificate 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 Certificate 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 Certificate have been performed, exist and have been done in accordance with law; that the Certificates 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 Certificate, 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. IT IS FURTHER DECLARED AND REPRESENTED that the surplus revenues to be derived from the System, after the payment of all operation and maintenance expenses thereof (the “Net Revenues”), in an amount not to exceed $1,000, are pledged to the payment of the principal of and interest on the Certificates, provided that the pledge of Net Revenues is and shall be junior and subordinate in all respects to the pledge of Net Revenues to the payment of any obligation of the City, whether authorized heretofore or hereafter, which the City designates as having a pledge senior to the pledge of the Net Revenues to the payment of the Certificates. The City also reserves the right to issue, for any lawful purpose at any time, in one or more installments, bonds, certificates of obligation and other obligations of any kind, secured in whole or in part by a pledge of Net Revenues, that may be prior and superior in right to, on a parity with, or junior and subordinate to the pledge of Net Revenues securing the Certificates. 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 Certificates assent by acceptance of the Certificates. Page 5 of 7 IN WITNESS WHEREOF, the City has caused this Certificate to be signed by the Mayor and countersigned by the City Secretary by their manual, lithographed or printed facsimile signatures. Page 6 of 7 AUTHENTICATION CERTIFICATE This Certificate is one of the Certificates described in and delivered pursuant to the within-mentioned Ordinance; and, except for the Certificates initially delivered, this Certificate has been issued in exchange for or replacement of a Certificate, Certificates, or a portion of a Certificate or Certificates 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: * * * Page 7 of 7 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 certificate and all rights thereunder, and hereby irrevocably constitutes and appoints ________________________________________ attorney to transfer the within certificate on the books kept for registration thereof, with full power of substitution in the premises. DATED: 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 certificate in every particular, without any alteration, enlargement or change whatsoever. * * * 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 Waterworks and Sewer Revenue e. Issuer Contact Name and Title:John Noblitt, City Manager 2/1/2024 See Exhibit A attached 8/10/20234. 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:jnoblitt@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. $10,190,000.00 $10,190,000.00 e. Cash Premium (Competitive Sales, usually found in the Initial Purchasers Section), if any: 8/10/2023 $0.00 $0.00 $0.00 $0.00 8/1/2023 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) Certificates of Obligation, Taxable Series 2023C 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+ AA+ Fitch Other Not Rated B. Additional Information 8,839 / 2020 Source: POS 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 N/A 7/24/2023 5.52% N/A 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 $15,350.00 Fitch Other: Other Costs of Issuance: (2) Financial Advisor Government Capital Securities Corporation $65,000.00 Bond Counsel Jackson Walker LLP $20,000.00 Co Bond Counsel Issuer Counsel Bank Counsel Disclosure Counsel Paying Agent / Escrow Agent UMB Bank, NA $500.00 Trustee Remarketing Fees Liquidity Fees Accountant/CPA Printing POS/OS Posting Attorney General's Fee $9,500.00 Issuer Fees Escrow Agent Escrow Verification Fees Travel TCEQ Fee Bond Application Fee TWDB Fee Private Placement Fee Contingency Misc. Costs of Issuance: (3) $1,500.00 Total Costs of Issuance:$111,850.00 ‐ Credit Facility Bond Insurance Underwriting Spread: Takedown $49,912.50 Management Fee $10,190.00 Underwriter Counsel Naman Howell Smith & Lee $10,000.00 Spread Expenses Texas MAC $1,419; DTC $800; CUSIP $403; I-Deal (IPREO) $661.33; IPREO Wire Charges $126; IPREO Order Monitor $320.99; IPREO Sales Tax $91.44 $3,821.76 Total Underwriting Spread: (4)$73,924.26 ‐ (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 Yes 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. Person Completing Form: Name:Hoang Vu Firm:Jackson Walker LLP Telephone:713.752.4200 E-mail:hvu@jw.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 MEMORANDUM To: Working Group Members – City of Sanger From: Ted Christensen, Government Capital Securities Corporation Re: Certificates of Obligation, Series 2023B and Taxable Series 2023C Date: August 10, 2023 (Funding Date) The closing of the above referenced transactions is scheduled for Friday, August 10, 2023. 