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07-13-23-Ordinance-Authorizing the issuance of Certificates of Obligation Series 2023B-07/24/2023 $5,025,000 CITY OF SANGER, TEXAS CERTIFICATES OF OBLIGATION, SERIES 2023B * * * 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 Tax Exemption Certificate, Certificate of Underwriter and Form 8038G 10 Closing Certificate Required by Purchase Agreement 11 Opinion of Bond Counsel 12 Supplemental Opinion of Bond Counsel 13 Opinion of Attorney General of Texas with Certificate of Comptroller of Public Accounts 14 Opinion of Underwriter’s Counsel 15 Ratings Letters 16 Specimen Certificate 17 Bond Review Board Questionnaire 18 Closing Memorandum 19 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. 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] 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, SERIES 2023B; 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 4156-5674-9895.1 ORDINANCE AUTHORIZING AND ORDERING THE ISSUANCE OF CITY OF SANGER, TEXAS CERTIFICATES OF OBLIGATION, SERIES 2023B; 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, Series 2023B, 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 FIVE MILLION TWENTY-FIVE THOUSAND DOLLARS ($5,025,000) 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. The City is purchasing the land at fair market value. Section 3.2 Designation, Date and Interest Payment Dates. The Certificates shall be designated as the “City of Sanger, Texas Certificates of Obligation, Series 2023B,” 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. The City is purchasing the land at fair market value. 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 February 1 in each of the years and in the amounts set 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 5 4156-5674-9895.1 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 08/01/2033 $405,000 5.000% ** ** ** ** R-2 08/01/2036 470,000 5.000 ** ** ** ** R-3 08/01/2039 540,000 5.000 ** ** ** ** R-4 08/01/2043 835,000 4.000 ** ** ** ** R-6 08/01/2048 1,250,000 4.000 ** ** ** ** R-7 08/01/2053 1,525,000 4.125 ** ** ** ** Section 3.4 Redemption Prior to Maturity. (a) The Certificates maturing on and after August 1, 2033 are subject to redemption prior to maturity, at the option of the City, in whole or in part, on August 1, 2031, or any date thereafter, at par plus accrued interest to the date fixed for redemption. (b) THE CERTIFICATES MATURING ON August 1 in the years 2033, 2036, 2039, 2043, 2048 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, 2031 $130,000 August 1, 2032 135,000 August 1, 2033 August 1, 2033* *stated maturity 140,000 Term Certificates Maturing Mandatory Redemption Dates Principal Amounts August 1, 2034 $150,000 August 1, 2036 August 1, 2035 155,000 August 1, 2036* *stated maturi6y 165,000 6 4156-5674-9895.1 Term Certificates Maturing Mandatory Redemption Dates Principal Amounts August 1, 2037 $170,000 August 1, 2039 August 1, 2038 180,000 August 1, 2039* 190,000 *stated maturity Term Certificates Maturing Mandatory Redemption Dates Principal Amounts August 1, 2040 $195,000 August 1, 2043 August 1, 2041 205,000 August 1, 2042 215,000 August 1, 2043* 220,000 *stated maturity Term Certificates Maturing Mandatory Redemption Dates Principal Amounts August 1, 2044 $230,000 August 1, 2048 August 1, 2045 240,000 August 1, 2046 250,000 August 1, 2047 260,000 August 1, 2048* *stated maturity 270,000 Term Certificates Maturing Mandatory Redemption Dates Principal Amounts August 1, 2049 $280,000 August 1, 2053 August 1, 2050 295,000 August 1, 2051 305,000 August 1, 2052 315,000 August 1, 2053* *stated maturity 330,000 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. 7 4156-5674-9895.1 (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 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, 8 4156-5674-9895.1 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. 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 SERIES 2023B 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 August 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 $5,025,000 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, 2033, in whole or in part, on August 1, 2031, or any date thereafter, at par plus accrued interest to the date fixed for redemption. THE CERTIFICATES MATURING ON August 1 in the years 2033, 2036, 2039, 2043, 2048 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, 2031 $130,000 August 1, 2032 135,000 August 1, 2033 August 1, 2033* *stated maturity 140,000 13 4156-5674-9895.1 Term Certificates Maturing Mandatory Redemption Dates Principal Amounts August 1, 2034 $150,000 August 1, 2036 August 1, 2035 155,000 August 1, 2036* *stated maturi6y 165,000 Term Certificates Maturing Mandatory Redemption Dates Principal Amounts August 1, 2037 $170,000 August 1, 2039 August 1, 2038 180,000 August 1, 2039* 190,000 *stated maturity Term Certificates Maturing Mandatory Redemption Dates Principal Amounts August 1, 2040 $195,000 August 1, 2043 August 1, 2041 205,000 August 1, 2042 215,000 August 1, 2043* 220,000 *stated maturity Term Certificates Maturing Mandatory Redemption Dates Principal Amounts August 1, 2044 $230,000 August 1, 2048 August 1, 2045 240,000 August 1, 2046 250,000 August 1, 2047 260,000 August 1, 2048* *stated maturity 270,000 Term Certificates Maturing Mandatory Redemption Dates Principal Amounts August 1, 2049 $280,000 August 1, 2053 August 1, 2050 295,000 August 1, 2051 305,000 August 1, 2052 315,000 August 1, 2053* *stated maturity 330,000 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 14 4156-5674-9895.1 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. 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 15 4156-5674-9895.1 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. 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, Series 2023B 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 5,057,462.53 representing the par value thereof, plus a premium of $72,595.80 on the Certificates, and less an underwriting discount of $40,133.27), 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 21 4156-5674-9895.1 conclusively evidenced by their execution thereof. The Mayor is hereby authorized and directed to execute, and the City Secretary is hereby authorized and directed to attest, the final Official Statement. It is further hereby officially found, determined and declared that the statements and representations contained in the Preliminary Official Statement and final Official Statement are true and correct in all material respects, to the best knowledge and belief of the City Council, and that, as of the date thereof, the Preliminary Official Statement was an official statement of the City with respect to the 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 Covenants to Maintain Tax Exempt Status. (a) Definitions. When used in this Section, the following terms have the following meanings: “Code” means the Internal Revenue Code of 1986, as amended by all legislation, if any, enacted on or before the Issue Date. “Computation Date” has the meaning stated in section 1.148-1(b) of the Regulations. “Gross Proceeds” has the meaning stated in section 1.148-1(b) of the Regulations. “Investment” has the meaning stated in section 1.148-1(b) of the Regulations. 22 4156-5674-9895.1 “Issue Date” for the Certificates or other obligations of the City is the respective date on which such obligations of the City are delivered against payment therefor. “Net Sale Proceeds” has the meaning stated in section 1.148-1(b) of the Regulations. “Nonpurpose Investment” has the meaning stated in section 1.148-1(b) of the Regulations. “Proceeds” has the meaning stated in section 1.148-1(b) of the Regulations. “Rebate Amount” has the meaning stated in section 1.148-3 of the Regulations. “Regulations” means the temporary or final Income Tax Regulations applicable to the Certificates issued pursuant to sections 141 through 150 of the Code. Any reference to a section of the Regulations shall also refer to any successor provision to such section hereafter promulgated by the Internal Revenue Service pursuant to sections 141 through 150 of the Code and applicable to the Certificates. “Yield of” (1) any Investment shall be computed in accordance with section 1.148-5 of the Regulations, and (2) the Certificates shall be computed in accordance with section 1.148-4 of the Regulations. (b) Not to Cause Interest to Become Taxable. The City shall not use, permit the use of or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed directly or indirectly with Gross Proceeds) in a manner which, if made or omitted, respectively, would cause the interest on any Certificates to become includable in the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City shall have received a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Certificate, the City shall comply with each of the specific covenants in this Section. (c) No Private Use or Private Payments. Except as permitted by section 141 of the Code and the regulations and rulings thereunder, the City shall, at all times prior to the last stated maturity of the Certificates, (1) exclusively own, operate, and possess all property the acquisition, construction, or improvement of which is to be financed directly or indirectly with Gross Proceeds of the Certificates and not use or permit the use of such Gross Proceeds or any property acquired, constructed, or improved with such Gross Proceeds in any activity carried on by any person or entity other than a state or local government, unless such use is solely as a member of the general public, or 23 4156-5674-9895.1 (2) not directly or indirectly impose or accept any charge or other payment for use of Gross Proceeds of the Certificates or any property the acquisition, construction or improvement of which is to be financed directly or indirectly with such Gross Proceeds other than taxes of general application and interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. (d) No Private Loan. Except to the extent permitted by section 141 of the Code and the regulations and rulings thereunder, the City shall not use Gross Proceeds of the Certificates to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, Gross Proceeds are considered to be “loaned” to a person or entity if (1) property acquired, constructed or improved with Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes, (2) capacity in or service from such property is committed to such person or entity under a take-or-pay, output, or similar contract or arrangement, or (3) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or such property are otherwise transferred in a transaction which is the economic equivalent of a loan. (e) Not to Invest at Higher Yield. Except to the extent permitted by section 148 of the Code and the regulations and rulings thereunder, the City shall not, at any time prior to the earlier of the final stated maturity or final payment of the Certificates, directly or indirectly invest Gross Proceeds of such Certificates in any Investment (or use such Gross Proceeds to replace money so invested), if as a result of such investment the Yield of all Investments allocated to such Gross Proceeds whether then held or previously disposed of, exceeds the Yield on the Certificates. (f) Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the regulations and rulings thereunder, the City shall not take or omit to take any action which would cause the Certificates to be federally guaranteed within the meaning of section 149(b) of the Code and the regulations and rulings thereunder. (g) Information Report. The City shall timely file with the Secretary of the Treasury the information required by section 149(e) of the Code with respect to the Certificates on such forms and in such place as such Secretary may prescribe. (h) Payment of Rebate Amount. Except to the extent otherwise provided in section 148(f) of the Code and the regulations and rulings thereunder, the City shall: (1) account for all Gross Proceeds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of such accounting for at least six years after the final Computation Date. The City may, however, to the extent permitted by law, commingle Gross Proceeds of the Certificates with other money of the City, provided that the City separately accounts for each receipt and expenditure of such Gross Proceeds and the obligations acquired therewith, (2) calculate the Rebate Amount with respect to the Certificates, not less frequently than each Computation Date, in accordance with rules set forth in 24 4156-5674-9895.1 section 148(f) of the Code, section 1.148-3 of the Regulations, and the rulings thereunder and shall maintain a copy of such calculations for at least six years after the final Computation Date, (3) as additional consideration for the purchase of the Certificates by the initial purchaser thereof and the loan of the money represented thereby, and in order to induce such purchase by measures designed to ensure the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, pay to the United States the amount described in paragraph (2) above at the times, in the installments, to the place, in the manner and accompanied by such forms or other information as is or may be required by section 148(f) of the Code and the regulations and rulings thereunder, and (4) exercise reasonable diligence to assure that no errors are made in the calculations required by paragraph (2) and, if such error is made, to discover and promptly to correct such error within a reasonable amount of time thereafter, including payment to the United States of any interest and any penalty required by the Regulations. (i) Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the Code and the regulations and rulings thereunder, the City shall not, at any time prior to the earlier of the final stated maturity or final payment of the Certificates, enter into any transaction that reduces the amount required to be paid to the United States pursuant to Subsection (h) of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm’s length and had the Yield of the Certificates not been relevant to either party. (j) Not Hedge Bonds. The City will not invest more than 50 percent of the Proceeds of the Certificates in Nonpurpose Investments having a guaranteed yield for four years or more. On the Issue Date of the Certificates, the City will reasonably expect that at least 85 percent of the Net Sale Proceeds will be used to carry out the governmental purpose of such series within three years after such Issue Date. (k) The City will not issue or use the Certificates as part of an “abusive arbitrage device” (as defined in Section 1.148-10(a) of the Regulations). Without limiting the foregoing, the Certificates are not and will not be a part of a transaction or series of transactions that attempts to circumvent the provisions of Section 148 of the Code and the Regulations, by (i) enabling the City to exploit the difference between tax-exempt and taxable interest rates to gain a material financial advantage, or (ii) increasing the burden on the market for tax-exempt obligations. (l) Proper officers of the City charged with the responsibility for issuing the Certificates are hereby directed to make, execute and deliver certifications as to facts, estimates or circumstances in existence as of the date of issuance of the Certificates and stating whether there are facts, estimates or circumstances that would materially change the City’s expectations. On or after the date of issuance of the Certificates, the City will take such actions as are necessary and appropriate to assure the continuous accuracy of the representations contained in such certificates. 25 4156-5674-9895.1 (m) The City hereby designates the Certificates as "qualified tax-exempt obligations" as defined in section 265(b)(3) of the Code. In furtherance of such designation, the City represents, covenants and warrants the following: (a) that during the calendar year in which the Certificates are issued, the City (including any subordinate entities) has not designated nor will designate obligations that when aggregated with the Certificates, will result in more than $10,000,000 of "qualified tax-exempt obligations" being issued; and (b) that the City reasonably anticipates that the amount of tax-exempt obligations issued, during the calendar year in which the Certificates are issued, by the City (or any subordinate entities) will not exceed $10,000,000. (n) The covenants and representations made or required by this Section are for the benefit of the Certificate holders and any subsequent Certificate holder and may be relied upon by the Certificate holders and any subsequent Certificate holder and bond counsel to the City. (o) In complying with the foregoing covenants, the City may rely upon an unqualified opinion issued to the City by nationally recognized bond counsel that any action by the City or reliance upon any interpretation of the Code or Regulations contained in such opinion will not cause interest on the Certificates to be includable in gross income for federal income tax purposes under existing law. Notwithstanding any other provision of this Ordinance, the City’s representations and obligations under the covenants and provisions of this Section 7.5 all survive the defeasance and discharge of the Certificates for as long as such matters are relevant to the exclusion of interest on the Certificates from the gross income of the owners for federal income tax purposes. 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. 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 26 4156-5674-9895.1 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; (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 27 4156-5674-9895.1 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 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. 28 4156-5674-9895.1 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: “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 29 4156-5674-9895.1 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; 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 30 4156-5674-9895.1 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 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. 31 4156-5674-9895.1 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] 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) $5,025,000 CERTIFICATES OF OBLIGATION, SERIES 2023B ____________________________________ 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 $5,025,000 Certificates of Obligation, Series 2023B (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 Underwriters have not assumed an advisory or fiduciary responsibility in favor of the Issuer with respect to the offering contemplated 2 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 Underwriters 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 24, 2023 (the “Ordinance”). The purchase price for the Certificates shall be $5,057,462.53 (representing the par amount of the Certificates, plus an original issue premium of $72,595.80, and less an underwriting discount of $40,133.27), 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”) for the Underwriters which are not exempt under Section 2252.908(c)(4) of the Texas Government Code in connection with the Underwriters’ entry into this Agreement. The Issuer hereby confirms receipt of a Form 1295 from the non -exempt Underwriters subject to Section 2252.908 and agrees to ack nowledge 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. Establishment of Issue Price of Certificates. Notwithstanding any provision of this Agreement to the contrary, the following provisions related to the establishment of the issue price of the Certificates apply: (a) The Representative, on behalf of the Underwriters, agrees to assist the Issuer in establishing the issue price of the Certificates and shall execute and deliver to the Issuer at Closing an “issue price certificate” or similar certificate, with the supporting pricing wire(s) or equivalent communications, in a form substantially similar to the certificate attached hereto as Exhibit A with such modifications as may be appropriate or necessary, in the reasonable judgment of the Representative, the Issuer and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the Initial Offering Price or prices to the public of the Certificates. 3 (b) Except as otherwise set forth in Schedule II attached hereto, the Issuer will treat the first price at which 10% of each maturity of the Certificates (the “10% Test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% Test). At or promptly after the execution of this Agreement, the Representative shall report to the Issuer the price or prices at which the Underwriters have sold to the public each separate CUSIP Number within a maturity of Certificates. If at that time the 10% Test has not been satisfied as to any maturity of the Certificates for which the Issuer has elected to utilize the 10% Test, the Representative agrees to promptly, but no more than three business days, report to the Issuer the prices at which Certificates of that maturity have been sold by the Underwriters to the public. That reporting obligation shall continue, whether or not the Closing has occurred, until the 10% Test has been satisfied as to the Certificates of that maturity or until all Certificates of that maturity have been sold to the public. (c) The Representative confirms that the Underwriters have offered the Certificates to the public on or before the date of this Agreement at the offering price or prices (the “Initial Offering Price”), or at the corresponding yield or yields, set forth in Schedule II attached hereto, except as otherwise set forth therein. Schedule II also sets forth, as of the date of this Agreement, the maturities, if any, of the Certificates for which the 10% Test has not been satisfied and for which the Issuer and the Representative, on behalf of the Underwriters, agree that the restrictions set forth in the next sentence shall apply, which will allow the Issuer to treat the Initial Offering Price to the public of each such maturity as of the sale date as the issue price of that maturity (the “Hold -The-Offering-Price Rule”). So long as the Hold-The-Offering-Price Rule remains applicable to any maturity of the Certificates, the Underwriters will neither offer nor sell unsold Certificates of that maturity to any person at a price that is higher than the Initial Offering Price to the public during the period starting on the sale date and ending on the earlier of the following (1) the close of the fifth (5th) business day after the sale date; or (2) the date on which the Underwriters have sold at least 10% of that maturity of the Certificates to the public at a price that is no higher than the Initial Offering Price to the public “public” means any person other than an underwriter or a related party, The Representative shall promptly advise the Issuer when the Underwriters have sold 10% of that maturity of the Certificates to the public at a price that is no higher than the Initial Offering Price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date. The Issuer acknowledges that, in making the representation set forth in this subsection, the Representative will rely on (i) the agreement of each Underwriter to comply with the Hold-The-Offering-Price Rule, as set forth in an agreement among 4 Underwriters and the related pricing wire(s), (ii) in the event a selling group has been created in connection with the initial sale of the Certificates to the public, the agreement of each dealer who is a member of the selling group to comply with the Hold-The- Offering-Price Rule, as set forth in a selling group agreement and the related pricing wire(s), and (iii) in the event that an Underwriter is a party to a third -party distribution agreement that was employed in connection with the initial sale of the Certificates to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the Hold-The-Offering-Price Rule, as set forth in the third-party distribution agreement and the related pricing wire(s). The Issuer further acknowledges that the Underwriter shall be solely liable for its failure to comply with its agreement regarding the Hold-The-Offering-Price Rule and shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement regarding the Hold - The-Offering-Price Rule as applicable to the Certificates. (d) The Representative confirms that: (1) any agreement among underwriters, any selling group agreement and each third-party distribution agreement (to which the Representative is a party) relating to the initial sale of the Certificates to the public, together with the related pricing wire(s), contains or will contain language obligating each Underwriter, each dealer who is a member of the selling group, and each broker-dealer that is a party to such third-party distribution agreement, as applicable, to (A) report the prices at which it sells to the public the unsold Certificates of each maturity allotted to it until it is notified by the Representative that either the 10% Test has been satisfied as to the Certificates of that maturity or all Certificates of that maturity have been sold to the public and (B) comply with the Hold-The- Offering-Price Rule, if applicable, in each case if and for so long as directed by the Representative and as set forth in the related pricing wire(s), and (2) any agreement among underwriters relating to the initial sale of the Certificates to the public, together with the related pricing wire(s), contains or will contain language obligating each Underwriter that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Certificates to the public to require each broker- dealer that is a party to such third -party distribution agreement to (A) report the prices at which it sells to the public the unsold Certificates of each maturity allotted to it until it is notified by the Represe ntative or the Underwriter that either the 10% Test has been satisfied as to the Certificates of that maturity or all Certificates of that maturity have been sold to the public and (B) comply with the Hold-The-Offering-Price Rule, if applicable, in each case if and for so long as directed by the Representative or the Underwriter and as set forth in the related pricing wire(s). 5 (e) The Representative, on behalf of itself and the Underwriters, acknowledge that sales of any Certificates to any person that is a related party to an Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section: (1) “public” means any person other than an underwriter or a related party, (2) “underwriter” means (A) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Certificates to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Certificates to the public (including a member of a selling group or a party to a third-party distribution agreement participating in the initial sale of the Certificates to the public), (3) a purchaser of any of the Certificates is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (i) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and (4) “sale date” means the date of execution of this Agreement by all parties. 3. 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 6 or incorporated therein or attached thereto, and all amendments and 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 i ts 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 supple mented 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 7 misleading, or if it is necessary to amend or supplement the Official Statement to comply with law, the Issuer will notify the Representative (and for the purposes of this clause provide the 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 o mit 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. 4. 