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 2023B PAYMENT AND TRANSFER OF AVAILABLE FUNDS From Underwriter: To UMB Bank as Paying Agent: $5,057,462.53 Bank Name: UMB Bank, N.A. ABA Number: BNF Name: Trust Operations BNF A/C: OBI Field: City of Sanger (Certificates of Obligation, Series 2023B) BBI Field: Attn: Anne-Marie Hansen 512-582-5850 Total Wires to Paying Agent $5,057,462.53 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 $5,000,000.00 to the City of Sanger representing the deposit to the Project Fund. Wire instructions for the City of Sanger are as follows: Bank Name: First United Bank 1403 W Chapman Dr, Sanger, TX 76266 ABA #: Final 3. The Paying Agent will wire transfer $56,962.53 to pay certain cost of issuance expenses related to the sale of the CO Series 2023B 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 $5,057,462.53 Certificates of Obligation, Taxable Series 2023C PAYMENT AND TRANSFER OF AVAILABLE FUNDS From Underwriter: To UMB Bank as Paying/Escrow Agent: $10,116,075.74 Bank Name: UMB Bank, N.A. ABA Number: BNF Name: Trust Operations BNF A/C: OBI Field: City of Sanger (Certificates of Obligation, Taxable Series 2023C) BBI Field: Attn: Anne-Marie Hansen 512-582-5850 Total Wires to Paying/Escrow Agent $10,116,075.74 DISBURSEMENTS The proceeds available will be treated as follows: 1. UMB Bank will retain $500.00 for Services as Escrow/Paying Agent. 2. UMB Bank will deposit $10,000,000.00 to the City of Sanger representing the deposit to the Project Fund. Wire instructions for the City of Sanger are as follows: Bank Name: First United Bank 1403 W Chapman Dr, Sanger, TX 76266 ABA #: 3. The Paying Agent will wire transfer $115,575.74 to pay certain cost of issuance expenses related to the sale of the CO Series 2023C 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 $10,116,075.74 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 2023B and the Taxable Series 2023C bonds. UMB shall inform all parties that the transaction is closed. Regards, Ted Christensen (817) 722-0239 UNITED STATES OF AMERICA STATE OF TEXAS CITY OF SANGER, TEXAS CERTIFICATE OF OBLIGATION TAXABLE SERIES 2023C NUMBER DENOMINATION T-1 $10,190,000 REGISTERED REGISTERED DATED DATE; August 1, 2023 DELIVERY DATE: August 10, 2023 REGISTERED OWNER: RAYMOND JAMES & ASSOCIATES, INC. PRINCIPAL AMOUNT: TEN MILLION ONE HUNDRED NINETY THOUSAND DOLLARS THE CITY OF SANGER, TEXAS (the “City”), for value received, promises to pay to the Registered Owner identified above, or registered assigns, on each of the dates until maturity or earlier redemption of this Certificate and in the principal amounts set forth in the following schedule: Year of Maturity Principal Amount Interest Rate 2024 $ 160,000 5.440% 2025 155,000 5.090 2028 515,000 4.890 2033 1,045,000 5.000 2038 1,335,000 5.350 2043 1,735,000 5.450 2053 5,245,000 5.550 upon presentation and surrender of this Certificate at the principal corporate trust office of UMB BANK, N.A., Austin, Texas or its successor (the “Paying Agent/Registrar”), 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 the United States of America, and to pay interest thereon at the rate shown above, calculated on the basis of a 360-day year composed of twelve 30-day months, from the date of delivery Interest on this Certificate is payable on February 1, 2024 and each August 1 and February 1 thereafter until maturity or prior redemption of this Certificate, by check sent by United States mail, first class, postage prepaid, by the Paying Agent/Registrar to the Registered -2- Owner of record as of the close of business on the last day of the calendar month immediately 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 Certificate at the principal corporate trust office of the Paying Agent/Registrar. THIS CERTIFICATE IS ONE OF A DULY AUTHORIZED SERIES OF CERTIFICATES (the “Certificates”) in the aggregate principal amount of $10,190,000 issued pursuant to an ordinance adopted by the City Council of the City on July 24, 2023 (the “Ordinance”) to pay all or any part of the contractual obligations to be incurred (1) to finance the purchase of approximately 450 acres of land situated northeast of Rector Road and southeast of the City to be used for water, wastewater, and electric system improvements, (2) to finance water, wastewater, and electric system improvements, and (3) to pay for professional services pursuant to Subchapter C of Chapter 271, Texas Local Government Code, as amended. THIS CERTIFICATE shall not be valid or obligatory for any purpose or be entitled to any benefit under the Ordinance unless this Certificate either (i) is registered by the Comptroller of Public Accounts of the State of Texas by due execution of the registration certificate endorsed hereon or (ii) is authenticated by the Paying Agent/Registrar by due execution of the authentication certificate endorsed hereon. THE CITY RESERVES THE RIGHT, at its option, to redeem, prior to their maturity, Certificates maturing on and after August 1, 2028, in whole or in part, on August 1, 2025, or any date thereafter, at par plus accrued interest to the date fixed for redemption. THE CERTIFICATES MATURING ON August 1 in the years 2028, 2033, 2038, 2043 and 2053 (the “Term Certificates”) are subject to mandatory sinking fund redemption in the following amounts (subject to reduction as hereinafter provided), on the following dates, in each case at a redemption price equal to the principal amount of the Certificates or the portions thereof so called for redemption plus accrued interest to the date fixed for redemption: Mandatory Redemption Dates Principal Amounts Term Certificates Maturing August 1, 2026 $165,000 August 1, 2027 170,000 August 1, 2028 August 1, 2028* *stated maturity 180,000 Term Certificates Maturing Mandatory Redemption Dates Principal Amounts August 1, 2029 $190,000 August 1, 2033 August 1, 2030 200,000 August 1, 2031 205,000 