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 8 consummate the transactions described in the Issuer Documents and the Official Statement; and, the Issuer has complied, and will at the Closing be in compliance, in all material respects with the terms of the Act and the Issuer Documents, as they pertain to such transactions; (b) By all necessary official action of the Issuer 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 the 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 Is suer 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 mo ney 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 material 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 9 otherwise obtain credit to which the Issuer is a party or to which the Issuer is or to which any of its property or assets are otherwise subject nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encu mbrance 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 offices, 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 amendm ent 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 10 Issuer Documents, nor, to the knowledge of the Issuer, is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the 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 3 of this Agreement) at all times subsequent thereto during the period up to and including the twenty-fifth (25th) day subsequent to the “end of the underwriting period,” the Official Statement does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in 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 3 of this Agreement, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto during the period up to and including the twenty-fifth (25th) day subsequent to the “end of the underwriting period,” the Official Statement, as so supplemented or amended, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in 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 11 required to qualify as a foreign corporation or to file any general or special 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 finan cial 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 mate rial 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. 12 5. 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. 6. Closing Conditions. The Underwriters have entered into this Agreement in reliance upon the representations, warranties and agreements of the Issuer contained herein, and in reliance upon the representations, warranties and agreements to be contained in the documents and instruments to be delivered at the Closing and upon the performance by the Issuer of its obligations hereunder, both as of the date hereof and as of the date of the Closing. Accordingly, the Underwriters’ obligations under this Agreement to purchase, to accept delivery of and to pay for the 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 reasonably 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; 13 (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; 14 (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: 15 (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 16 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) a certificate of the Issuer in form and substance satisfactory to Bond Counsel setting forth the facts, estimates and circumstances in existence on the date of the Closing, which establish that it is not expec ted that the proceeds of the Certificates will be used in a manner that would cause the Certificates to be “arbitrage bonds” within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended (the “Code”), and any applicable regulations (whether final, temporary or proposed) issued pursuant to the Code; (8) 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; (9) any other certificates and opinions required by the Ordinance for the issuance thereunder of the Certificates; (10) 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 (11) 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 and the due performance or satisfaction by the Issuer on or prior to the date of the Closing of all the respective agreements then to be performed and conditions then to be satisfied by the Issuer. All of the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance reasonably satisfactory to the Underwriters. If the Issuer shall be unable to satisfy the conditions to the obligations of the Underwriters to purchase, to accept delivery of and to pay for the Certificates contained 17 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. 7. 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 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 shall be enacted by or introduced in the Congress of the United States or recommended to the Congress for passage by the President of the United States, or the Treasury Department of the United State s or the Internal Revenue Service or favorably reported for passage to either House of the Congress by any committee of such House to which such legislation has been referred for consideration, a decision by a court of the United States or of the State or the United States Tax Court shall be rendered, or an order, ruling, regulation (final, temporary or proposed), press release, statement or other form of notice by or on behalf of the Treasury Department of the United States, the Internal Revenue Service or other governmental agency shall be made or proposed, the effect of any or all of which would be to impose, directly or indirectly, federal income taxation upon interest received on obligations of the general character of the Certificates or the interest on the Certificates as described in the Official Statement, or other action or events shall have transpired which may have the purpose or effect, directly or indirectly, of changing the federal income tax consequences of any of the transactions described herein; (b) 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, temporary, 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; 18 (c) 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; (d) 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 any national securities exchange, a general banking moratorium declared by federal, State of New York, or State officials authorized to do so; (e) 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; (f) 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 i nterest on the Certificates; (g) any event occurring, or information becoming known which, in the reasonable judgment of the Underwriter, makes untrue in any material respect any statement or information contained in the Official Statement, or has the effect that the Official Statement contains any untrue statement of material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (h) 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; (i) 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 19 crisis or adverse change in the financial or economic conditions affecting the United States government or the securities markets in the United States; (j) 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; (k) 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 (l) 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. 8. Expenses. (a) The Underwriters shall be under no obligation to pay, and the Issuer shall pay, any expenses incident to the performance of the Issuer’s obligations hereunder, including, but not limited to (i) the cost of preparation and printing of the 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 ratings; (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 20 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. 9. Notices. Any notice or other communication to be given to the Issuer under this Agreement may be given by delivering the same in writing 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. 10. 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. 11. Effectiveness. This Agreement shall become effective upon the acceptance hereof by the Issuer and shall be valid and enforceable at the time of such acceptance. 12. Choice of Law. This Agreement shall be governed by and construed in accordance with the law of the State. 13. Severability. If any provision of this Agreement shall be held or deemed to be or shall, in fact, be invalid, inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions, or in all jurisdictions because it conflicts with any 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. 14. Business Day. For purposes of this Agreement, “business day” means any day on which the New York Stock Exchange is open for trading. 21 15. Section Headings. Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provisions of this Agreement. 16. Counterparts. This Agreement may be executed in several counterparts each of which shall be regarded as an original (with the same effect as if the signatures thereto and hereto were upon the same document) and all of which shall constitute one and the same document. 17. No Personal Liability. 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. 18. 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 an Israeli-controlled territory, but does not include an action made for ordinary business purposes. 19. 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. 22 20. 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. 21. 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 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 23 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), Texa s 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 spec ifically 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 ra nge (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 bu siness 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 as members, and (iii) is exempt from federal income taxation under Section 501(a), Internal Revenue Code of 1986, as an organization described by Section 501(c) of that code. 22. Affiliate. As used in Sections 18 through 21, the Underwriters understand ‘affiliate’ to mean an entity that controls, is co ntrolled 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. 23. Attorney General Standing Letter. The Underwriters represent that each has, or will have prior to the date of Closing, on file with the 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 24 Issuer or Bond Counsel, two business days prior to Closing and additionally upon request by the Issuer or Bond Counsel, written verification to the eff ect 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. By: <2 Lh Name) ef Phi yaw Title: Dice tar ACCEPTED at [a.m./p.m.] central time this day of , 2023. CITY OF SANGER, TEXAS By: Name: Title: Schedule | - Schedule of Underwriters Schedule || — Schedule of Terms Exhibit A - Form of Issue Price Certificate Signature Page City of Sanger Certificates of Obligation, Series 2023B 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 SCHEDULE I UNDERWRITERS Raymond James & Associates, Inc. SAMCO SCHEDULE II $5,025,000 City of Sanger, Texas Certificates of Obligation, Series 2023B Interest Accrues from: Date of Delivery $3,610,000 Term Bonds $835,000 4.000% Term Bonds due August 1, 2043, Priced to Yield 4.050%(a)(b)(d) $1,250,000 4.000% Term Bonds due August 1, 2048, Priced to Yield 4.250%(a)(b)(d) $1,525,000 4.125% Term Bonds due August 1, 2053, Priced to Yield 4.310%(a)(b)(d) HOLD-THE-OFFERING-PRICE MATURITIES $1,415,000 Term Bonds $405,000 5.000% Term Bonds due August 1, 2033, Priced to Yield 2.950%(a)(b)(c)(d) $470,000 5.000% Term Bonds due August 1, 2036, Priced to Yield 3.220%(a)(b)(c)(d) $540,000 5.000% Term Bonds due August 1, 2039, Priced to Yield 3.490%(a)(b)(c)(d) _____________________ (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, 2032 are subject to optional redemption, in whole or in part, on August 1, 2031, or any date thereafter at the par value thereof plus accrued interest to the date fixed for redemption. (c) The Term Certificates stated to mature on August 1 in the years 2033, 2036 and 2039 are priced to the first optional call date of August 1, 2031. (d) The Term Certificates scheduled to mature on August 1 in the years 2033, 2036, 2039, 2043, 2048 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, 2031 $130,000 August 1, 2037 $170,000 August 1, 2044 $230,000 August 1, 2032 135,000 August 1, 2038 180,000 August 1, 2045 240,000 August 1, 2033* 140,000 August 1, 2039* 190,000 August 1, 2046 250,000 August 1, 2047 260,000 August 1, 2048* 270,000 Mandatory Redemption Principal Amount Mandatory Redemption Principal Amount Mandatory Redemption Principal Amount August 1, 2034 $150,000 August 1, 2040 $195,000 August 1, 2049 $280,000 August 1, 2035 155,000 August 1, 2041 205,000 August 1, 2050 295,000 August 1, 2036* 165,000 August 1, 2042 215,000 August 1, 2051 305,000 August 1, 2043* 220,000 August 1, 2052 315,000 August 1, 2053* 330,000 __________________ *Stated Maturity. EXHIBIT A ISSUE PRICE CERTIFICATE The undersigned, on behalf of Raymond James & Associates, Inc., which acted as the lead underwriter (the “Representative”) of the underwriting group (the “Underwriting Group”), hereby certifies as set forth below with respect to the sale and issuance of the Certificates of Obligation, Series 202 3B (the “Certificates”) by the City of Sanger, Texas (the “Issuer”). 1. Sale of the General Rule Maturities. As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule A. A copy of the pricing wire or equivalent communication for the Certificates is attached to this certificate as Schedule B. 2. Initial Offering Price of the Hold-the-Offering-Price Maturities. (a) The Underwriting Group offered the Hold-the-Offering-Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A (the “Initial Offering Prices”) on or before the Sale Date. (b) As set forth in the Purchase Agreement, the Underwriting Group agreed in writing on or prior to the Sale Date that, (i) for each Maturity of the Hold -the-Offering- Price Maturities, they would neither offer nor sell any of the Certificates of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “Hold-The-Offering-Price Rule”), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail or other third -party distribution agreement shall contain the agreement of each broker-dealer who is a party to the retail or other third-party distribution agreement, to comply with the hold-the-offering-price rule. Pursuant to such agreement, no Underwriter (as defined below) offered or sold any Maturity of the Hold-the-Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Certificates during the Holding Period. 3. Issue Price. The issue price of the Certificates is ___________. The Certificates were issued without pre-issuance accrued interest. 4. Defined Terms. (a) General Rule Maturities means those Maturities of the Certificates listed in Schedule A hereto as the “General Rule Maturities.” (b) Hold-the-Offering-Price Maturities means those Maturities of the Certificates listed in Schedule A hereto as the “Hold-the-Offering-Price Maturities.” (c) Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) th e close of the fifth business day after the Sale Date, or (ii) the date on which the Underwriter sold at least 10% of such Hold-the-Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity. (d) Maturity means Certificates with the same credit and payment terms. Certificates with different maturity dates, or Certificates with the same maturity date but different stated interest rates, are treated as separate maturities. (e) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than the Underwriter or a related party to the Underwriter. The term “related party” means any entity if an Underwriter and such entity are subject, directly or indirectly, to (i) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profit interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other). (f) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Certificates. The Sale Date of the Certificates is __________. (g) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Certificates to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Certificates to the Public (including a member of a selling group or a party to a third -party distribution agreement participating in the initial sale of the Certificates to the Public). [Execution page follows.] The Representative understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate to which this certificate is included as Exhibit A and with respect to compliance with the federal income tax rules affecting the Certificates, and by Jackson Walker LLP, in connection with its opinion as to the exclusion of interest on the Certificates from federal gross income, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Certificates. The Representative is certifying only as to facts in existence on the date hereof. Nothing herein represents the Representative’s interpretation of any laws; in particular the Treasury Regulations under the Internal Revenue Code of 1986, or the application of any laws to these facts. The certifications contained herein are not necessarily based on personal knowledge, but may instead be based on either inquiry deemed adequate by the undersigned or institutional knowledge (or both) regarding the matters set forth herein. EXECUTED and DELIVERED as of this _____________, 2023. RAYMOND JAMES & ASSOCIATES, INC. By:________________________________ Name:______________________________ 4876-6641-4894, v. 1 SCHEDULE A SALE PRICES OF THE GENERAL RULE MATURITIES Maturity Date Principal Amount Interest Rate Initial Yield Price INITIAL OFFERING PRICES OF THE HOLD-THE-OFFERING-PRICE MATURITIES Maturity Date Principal Amount Interest Rate Initial Yield Price SCHEDULE B PRICING WIRE OR EQUIVALENT COMMUNICATION (Attached) 4876-6641-4894, v. 14876-6641-4894, v. 1 SCHEDULE B PRICING WIRE OR EQUIVALENT COMMUNICATION (Attached) 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, Series 2023B (the “Certificates”) in the aggregate principal amount of $5,025,000 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 $10,190,000 City of Sanger, Texas Certificates of Obligation, Taxable Series 2023C 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. 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, SERIES 2023B, dated August 1, 2023, and aggregating $5,025,000 (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. August 8 36996342v.2 $5,025,000 CITY OF SANGER, TEXAS CERTIFICATES OF OBLIGATION, SERIES 2023B TAX CERTIFICATE This Tax Certificate is executed and delivered by the City of Sanger, Texas (the “City”) in connection with the issuance of its Certificates of Obligation, Series 2023B, in the aggregate principal amount of $5,025,000 (the “Certificates”), dated as of August 10, 2023. The Certificates are being issued pursuant to an ordinance enacted by the City Council of the City on July 24, 2023 (the “Certificate Ordinance”). Pursuant to the Certificate Ordinance, and in part pursuant to Treasury Regulations §1.148-2(b)(2), the City certifies, covenants, warrants and represents as follows: ARTICLE I IN GENERAL Section 1.1 Authorized Officer; Expectations. The undersigned is an authorized representative of the City acting for and on behalf of the City in executing this Tax Certificate. To the best knowledge and belief of the undersigned, there are no other facts, estimates or circumstances that would materially change the expectations as set forth herein, and said expectations are reasonable. Section 1.2 Delivery of the Certificates. On the date hereof, the City is delivering the Certificates to Raymond James & Associates, Inc., on its own behalf and on behalf of other members of the underwriting group (collectively, the “Underwriters”), in exchange for receipt of good funds. Section 1.3 Purpose of Tax Certificate. The City is delivering this Tax Certificate to Jackson Walker LLP, as bond counsel (“Bond Counsel”), with the understanding that Bond Counsel will rely, in part, upon this Tax Certificate in rendering its opinion that interest on the Certificates is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986. Section 1.4 Single Issue. All of the Certificates were sold to the Underwriters on July 24, 2023 (the “Sale Date”), pursuant to the same plan of financing, and are expected to be paid out of substantially the same source of funds. Except as set forth below, no other governmental obligations which are expected to be paid out of substantially the same source of funds as the Certificates have been or will be sold within the 31-day period beginning 15 days before the Sale Date pursuant to the same plan of financing as the Certificates. (a) Separate Issue of Taxable Obligations. Simultaneously with the Certificates, the City sold its Certificates of Obligation, Series 2023C, in the aggregate principal amount of $10,190,000 (the “Taxable 2023C Certificates”) on July 24, 2023. Under Treasury Regulations §1.150-1(c)(2), the Taxable 2023C Certificates and the Certificates are not treated as 2 36996342v.2 a single issue for federal tax purposes since the interest on the Taxable 2023C Certificates is included in gross income for federal tax purposes and the interest on the Certificates is not included in gross income for federal tax purposes. Except as described herein, no other governmental obligations which are expected to be paid out of substantially the same source of funds as the Certificates have been or will be sold pursuant to the same plan of financing as the Certificates within the period beginning 15 days before the Sale Date. Section 1.5 Definitions. Capitalized terms not otherwise defined in this Tax Certificate or the Certificate Ordinance shall have the meanings set forth in Appendix A. Section 1.6 Reliance. With respect to certain matters contained in this Tax Certificate, the City specifically relies upon certifications of the Underwriters set forth in the certificate attached hereto as Exhibit A and on the certifications set forth in the other exhibits attached hereto, if any. The City is not aware of any facts or circumstances that would cause it to question the accuracy or reasonableness of any representation made in this Tax Certificate or in any exhibit hereto. To the extent any statement herein is, or represents, a conclusion of law, rather than a statement of fact or a covenant, the City makes such statement in reliance on the advice of Bond Counsel. ARTICLE II PURPOSE OF THE CERTIFICATES Section 2.1 Purpose of Financing. The City is issuing the Certificates to: (a) finance the purchase of approximately 450 acres of land situated northeast of Rector Road and southeast of the City to be used for improvements to the water, wastewater and electric system of the City, (b) finance costs of improvements to the water, wastewater and electric system of the City, and (c) pay for professional services pursuant to Subchapter C of Chapter 271, Texas Local Government Code, as amended (collectively, the “Project”). Section 2.2 Allowable Expenditures. For federal tax purposes, the City will only allocate Gross Proceeds of the Certificates to pay, or reimburse disbursements by the City, that are (a) capital expenditures of the Project, (b) costs of issuing the Certificates, (c) interest on the Certificates through the later of three years after the Closing Date or one year after the Project is placed in service, (d) initial operating expenses directly associated with the Project (in aggregate amount not exceeding 5% of the Sale Proceeds), or (e) other miscellaneous expenditures described in Treasury Regulations §1.148-6(d)(3)(ii). Section 2.3 Reimbursement of Prior Expenditures. The City hereby covenants, certifies and warrants that no disbursement to be paid or reimbursed from Gross Proceeds of the Certificates shall have been previously paid or reimbursed from the proceeds of any other indebtedness, whether issued by the City or any other party. Absent an Opinion of Bond Counsel, the City will only allocate Gross Proceeds of the Certificates to (a) Preliminary Expenditures, (b) capital expenditures reimbursed in respect of payments made by the City on or after 60 days prior to the date the City made a declaration of intent to reimburse for costs of the Project, (c) costs of issuing the Certificates, or (d) other payments described in (a) through (c) above that are made by the City on or after the Closing Date. In connection with all expenditures of Gross Proceeds of the 3 36996342v.2 Certificates described in (b), the City will make the reimbursement allocation by the later of 18 months after (A) the date on which the Project is placed in service, or (B) the date such reimbursed cost was paid, but in no event later than three years after the date such reimbursed cost was paid. Section 2.4 No Overissuance. Taking into account anticipated investment earnings, Sale Proceeds do not exceed the amount necessary to pay costs of the Project and costs of executing and delivering the Certificates. Section 2.5 No Loans. Absent an Opinion of Bond Counsel, the City has not and will not use any Proceeds, directly or indirectly, to make or finance one or more loans to any entity. Section 2.6 No Abusive Arbitrage Device. The Certificates are being issued for the purposes described in Section 2.1 above. The Certificates are not and will not be part of a transaction or series of transactions that (a) enables the City or any related person to exploit the difference between tax-exempt and taxable interest rates to gain a material financial advantage and (b) overburdens the market for tax-exempt obligations in any manner, including, without limitation, by selling certificates that would not otherwise be sold, or selling more certificates, or issuing certificates sooner, or allowing certificates to remain outstanding longer, than otherwise would be necessary. ARTICLE III SOURCE AND DISBURSEMENT OF PROCEEDS Section 3.1 Determination of the Sale Proceeds and Net Sale Proceeds of the Certificates. The amount of Sale Proceeds and Net Sale Proceeds of the Certificates is calculated as follows: Par Amount of Certificates $5,025,000.00 Net Original Issue Premium $72,595.80 Sale Proceeds $5,097,595.80 (Minor Portion) ($100,000.00) Net Sale Proceeds $4,997,595.80 Section 3.2 Use of Sale Proceeds. The Sale Proceeds will be deposited and allocated as follows: Project Fund $5,000,000.00 Underwriters’ Discount $40,133.27 Other Costs of Issuance $57,175.00 Additional Proceeds (rounding amount) $287.53 TOTAL $5,097,595.80 Section 3.3 No Pre-Accrued Interest. Interest on the Certificates begins to accrue on Closing Date; therefore, the Certificates are being issued without pre-issuance accrued interest. 4 36996342v.2 Section 3.4 Investment Proceeds. Investment Proceeds earned on Proceeds held in the funds and accounts established in connection with the Certificates shall be retained in each such fund or account. Investment Proceeds of the Certificates may be used to pay costs of the Projects. Excess Investment Proceeds of the Certificates may be used as set forth in Section 3.5 below. Section 3.5 Excess Proceeds. (a) Excess Sale Proceeds on the Closing Date. Excess Sale Proceeds on the Closing Date in the amount of $287.53 will be transferred to the Certificates of Obligation, Series 2023B Debt Service Fund (the “Debt Service Fund”) and will be used to pay interest on the Certificates on February 1, 2024, the first interest payment date of the Certificates. (b) Unexpected Excess Sale Proceeds and Investment Proceeds. Unexpected excess Sale Proceeds and Investment Proceeds may be used to pay additional capital costs of the Project as authorized in the Certificate Ordinance or may be deposited into the Debt Service Fund to pay interest on the Certificates. Section 3.6 Allocation of Certificate Proceeds. (a) The City will allocate Sale Proceeds to expenditures no later than 18 months after the date of the expenditure or 18 months after the date the facility to which the expenditure relates is completed and actually operating at substantially the level for which it was designed, but in all events not later than 60 days after the fifth Certificate Year (or 60 days after none of the Certificates are outstanding, if earlier). (b) The City will allocate amounts that are not proceeds of a tax-exempt borrowing to portions of the Project expected to have private business use (if any) using a reasonable and consistently applied accounting method, including allocating such amounts to discrete portions of the Project (for example, based on actual costs, total space, or fair market value), or on the basis of an undivided portion allocation, or other reasonable method. ARTICLE IV ACQUISITION/CONSTRUCTION SCHEDULE FOR THE PROJECT Section 4.1 Commencement of the Project. The City has entered into, or will have entered into by February 10, 2024, a contract or otherwise incurred a substantial binding obligation with one or more unrelated parties toward commencement of the Project involving an expenditure equal to at least 5% of the Net Sale Proceeds of the Certificates. Section 4.2 Completion of the Project. The City expects the work on the Project and the expenditure of the Net Sale Proceeds of the Certificates to proceed with due diligence from the Closing Date to the date of completion of the Project. Section 4.3 Expenditure of Certificate Proceeds on the Project. The City expects that at least 85% of the Net Sale Proceeds of the Certificates will be spent on costs of the Project by August 10, 2026. 