August 1, 2032 220,000 August 1, 2033* *stated maturity 230,000 -3- Term Certificates Maturing Mandatory Redemption Dates Principal Amounts August 1, 2034 $240,000 August 1, 2038 August 1, 2035 255,000 August 1, 2036 265,000 August 1, 2037 280,000 August 1, 2038* *stated maturity 295,000 Term Certificates Maturing Mandatory Redemption Dates Principal Amounts August 1, 2039 $310,000 August 1, 2043 August 1, 2040 330,000 August 1, 2041 345,000 August 1, 2042 365,000 August 1, 2043* *stated maturity 385,000 Term Certificates Maturing Mandatory Redemption Dates Principal Amounts August 1, 2044 $405,000 August 1, 2053 August 1, 2045 430,000 August 1, 2046 455,000 August 1, 2047 480,000 August 1, 2048 505,000 August 1, 2049 530,000 August 1, 2050 560,000 August 1, 2051 595,000 August 1, 2052 625,000 August 1, 2053* *stated maturity 660,000 The particular Term Certificates to be redeemed shall be selected by the Registrar by lot or other customary random selection method, on or before June 15 of each year in which Term Certificates are to be mandatorily redeemed. The principal amount of Term Certificates to be mandatorily redeemed in each year shall be reduced by the principal amount of such Term Certificates that have been optionally redeemed and which have not been made the basis for a previous reduction. CERTIFICATES MAY BE REDEEMED IN PART only in integral multiples of $5,000. If a Certificate subject to redemption is in a denomination larger than $5,000, a portion of such Certificate may be redeemed, but only in integral multiples of $5,000. In selecting portions of Certificates for redemption, each Certificate shall be treated as representing that number of Certificates of $5,000 denomination which is obtained by dividing the principal amount of such Certificate by $5,000. Upon surrender of any Certificate for redemption in part, the Paying Agent/Registrar, in accordance with the provisions of the Ordinance, shall authenticate and deliver in exchange therefor a Certificate or Certificates of like maturity and interest rate in an aggregate principal amount equal to the unredeemed portion of the Certificate so surrendered. NOTICE OF ANY SUCH REDEMPTION identifying the Certificates or portions thereof to be redeemed, shall be sent by United States mail, first class, postage prepaid, to the Registered -4- 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 Certificates called for redemption. If such notice of redemption is given, and if due provision for such payment is made, all as provided above, the Certificates 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 CERTIFICATE 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 CERTIFICATE IS EXCHANGEABLE at the principal corporate trust office of the Paying Agent/Registrar for a Certificate or Certificates 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 PAYING AGENT/REGISTRAR is not required to accept for transfer or exchange any Certificate called for redemption, in whole or in part, during the forty-five (45) day period immediately prior to the date fixed for redemption; provided, however, that such limitation shall not apply to the transfer or exchange by the Registered Owner of an unredeemed portion of a Certificate called for redemption in part. THE CITY OR PAYING AGENT/REGISTRAR may require the Registered Owner of any Certificate 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 Certificate. 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 Certificate 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 Certificate 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 Certificate have been performed, exist and have been done in accordance with law; that the Certificates 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 Certificate, 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. IT IS FURTHER DECLARED AND REPRESENTED that the surplus revenues to be derived from the System, after the payment of all operation and maintenance expenses thereof (the “Net Revenues”), in an amount not to exceed $1,000, are pledged to the payment of the -5- principal of and interest on the Certificates, provided that the pledge of Net Revenues is and shall be junior and subordinate in all respects to the pledge of Net Revenues to the payment of any obligation of the City, whether authorized heretofore or hereafter, which the City designates as having a pledge senior to the pledge of the Net Revenues to the payment of the Certificates. The City also reserves the right to issue, for any lawful purpose at any time, in one or more installments, bonds, certificates of obligation and other obligations of any kind, secured in whole or in part by a pledge of Net Revenues, that may be prior and superior in right to, on a parity with, or junior and subordinate to the pledge of Net Revenues securing the Certificates. 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 Certificates assent by acceptance of the Certificates. -8- 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 certificate and all rights thereunder, and hereby irrevocably constitutes and appoints ________________________________________ attorney to transfer the within certificate on the books kept for registration thereof, with full power of substitution in the premises. DATED: 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 certificate in every particular, without any alteration, enlargement or change whatsoever. * * *