5 36996342v.2 ARTICLE V RESTRICTIONS ON USE OF THE PROJECT Section 5.1 Limitation on Private Activity. Absent an Opinion of Bond Counsel, the City will not allow more than the lesser of $15 million or 10% of the Proceeds, or of the Project, to be used directly or indirectly by any Nongovernmental Person in any trade or business, other than as a member of the general public. For purposes of this Section 5.1, a Nongovernmental Person will be treated as “using” Proceeds to the extent the Nongovernmental Person, directly or indirectly, (a) borrows Proceeds, (b) uses the Project (e.g., as owner, lessee, service provider, operator or manager), (c) acquires the output (or throughput) of the Project, unless pursuant to a short-term use exception, or (d) acquires or uses technology developed at the Project, if any. Section 5.2 Lower Limit for Unrelated and Disproportionate Uses. For purposes of Section 5.1 hereof, “10%” is reduced to “5%” for nongovernmental use of any facilities financed from Proceeds that are unrelated or disproportionate to the governmental purposes of the Certificates. Section 5.3 Management Contracts. So long as any of the Certificates remain outstanding, the City and any related party (within the meaning of Treasury Regulations §1.150-1(b)) will not enter into any agreement (a “Management Contract”) with any person or organization (a “Service Provider”) who is not a Qualified User with respect to the Project that provides for such Service Provider to manage, operate or provide services with respect to any portion of the Project unless an Opinion of Bond Counsel is received or unless the guidelines set forth in Revenue Procedure 2017-13 (the “Guidelines”) and summarized in Appendix B attached hereto are satisfied. Section 5.4 Research Contracts. So long as any of the Certificates remain outstanding, the City shall not allow the use of any portion of the Project by nongovernmental persons (including the United States) pursuant to any research arrangement, unless an Opinion of Bond Counsel is received or unless the guidelines set forth in Revenue Procedure 2007-47 and Revenue Procedure 97-14 (to the extent not modified or superseded by Revenue Procedure 2007-47) are satisfied. Section 5.5 Limitation on Private Security and Private Payments. The City will not allow the payment of the lesser of $15,000,000 or more than 10% of the principal, or the interest of the Certificates, directly or indirectly, to be (a) secured by any interest in property to be used in the trade or business of any Nongovernmental Persons (other than in the roles as a member of the general public) or by payments in respect of such property; or (b) derived from payments in respect 6 36996342v.2 of property, or borrowed money, used or to be used in the trade or business of any Nongovernmental Persons (other than in their roles as members of the general public). Section 5.6 No Private Loan. The City will not loan more than 5% of the Certificate proceeds to one or more Nongovernmental Persons other than in their roles as members of the general public and will not loan more than 5% of the Certificate proceeds to any Nongovernmental Persons unless an Opinion of Bond Counsel is received. Section 5.7 No Change in Use. The City expects to use all Proceeds and all facilities and assets financed with the Proceeds to be used for the purposes set forth in this ARTICLE V for the entire stated term to maturity of the Certificates. Absent an Opinion of Bond Counsel, the City in fact will use all Proceeds and all facilities and assets financed with Proceeds as set forth in this ARTICLE V. Section 5.8 No Expected Sale. The City does not expect that the Project or any part thereof financed in whole or in part by the Certificates will be sold or otherwise disposed of before August 1, 2053, the last scheduled maturity date of the Certificates. Absent an Opinion of Bond Counsel, the City will not sell or otherwise dispose of the Project or any portion thereof financed in whole or part by the Certificates. ARTICLE VI PAYMENT OF THE CERTIFICATES Section 6.1 Source of Payment. The Certificates are payable from the proceeds of taxes levied against all the taxable property located within the City and also secured by a limited pledge (not to exceed $1,000) of the net revenues of the City’s combined waterworks and sewer system and other funds available therefor. Those funds that are expected to pay principal of or interest on the Certificates will be deposited in the Debt Service Fund and used within 13 months of their deposit in that fund for payment of principal of or interest on the Certificates. Section 6.2 Debt Service Fund. The Debt Service Fund will be used primarily to achieve a proper matching of revenues of the City and debt service on the Certificates within each Certificate Year. It is expected that the money in the Debt Service Fund will be depleted at least once a year (on each August 1), except for a reasonable carryover amount not expected to exceed the greater of one year’s earnings on that fund or 1/12th of the annual debt service on the Certificates. Section 6.3 No Other Replacement Proceeds. Neither the City nor any related person will use any Gross Proceeds of the Certificates directly or indirectly to replace funds of the City or any related person, including funds which are or will be used directly or indirectly to acquire Investment Property reasonably expected to produce a yield that is materially higher than the yield on the Certificates. The weighted average maturity of the Certificates is calculated by the Financial Advisor to the City to be 20.4028 years. See Exhibit B attached hereto. Based on such information, the City does not expect the weighted average maturity of the Certificates to exceed 120% of the expected weighted average economic useful life of the Project. 7 36996342v.2 ARTICLE VII YIELD ON THE CERTIFICATES Section 7.1 Yield on the Certificates. The aggregate issue price of the Certificates is $5,097,595.80, based on representations of the Underwriters set forth in Exhibit A hereto, regarding the amount of Sale Proceeds, including the prices at which the Certificates were offered to the ultimate purchaser(s). The Financial Advisor to the City has calculated the Yield on the Certificates to be 4.085064%. See the pricing numbers attached hereto as Exhibit D. Such yield has been calculated pursuant to Section 148(h) of the Code and Treasury Regulations §§1.148-4 and 1.148-5 for purposes of this Tax Certificate. Thus, yield on the Certificates or yield on Investment Property generally means that discount rate which, when used in computing the present value of all unconditionally payable payments representing principal adjusted, as required, for any substantial discounts, interest and costs of qualified guarantees, produces an amount equal to the issue price of the Certificates or the purchase price of the Investment Property, as appropriate. Section 7.2 No Qualified Guarantee. On the Closing Date, there are no “qualified guarantees” (within the meaning of Treasury Regulations §1.148-4(f)) that have been obtained in connection with the Certificates. Section 7.3 No Qualified Hedges. No contract has been, and (absent an Opinion of Bond Counsel) no contract will be, entered into to modify the City’s risk of interest rate changes with respect to the Certificates (e.g., an interest rate swap, an interest rate cap, a futures contract, a forward contract, or an option). ARTICLE VIII INVESTMENT RESTRICTIONS ON THE PROCEEDS OF THE CERTIFICATES Section 8.1 Investment of Project Fund. Sale Proceeds deposited into the City’s Project Fund (the “Project Fund”) and Investment Proceeds earned on such funds may be invested without regard to yield through August 10, 2026. See Appendix D for additional information regarding the valuation of certain investments held in the Project Fund. Section 8.2 Investment of Sale Proceeds Used to Pay Costs of Issuance. Sale Proceeds held for the payment of costs of issuing the Certificates may be invested without regard to yield through September 10, 2024. Section 8.3 Investment of Investment Proceeds. Investment Proceeds for which no other temporary period is available may be invested without regard to yield for a temporary period of one year from the date of receipt of such proceeds. Section 8.4 Investment of Debt Service Fund. To the extent the provisions of Section 6.2 are satisfied, amounts in the Bona Fide Debt Service Funds may be invested without regard to yield. 8 36996342v.2 Section 8.5 Yield Restriction. Absent an Opinion of Bond Counsel, if (a) the total amount of Sale Proceeds held to be used to pay costs of issuing the Certificates still unspent 13 months from the Closing Date, plus (b) all Investment Proceeds remaining unspent after a one-year period beginning on the date of receipt of such Investment Proceeds, plus (c) any amounts held in the Bona Fide Debt Service Funds that remain unexpended after 13 months from the date of accumulation therein, plus (d) any Proceeds held in the Project Fund that remain unexpended after three years from the date hereof, the City covenants that the excess will be invested either (i) in Investment Property with a yield not exceeding the Yield on the Certificates, (ii) in assets that are not treated as Investment Property (e.g., Tax-Exempt Bonds), or (iii) in assets that satisfy the requirements for qualified yield reduction payments set forth in Treasury Regulations §1.148-5(c), subject to the limitation set forth in Treasury Regulations §1.148-10(b)(1)(ii). Section 8.6 Yield Reduction Payments. Bond Counsel has advised the City that, for purposes of determining the yield on the Investment Property, any amount paid to the United States in accordance with Treasury Regulations §1.148-5(c) (subject to the limitation set forth in Treasury Regulations §1.148-10(b)(1)(ii)) is treated as a payment for such Investment Property that reduces the yield on such Investment Property. Bond Counsel has further advised that Treasury Regulations §1.148-5(c) provides, inter alia, that (a) yield reduction payments are generally to be made at the same time and in the same manner as rebate payments are required to be paid or at such other time or in such other manner as the Commissioner of Internal Revenue may provide; and (b) yield reduction payments may be made with respect to Nonpurpose Investments allocable to Proceeds that qualified to be invested without restriction for a temporary period of three years as described in Section 8.1 or for a temporary period of one year as described in Section 8.2. ARTICLE IX REBATE REQUIREMENTS Section 9.1 Undertakings. Pursuant to the Certificate Ordinance, the City has covenanted to comply with certain requirements of the Code. The City acknowledges that the United States Department of the Treasury has issued regulations with respect to certain of these undertakings, including the proper method for computing whether any rebate amount is due the federal government under Section 148(f) of the Code (i.e., Treasury Regulations §§1.148-1 through 1.148-11, 1.150-1 and 1.150-2). The City further acknowledges that the United States Department of the Treasury may yet issue additional regulations with respect to certain other of these undertakings. The City covenants that it will undertake to determine what is required with respect to the rebate provisions contained in Section 148(f) of the Code and said regulations from time to time and will comply with any requirements that may apply to the Certificates. Except to the extent inconsistent with any requirements of the Code or future regulations, the City will undertake the methodology described in this Tax Certificate. Section 9.2 Recordkeeping. In order to facilitate the calculation of the Rebate Requirement, the City shall maintain or cause to be maintained detailed records with respect to each Nonpurpose Investment attributable to Gross Proceeds of the Certificates, including: (a) purchase date, (b) purchase price, (c) information establishing fair market value on the date such investment became a Nonpurpose Investment, (d) any accrued interest paid, (e) face amount, 9 36996342v.2 (f) coupon rate, (g) periodicity of interest payments, (h) disposition price, (i) any accrued interest received, and (j) disposition date. Section 9.3 Investments and Dispositions. The City will not acquire any Investment Property with Gross Proceeds of the Certificates for an amount (including transaction costs, except as otherwise provided in Treasury Regulations §1.148-5(e)) in excess of the fair market value of such Investment Property. The City will not sell or otherwise dispose of any Investment Property for an amount (including transaction costs, except as otherwise provided in Treasury Regulations §1.148-5(e)) less than the fair market value of the Investment Property. The City will determine the fair market value of investments in accordance with the rules set forth in Appendix D. Section 9.4 Segregation of Proceeds. In order to perform the calculations required by the Code, the City covenants to track separately all Gross Proceeds of the Certificates and cause to be established separate accounts or subaccounts to account fully for all Gross Proceeds of the Certificates. Section 9.5 Rebate Requirement Calculation and Payment. (a) The City will prepare or cause to be prepared a calculation of the Rebate Requirement consistent with the rules described in this Section 9.5. The City will complete the calculation of the Rebate Requirement within 60 days after the close of the fifth Certificate Year and after the first date on which there are no outstanding Certificates. (b) Bond Counsel has advised the City that, for purposes of calculating the Rebate Requirement, (i) the aggregate amount earned with respect to a Nonpurpose Investment shall be determined by assuming that the Nonpurpose Investment was acquired for an amount equal to its fair market value (determined as provided in Treasury Regulations §1.148-5(d)(6), as applicable) at the time it becomes a Nonpurpose Investment, and (ii) the aggregate amount earned with respect to any Nonpurpose Investment shall include any unrealized gain or loss with respect to the Nonpurpose Investment (based on the assumed purchase price at fair market value and adjusted to take into account amounts received with respect to the Nonpurpose Investment and earned original issue discount or premium) on the first date when there are no outstanding Certificates or when the investment ceases to be a Nonpurpose Investment. (c) The City shall pay to the United States Department of the Treasury not later than 60 days after the end of the fifth Certificate Year and each succeeding fifth Certificate Year, an amount equal to 90% and, not later than 60 days after the first date when there are no outstanding Certificates, an amount equal to 100% of the Rebate Requirement (determined as of the end of the immediately preceding Certificate Year), all as set forth in Treasury Regulations §1.148-3. (d) Each payment required to be made pursuant hereto shall be filed with the Internal Revenue Service Center, Ogden, Utah 84201, on or before the date such payment is due, and shall be accompanied by Form 8038-T. The City shall retain records of the calculations required by this Section 9.5 until three years after the retirement of the last of the Certificates. Section 9.6 Exceptions from Rebate Requirement. Notwithstanding the foregoing provisions relating to the Rebate Requirement, the City shall not be required to calculate or pay 10 36996342v.2 the Rebate Requirement to the extent the Gross Proceeds of the Certificates are held or expended in a manner that satisfies one of the exceptions to the Rebate Requirement described below and the Proceeds are exempt from the Rebate Requirement under the particular exception. (a) Bona Fide Debt Service Fund Exception. The Bona Fide Debt Service Fund(s) will be exempted from the Rebate Requirement to the extent that the provisions of Section 6.2 hereof are satisfied for any Certificate Year. (b) Exceptions for Project Fund and Costs of Issuance. Gross Proceeds of the Certificates used to pay costs of the Project and costs of issuance of the Certificates will be exempted to the extent that they meet one of the spending exceptions to rebate described in Appendix C attached hereto. The City makes the following elections with respect to the Two- Year Expenditure Rule described in Appendix C attached hereto: (i) For purposes of determining whether the Certificates constitute a “construction issue” (as defined in Section 148(f)(4)(C)(iv) of the Code), the City elects to make such determinations based on actual facts instead of the City’s reasonable expectations. (ii) For purposes of determining the amount of future earnings earned on Available Construction Proceeds as of the end of the first three spending periods as described in Appendix C, the City elects to make such determinations based on actual facts instead of the City’s reasonable expectations. (iii) To the extent that Proceeds of the Certificates are to be used for construction expenditures, the City does not elect to treat the Certificates as two separate issues for purposes of Section 148 of the Code (i.e., a construction issue and a non-construction issue). Section 9.7 Filing Requirements. The City will file or cause to be filed such reports or other documents with the Internal Revenue Service as are required by the Code. Section 9.8 Calculation of Rebate and Retention of Rebate Analyst. The City has assumed full responsibility for the rebate calculation requirement and payment. The City acknowledges that Jackson Walker LLP shall have no responsibility for any arbitrage rebate calculations, reporting requirements or payments that may be required to be made with respect to the Certificates. ARTICLE X OTHER TAX REQUIREMENTS Section 10.1 Registered Form. The Certificates are being issued in registered form. Section 10.2 No Federal Guarantee. The City will not directly or indirectly use or permit the use of any Proceeds or any other funds of the City or any related party or take or omit to take any action that would cause the Certificates to be obligations that are “federally guaranteed” within the meaning of Section 149(b) of the Code. In furtherance of this covenant, the City will not allow the payment of principal or interest with respect to the Certificates to be guaranteed (directly or indirectly) in whole or in part by the United States or any agency or instrumentality thereof. Except 11 36996342v.2 as provided in the next sentence, the City will not use 5% or more of the Proceeds to make or finance loans the payment of principal or interest with respect to which is guaranteed in whole or in part by the United States or any agency or instrumentality thereof, nor will it invest 5% or more of the Proceeds in federally insured deposits or accounts. The preceding sentence shall not apply to: (a) investments in the Project Fund and investments allocable to Proceeds for the payment of the costs of issuing the Certificates during the temporary period described in Section 8.1 of this Tax Certificate; (b) investments in the Bona Fide Debt Service Funds; (c) investments in obligations issued by the United States Department of Treasury. Section 10.3 Information Reporting. The City will cause a properly completed and executed IRS Form 8038-G to be filed with respect to the Certificates no later than February 15, 2023. Section 10.4 No Hedge Bonds. The City reasonably expects that more than 85% of Net Sale Proceeds will be expended for the governmental purposes of the Certificates before August 10, 2026. In addition, the City will not invest more than 50% of Proceeds in Nonpurpose Investments that have a substantially guaranteed yield for four years or more. The payment of legal and underwriting costs associated with issuance of the Certificates is not contingent, and the City will cause at least 95% of all legal and underwriting costs associated with issuance of the Certificates to be paid no later than 180 days after the Closing Date. ARTICLE XI RECORD RETENTION AND OTHER MATTERS Section 11.1 Retention of Records. The City covenants to maintain all records relating to the requirements of the Code and the representations, certifications and covenants set forth in this Tax Certificate until the date four years after the last outstanding Certificate has been retired. If any of the Certificates are refunded or prepaid by other tax-exempt obligations (the “Refunding Obligations”), the City covenants to maintain all records required to be retained by this Section 11.1 until the later of the date four years after the last outstanding Certificates have been retired or the date three years after the last Refunding Obligations have been retired. The records that must be retained include, but are not limited to: (a) basic records and documents relating to the Certificates (including the Certificate Ordinance, this Tax Certificate and the opinion of Bond Counsel); (b) documentation evidencing the expenditure of Proceeds; (c) documentation evidencing the use of the Project by public and private sources (i.e., copies of management contracts, research agreements, leases, etc.); 12 36996342v.2 (d) documentation evidencing all sources of payment or security for the Certificates; and (e) documentation pertaining to any investment of Proceeds (including the purchase and sale of securities, SLGS subscriptions, yield calculations for each class of investments, actual investment income received from the investment of proceeds, guaranteed investment contracts, and rebate calculations). Section 11.2 Amendments. Notwithstanding any other provision of this Tax Certificate, the City may amend this Tax Certificate and thereby alter any actions allowed or required by this Tax Certificate if such amendment is signed by an authorized officer and is supported by an opinion of counsel to the effect that such action (or inaction) will not adversely affect the exclusion of interest on the Certificates from gross income for purposes of federal income taxation. Section 11.3 Survival of Defeasance. Notwithstanding any provision in this Tax Certificate or the Certificate Resolution to the contrary, the obligation to remit the Rebate Requirement, if any, to the United States Department of the Treasury and to comply with all other requirements contained in this Tax Certificate shall survive defeasance of the Certificates. Appendix A-1 36996342v.2 APPENDIX A DEFINITIONS Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in the Certificate Ordinance. Unless the context otherwise requires, the following capitalized terms have the following meanings: “Adjusted Gross Proceeds” means Gross Proceeds, adjusted as set forth in Treasury Regulations §1.148-7(c)(3). Thus, Adjusted Gross Proceeds generally means Gross Proceeds, less Gross Proceeds held in the Bona Fide Debt Service Funds. “Available Construction Proceeds” means all Sale Proceeds (reduced by costs of issuing the Certificates financed from such Sale Proceeds) of the Certificates, plus all Investment Proceeds earned or reasonably expected to be earned thereon, before the earlier of two years after the Closing Date or substantial completion of Project construction. “Bona Fide Debt Service Funds” means the Debt Service Fund and those accounts, if any, identified in Section 6.2 of this Tax Certificate. “Certificate Year” means the period beginning on the Closing Date and ending on August 10, 2024 (or on an earlier date selected by the City in accordance with Treasury Regulations §1.148-1(b)), and each successive one-year period thereafter. The last Certificate Year will end on the last day on which any Certificate is outstanding for Federal tax purposes. “Closing Date” means August 10, 2023. “Code” means the Internal Revenue Code of 1986 (including amendments thereto). “Financial Advisor” means Government Capital Securities Corporation. “Governmental Unit” means any State, or political subdivision of a State, but excludes the United States and its agencies or instrumentalities. “Gross Proceeds” has the meaning used in Treasury Regulations §1.148-1(b), and generally means all proceeds derived from or relating to the Certificates, including Sale Proceeds, Investment Proceeds, and other amounts expected to be used to pay debt service on the Certificates. “Investment Proceeds” means earnings received from investing and reinvesting Sale Proceeds and from investing and reinvesting such earnings. “Investment Property” means any security or obligation, any annuity contract, or any other investment-type property, but does not include any Tax-Exempt Bond unless such obligation is a “specified private activity bond” within the meaning of Section 57(a)(5)(C) of the Code. “Minor Portion” has the meaning used in Section 148(e) of the Code, which permits arbitrage of the lesser of $100,000 or 5% of the Sale Proceeds. “Net Sale Proceeds” has the meaning set forth in Section 3.1 of this Tax Certificate. Appendix A-2 36996342v.2 “Nongovernmental Person” means any person or entity other than a Governmental Unit. “Nonpurpose Investment” means any Investment Property in which Gross Proceeds of the Certificates are invested. “Opinion of Bond Counsel” means a written opinion of nationally-recognized bond counsel, delivered to the City, to the effect that interest on the Certificates will not be included in gross income for federal income tax purposes. “Preliminary Expenditures” means architectural, engineering, surveying, soil testing, costs of issuing the Certificates, and similar costs paid with respect to the Project in an aggregate amount not exceeding 20% of the amount of Sale Proceeds allocated to each separate item or asset that comprises the Project. Preliminary Expenditures do not include land acquisition, site preparation or similar costs incident to the commencement of construction. “Proceeds” means, collectively, Sale Proceeds and Investment Proceeds. “Qualified User” means any state or local governmental unit as defined in Treasury Regulations §1.103-1 and any instrumentality thereof. The term “Qualified User” does not include the United States or any agency or instrumentality thereof. “Rebate Requirement” means the amount of rebatable arbitrage computed as of the last day of any Certificate Year pursuant to Treasury Regulations §1.148-3. “Sale Proceeds” has the meaning set forth in Section 3.1 of this Tax Certificate. “Tax-Exempt Bond” means any obligation the interest on which is excluded from gross income for federal income tax purposes pursuant to Section 103 of the Code or Section 103 of the Internal Revenue Code of 1954, as amended (the “1954 Code”), and Title XIII of the Tax Reform Act of 1986, as amended, as well as stock in a regulated investment company to the extent at least 95% of income to the stockholder is treated as interest that is excludable from gross income under Section 103 of the Code. “Yield” means that discount rate described in Section 7.1 of this Tax Certificate. Appendix B-1 36996342v.2 APPENDIX B MANAGEMENT CONTRACT GUIDELINES A Management Contract that relates to the use or operation of the Project by one or more Service Providers, will satisfy the Guidelines if the requirements of each of the following subsections is satisfied: (a) Fees-General Requirements. The payments to the Service Provider under the Management Contract must be reasonable compensation for the services provided. (b) No Net Profits Arrangements. The Management Contract must not provide to the Service Provider a share of net profits from the operation of the Project. Compensation to the Service Provider will not be treated as providing a share of net profits if no element of the compensation takes into account, or is contingent upon, either the Project’s net profits or both the Project’s revenues and expenses for any fiscal period. For this purpose, the elements of the compensation are the eligibility for, the amount of, and the timing of the payment of the compensation. Further, solely for purposes of determining whether the amount of the compensation meets the requirements of this paragraph (b), any reimbursements of actual and direct expenses paid by the Service Provider to Unrelated Parties are disregarded as compensation. Incentive compensation will not be treated as providing a share of net profits if the eligibility for the incentive compensation is determined by the Service Provider’s performance in meeting one or more standards that measure quality of services, performance, or productivity, and the amount and the timing of the payment of the compensation meet the requirements of this paragraph (b). (c) No Bearing of Net Losses. The Management Contract must not, in substance, impose upon the Service Provider the burden of bearing any share of net losses from the operation of the Project. However, an arrangement will not be treated as requiring the Service Provider to bear a share of net losses if: (A) the determination of the amount of the Service Provider’s compensation and the amount of any expenses to be paid by the Service Provider (and not reimbursed), separately and collectively, do not take into account either the Project’s net losses or both the Project’s revenues and expenses for any fiscal period, and (B) the timing of the payment of compensation is not contingent upon the Project’s net losses. For example, a Service Provider whose compensation is reduced by a stated dollar amount (or one of multiple stated dollar amounts) for failure to keep the Project’s expenses below a specified target (or one of multiple specified targets) will not be treated as bearing a share of net losses as a result of this reduction. (i) Certain Types of Compensation not Treated as Requiring a Service Provider to Bear a Share of Net Loss. Regardless of whether the Service Provider pays expenses with respect to the operation of the Project without reimbursement by the City, compensation for services will not be treated as requiring the Service Provider to bear a share of net losses if the compensation is: (i) solely based on a Capitation Fee, a Periodic Fixed Fee or a Per-Unit fee, or (ii) incentive compensation as described in paragraph (b) of this Tax Certificate or (iii) any combination of clause (i) or (ii) of this subparagraph (c)(1). (ii) Deferred Compensation not Treated as Contingent on Net Losses. Deferral of compensation to the Service Provider due to insufficient net cash flows from the operation of Appendix B-2 36996342v.2 the Project will not be treated as contingent upon net losses if the contract including the following requirements that (1) The compensation is payable at least annually (2) The Qualified User is subject to reasonable consequences for late payment, such as reasonable interest charges or late payment fees. (3) The Qualified User will pay the deferred compensation (with interest or late payment fees) no later than the end of five years after the original due date of the payment (d) Contract Term. The term of the Management Contract, including renewal options, is not longer than the lesser of 30 years or 80% of the reasonably expected useful life of the financed property. (e) Control of Project. The Management Contract requires the Qualified User to approve: (i) The annual budget of the Project; (ii) Capital expenditures with respect to the Project (for this purpose, a Qualified User may show approval of capital expenditures for the Project by approving an annual budget for capital expenditures described by functional purpose and specific maximum amounts); (iii) Each disposition of property that is part of the Project; (iv) Rates charged for use of the Project (for this purpose, a Qualified User may show approval of rates charged for use of the managed property be either expressly approving such rates (or the methodology for setting such rates) or by including in the Service Contract a requirement that the Service Provider charge rates that are reasonable and customary as specifically determined by an independent third party); and (v) The general nature and type of use of the Project (for example, the type of services). (i) The Qualified User bears the risk of loss upon damage or destruction of the Project (for example, upon force majeure). A Qualified User does not fail to meet this risk of loss requirement as a result of insuring against risk of loss through a third party or imposing upon the Service Provider a penalty for failure to operate the Project in accordance with the standards set forth in the Service Contract. (ii) The Service Provider must agree that it is not entitled to and will not take any tax position that is inconsistent with being a Service Provider to the Qualified User with respect to the Project. Appendix B-3 36996342v.2 (f) Prohibited Relationships. The Service Provider may not have a role or relationship with the Qualified User that, in effect, substantially limits the ability of the Qualified User to exercise its rights, including cancellation rights, under the Service Contract. Accordingly: (i) Not more than 20% of the voting power of the governing body of the Qualified User in the aggregate may be vested in the Service Provider and its directors, officers, shareholders, partners, members and employees. (ii) The governing body of the Qualified User does not include the chief executive officer of the Service Provider or the chairperson (or equivalent executive) of the Service Provider’s governing body. (iii) The chief executive officer of the Service Provider is not the chief executive officer of the Qualified User or any related person (with the meaning of Treasury Regulations §1.150-1(b)) to the Qualified User. (iv) For purposes of this subparagraph (iv), the phrase Service Provider includes Related Persons and the phrase “chief executive officer” includes a person with equivalent management responsibilities. Appendix C-1 36996342v.2 APPENDIX C EXCEPTIONS TO REBATE Notwithstanding the provisions relating to the Rebate Requirement for the Certificates set forth in the Tax Certificate, the City shall not be required to calculate or pay the Rebate Requirement to the extent the Gross Proceeds of the Certificates are expended in a manner that satisfies one of the exceptions to the Rebate Requirement described in this Appendix C and the Proceeds are exempt from the Rebate Requirement under the particular exception. ARTICLE I SPENDING EXCEPTIONS TO REBATE Section 1.1 Two-Year Expenditure Rule. The City shall not be required to calculate the Rebate Requirement with respect to Available Construction Proceeds if the requirements of Section 148(f)(4)(C) of the Code (the “Two-Year Expenditure Rule”) are satisfied. The Rebate Requirement must be calculated and paid with respect to Proceeds that do not constitute Available Construction Proceeds and that do not satisfy any other available rebate exception. (a) Eligibility. The City will be eligible for the Two-Year Expenditure Rule only if the following requirements are met: (a) the Certificates are not private activity bonds (as such term is defined in Section 141(a) of the Code), or are qualified Section 501(c)(3) bonds (as defined in Section 145 of the Code) or private activity bonds the Proceeds of which will be used to finance property owned by a governmental unit or an entity described in Section 501(c)(3) of the Code; (b) the City reasonably expects that at least 75% of the Available Construction Proceeds of the Certificates will be used for construction expenditures (including the costs of reconstruction and rehabilitation of the facilities financed with the Proceeds of the Certificates, but excluding the costs of acquisition of such facilities) with respect to property owned by a governmental unit or an entity described in Section 501(c)(3) of the Code; and (c) the spend-down schedule referred to in Section 1.1(b) of this Appendix C is satisfied. (b) Spend-Down Schedule. The City must spend the Available Construction Proceeds of the Certificates for the construction expenditures in accordance with the following amounts and time periods beginning on the Closing Date of the Certificates: (a) at least 10% of such Available Construction Proceeds within six months, (b) at least 45% of such Available Construction Proceeds within twelve months, (c) at least 75% of such Available Construction Proceeds within eighteen months, and (d) 100% of such Available Construction Proceeds within twenty-four months. For purposes of determining compliance with the spending requirements as of the end of each of the first three spending periods described above, Available Construction Proceeds shall include the amount of future earnings that the City reasonably expects to earn as of the Closing Date of the Certificates. The City will not fail to satisfy the spending requirement for the fourth spending period if the City holds unspent Available Construction Proceeds for a period not exceeding three (3) years from the Closing Date of the Certificates as “reasonable retainage” required or permitted by construction contracts with respect to the construction projects. For example, a reasonable retainage may include a retention to ensure or promote compliance with a construction contract in circumstances in which the retained amount is not yet payable, or in which the City reasonably determines that a dispute exists regarding completion or payment. If the above described spending requirements are satisfied and the Proceeds used to finance Costs of Issuance Appendix C-2 36996342v.2 are expended by the end of the fourth spending period, Proceeds allocable to financing the Costs of Issuance shall be treated as having satisfied the Rebate Requirement. Section 1.2 Eighteen-Month Expenditure Rule. The City shall not be required to calculate the Rebate Requirement with respect to Eligible Gross Proceeds of the Certificates if the requirements of Treasury Regulation §1.148-7(d) (the “Eighteen-Month Expenditure Rule”) are satisfied. (a) Eligibility. The City will be eligible for the Eighteen-Month Expenditure Rule only if the following requirements are met: (a) the Eligible Gross Proceeds of the Certificates are expended for the governmental purposes of the issue in accordance with the spend-down schedule referred to in Section 1.2(b) of this Appendix C, and (b) all of the Eligible Gross Proceeds of the Certificates qualify for an initial three (3) year temporary period (as described in Treasury Regulation §1.148-2(e)(2)). (b) Spend-Down Schedule. The City must spend the Eligible Gross Proceeds of the Certificates for the governmental purposes of the issue in accordance with the following amounts and time periods beginning on the Closing Date of the Certificates: (a) at least 15% of such Eligible Gross Proceeds of the Certificates within six months, (b) at least 60% of such Eligible Gross Proceeds of the Certificates within twelve months, and (c) 100% of such Eligible Gross Proceeds of the Certificates within Eighteen-Months. For purposes of determining compliance with the first and second spending periods described above, the amount of Investment Proceeds included in Eligible Gross Proceeds of the Certificates is determined based on the City’s reasonable expectations based as of the Closing Date of the Certificates. The City will not fail to satisfy the spending requirement for the third spending period if the City holds Eligible Gross Proceeds of the Certificates for a period not to exceed thirty (30) months from the Closing Date of the Certificates as “reasonable retainage” required or permitted to be retained for reasonable business purposes relating to the property financed with the Proceeds. The Eighteen-Month Exception Rule is not available for any portion of the Certificates that is treated as meeting the Two-Year Expenditure Rule described in Section 1.1 of this Appendix C. Section 1.3 De Minimis Rule For Purposes of the Two-Year Expenditure Rule and Eighteen-Month Expenditure Rule. Any failure to satisfy the final spending requirements of the Eighteen-Month Expenditure Rule or the Two-Year Expenditure Rule is disregarded if the City exercises due diligence to complete the projects for which the Certificates was issued and the amount of the failure does not exceed the lesser of 3% of the issue price of the Certificates or $250,000. Section 1.4 Six-Month Expenditure Rule. Pursuant to Section 148(f)(4)(B) of the Code (the “Six-Month Expenditure Rule”), if on or before the date six (6) months after the Closing Date of the Certificates the Eligible Gross Proceeds of the Certificates are expended for the purposes for which such Certificates are issued, no rebate calculations and no rebate payment will need to be made with respect to Eligible Gross Proceeds of the Certificates. Section 1.5 Expenditures for Governmental Purposes of the Issue. For purposes of the Two-Year Expenditure Rule, the Eighteen-Month Expenditure Rule and the Six-Month Appendix C-3 36996342v.2 Expenditure Rule, the payment of interest on the Certificates (but not principal) shall constitute an expenditure of Proceeds of the Certificates. Appendix D-1 36996342v.2 APPENDIX D FAIR MARKET VALUE OF INVESTMENT PROPERTY In general, the fair market value of any Investment Property is the price at which a willing buyer would pay to a willing seller to acquire the Investment Property, with no amounts paid to artificially reduce or increase the yield on such Investment Property. Other methods may be used, however, to establish fair market value provided, however, that such methods comply with the requirements of Treasury Regulations §1.148-5. (a) If Investment Property is acquired pursuant to an arm’s-length transaction without regard to any amount paid to reduce the yield on the Investment Property, the fair market value of the Investment Property shall be the amount paid for the Investment Property (without increase for transaction costs, except as otherwise provided in Treasury Regulations §1.148-5(e)(2)). (1) If Investment Property is sold or otherwise disposed of in an arm’s-length transaction without regard to any reduction in the disposition price to reduce the Rebate Requirement, the fair market value of the Investment Property shall be the amount realized from the sale or other disposition of the Investment Property (without reduction for transaction costs, except as otherwise provided in Treasury Regulations §1.148-5(e)(2)). (2) If a United States Treasury obligation is acquired directly from or disposed of directly to the United States Department of the Treasury (as in the case of United States Treasury Securities - State and Local Government Series obligations), such acquisition or disposition shall be treated as establishing a market for the obligation and as establishing the fair market value of the obligation. (b) Investment Contracts. The purchase price of any Investment Property acquired pursuant to an investment contract (within the meaning of Treasury Regulations §1.148-1(b)) shall be determined as provided in Treasury Regulations §1.148-5. No investment contract shall be acquired with Gross Proceeds of the Certificates unless the requirements of this paragraph are satisfied. With respect to any investment contract, the City will obtain from any provider of the investment contract, broker thereof or other party, such information, certification or representation as will enable the City to determine that these requirements are satisfied. (1) General Rule. Pursuant to Treasury Regulations §1.148-5, the purchase price of an investment contract will be considered to be fair market value if: (i) the City makes (or has made on its behalf) a bona fide written solicitation for the investment contract, timely forwarded to potential providers, the solicitation specifies all the material terms of the investment contract (i.e., all the terms that could directly or indirectly affect the yield or the cost of the investment), the solicitation has a legitimate business purpose (i.e., a purpose other than to increase the purchase price or reduce the yield) for every term of the bid specification and the terms of the solicitation take into account the issuer’s reasonably expected deposit and drawdown schedule for the amounts to be received; (ii) all bidders have an equal opportunity to bid so that, for example, no bidder is given the opportunity to review other bids (a last look) before bidding; Appendix D-2 36996342v.2 (iii) the City solicits bids from at least three (3) investment contract providers with established industry reputations as competitive providers of investment contracts; (iv) the City includes in the bid specifications a statement to potential bidders that by submitting a bid, the provider is making certain representations that the bid is bona fide, and specifically that (A) the bidder did not consult with any other potential provider about its bid, (B) the bid was determined without regard to any other formal or informal agreement that the potential provider had with the issuer or any other person, and (C) the bid was not submitted solely as a courtesy to the issuer or any other person for purposes of satisfying the requirements of Treasury Regulations §1.148-5; (v) the City receives at least three (3) bids from providers that did not have a material financial interest in the issue (the following investment contract providers are considered to have a material financial interest in the issue: (A) a lead underwriter in a negotiated underwriting, but only until 15 days after the Closing Date of the issue, (B) an entity acting as a financial advisor with respect to the purchase of the investment contract at the time the bid specifications were forwarded to potential providers; and (C) any related party to a provider that is disqualified for one of the two preceding reasons); (vi) at least one (1) of the bids received by the City that meets the requirements of the preceding paragraph is from an investment contract provider with an established industry reputation as a competitive provider of investment contracts; (vii) if an agent for the City conducts the bidding process, the agent does not bid; (viii) the winning bid is the highest yielding bona fide bid (determined net of any broker’s fees); and (ix) the provider of the investment contract certifies as to all administrative costs to be paid on behalf of the City, including any fees paid as broker commissions in connection with the investment contract. (2) Brokers’ Compensation. For purposes of computing the yield on any investment contract acquired through a broker, any compensation received by such broker, whether payable by or on behalf of the obligor or obligee of such investment contract may be taken into account in determining the cost of the investment contract to the extent that the amount of the fee the City treats as a “qualified administrative cost” (within the meaning of Treasury Regulations §1.148-5(e)(2)(iii)): (i) is, in the Opinion of Bond Counsel, “reasonable” (within the meaning of Treasury Regulations §1.148-5(e)(2)(i)), or (ii) does not exceed the lesser of: (a) $46,000 and (b) 0.2% of the amount of Gross Proceeds of the Certificates that the City reasonably expects, as of date the investment contract is acquired, to be deposited in the investment contract over the term of the investment contract (i.e., the “computational base” within the meaning of Treasury Regulations §1.148-5(e)(2)(iii)(B)(2)(i)) or, if more, $5,000; and with respect to the Certificates, the City does not treat as qualified administrative costs more than $130,000 in brokers’ commissions or similar fees with respect to all investment contracts and investments for yield restricted defeasance escrows purchased with Gross Proceeds of the Certificates. The dollar Appendix D-3 36996342v.2 amounts specified in this paragraph are subject to the cost-of-living adjustment provided in Treasury Regulations §1.148-5(e)(2)(iii)(B). (c) Certificates of Deposit. The fair market value of a certificate of deposit that has a fixed interest rate, a fixed principal payment schedule, and a substantial penalty for early withdrawal shall be determined as provided in this paragraph. The fair market value of a certificate of deposit that does not have the foregoing attributes may be determined by reference to the bona fide bid price quoted by a dealer who maintains an active secondary market in such certificate of deposit. The purchase price of a certificate of deposit will be considered to be fair market value if: (1) the yield on the certificate of deposit is not less than the yield on reasonably comparable direct obligations of the United States; and (2) the yield on the certificate of deposit is not less than the highest published yield of the provider thereof that is currently available on comparable certificates of deposit offered to the public. Exhibit A-1 36996342v.2 EXHIBIT A CITY OF SANGER, TEXAS CERTIFICATES OF OBLIGATION, SERIES 2023B CERTIFICATE OF UNDERWRITERS The undersigned, on behalf of Raymond James & Associates, Inc., which acted as the lead underwriter (the “Representative”) of the underwriting group (the “Underwriting Group”), hereby certifies as set forth below with respect to the sale and issuance of the Certificates of Obligation, Series 2023B (the “Certificates”) by the City of Sanger, Texas (the “City”). 1. Sale of the Certificates. As of the date of this certificate, for each Maturity of the Certificates, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule A. A copy of the pricing wire or equivalent communication for the Certificates is attached to this certificate as Schedule B. 2. Issue Price. The issue price of the Certificates is $5,097,595.80. The Certificates were issued without pre-issuance accrued interest. 3. Defined Terms. (a) Maturity means Certificates with the same credit and payment terms. Certificates with different maturity dates, or Certificates with the same maturity date but different stated interest rates, are treated as separate maturities. (b) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than the Underwriter or a related party to the Underwriter. The term “related party” means any entity if an Underwriter and such entity are subject, directly or indirectly, to (i) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profit interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other). (c) Underwriter means (i) any person that agrees pursuant to a written contract with the City (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Certificates to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Certificates to the Public (including a member of a selling group or a party to a third-party distribution agreement participating in the initial sale of the Certificates to the Public). Exhibit A-3 36996342v.2 SCHEDULE A SALE PRICES OF THE CERTIFICATES Exhibit A-4 36996342v.2 SCHEDULE B PRICING WIRE Exhibit B-1 36996342v.2 EXHIBIT B CITY OF SANGER, TEXAS CERTIFICATES OF OBLIGATION, SERIES 2023B CERTIFICATE OF FINANCIAL ADVISOR The undersigned hereby certifies with respect to the sale by the City of Sanger, Texas (the “City”) of its Certificates of Obligation, Series 2023B (the “Certificates”), as follows: 1. The undersigned is a duly authorized representative of Government Capital Securities Corporation, the financial advisor (the “Financial Advisor”) to the City in connection with the sale and delivery of the Certificates. In this capacity, the undersigned is familiar with the facts stated herein. 2. The term “yield” shall have the meaning ascribed to it in Section 148(h) of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. In the case of the Certificates, the term “yield” means that interest rate which when used as a discount factor in computing the present value as of the date hereof of all scheduled payments of principal of and interest on the Certificates produces an amount equal to the issue price of the Certificates, plus pre-issuance accrued interest. No underwriters’ discount, issuance costs, or costs of carrying or repaying the Certificates has been taken into account for purposes of computing the yield on the Certificates. For purposes hereof, yield shall be calculated on the basis of a 360-day year with interest compounded semi-annually. The yield on the Certificates, calculated in this manner and based on an amount equal to the issue price of the Certificates of $5,097,595.80, as set forth in the Certificate of Underwriters, attached as Appendix A, is 4.085064%. 3. The weighted average maturity of the Certificates is 20.4028 years. The weighted average maturity is the sum of the products of the issue price of each group of identical Certificates and the number of years to maturity (determined separately for each group of identical Certificates and taking into account mandatory redemptions), divided by the aggregate sale proceeds of the Certificates. Exhibit B-2 36996342v.2 The Financial Advisor hereby authorizes the City to rely on the statements made herein in connection with making the representations set forth in the Federal Tax Certificate to which this Certificate is attached and in connection with compliance by the City with the provisions of the Code regarding the exclusion from gross income of the interest on the Certificates. Further, we hereby authorize Jackson Walker LLP, Houston, Texas, Bond Counsel to the City, to rely on the statements made herein in connection with its opinion that interest on the Certificates is excludable from gross income for federal income tax purposes and the preparation of Internal Revenue Service Form 8038-G. EXECUTED and DELIVERED as of and on August 10, 2023. GOVERNMENT CAPITAL SECURITIES CORPORATION By: Name: Ted Christensen Title: President Exhibit C-1 36996342v.2 EXHIBIT C IRS FORM 8038-G [See attached] Form 8038-G (Rev. October 2021) Department of the Treasury Internal Revenue Service Information Return for Tax-Exempt Governmental Bonds a Under Internal Revenue Code section 149(e) a See separate instructions. Caution: If the issue price is under $100,000, use Form 8038-GC. a Go to www.irs.gov/F8038G for instructions and the latest information. OMB No. 1545-0047 Part I Reporting Authority Check box if Amended Return a 1 Issuer’s name 2 Issuer’s employer identification number (EIN) 3a Name of person (other than issuer) with whom the IRS may communicate about this return (see instructions)3b Telephone number of other person shown on 3a 4 Number and street (or P.O. box if mail is not delivered to street address)Room/suite 5 Report number (For IRS Use Only) 3 6 City, town, or post office, state, and ZIP code 7 Date of issue 8 Name of issue 9 CUSIP number 10a Name and title of officer or other employee of the issuer whom the IRS may call for more information 10b Telephone number of officer or other employee shown on 10a Part II Type of Issue (Enter the issue price.) See the instructions and attach schedule. 11 Education ..............................11 12 Health and hospital ..........................12 13 Transportation ............................13 14 Public safety .............................14 15 Environment (including sewage bonds) ....................15 16 Housing ..............................16 17 Utilities ..............................17 18 Other. Describe a 18 19 a If bonds are TANs or RANs, check only box 19a ............... a b If bonds are BANs, check only box 19b .................. a 20 If bonds are in the form of a lease or installment sale, check box ......... a Part III Description of Bonds. Complete for the entire issue for which this form is being filed. 21 (a) Final maturity date (b) Issue price (c) Stated redemption price at maturity (d) Weighted average maturity (e) Yield $ $ years % Part IV Uses of Proceeds of Bond Issue (including underwriters’ discount) 22 Proceeds used for accrued interest .....................22 23 Issue price of entire issue (enter amount from line 21, column (b)) ...........23 24 Proceeds used for bond issuance costs (including underwriters’ discount) 24 25 Proceeds used for credit enhancement ............25 26 Proceeds allocated to reasonably required reserve or replacement fund .26 27 Proceeds used to refund prior tax-exempt bonds. Complete Part V . . .27 28 Proceeds used to refund prior taxable bonds. Complete Part V ....28 29 Total (add lines 24 through 28) .......................29 30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) . . .30 Part V Description of Refunded Bonds. Complete this part only for refunding bonds. 31 Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded . . . a years 32 Enter the remaining weighted average maturity of the taxable bonds to be refunded ....a years 33 Enter the last date on which the refunded tax-exempt bonds will be called (MM/DD/YYYY) . . a 34 Enter the date(s) the refunded bonds were issued a (MM/DD/YYYY) For Paperwork Reduction Act Notice, see separate instructions.Cat. No. 63773S Form 8038-G (Rev. 10-2021) Sanger, Texas 76266 08/10/2023 City of Sanger, Texas Certificates of Obligation, Series 2023B N/A Kelly Edwards, City Secretary 940.458.7930 5,097,595.80 08/01/2053 5,097,595.80 5,025,000.00 20.4028 4.0851 0.00 5,097,595.80 97,595.80 0.00 0.00 0.00 0.00 97,595.80 5,000,000.00 N/A N/A N/A N/A City of Sanger, Texas 76-6000661 502 Elm Street Exhibit D-1 36996342v.2 EXHIBIT D PRICING NUMBERS [See attached] Jul 24, 2023 11:02 am Prepared by Raymond James (Finance 8.800 Sanger, City of:200720-5MM) TABLE OF CONTENTS City of Sanger, Texas Certificates of Obligation, Series 2023B Final Numbers Report Page Sources and Uses of Funds ............................1 Cost of Issuance .................................2 Underwriter's Discount ..............................3 Bond Summary Statistics .............................4 Bond Pricing ..................................5 Bond Debt Service ................................6 Aggregate Debt Service ..............................9 8038 Statistics Jul 24, 2023 11:02 am Prepared by Raymond James (Finance 8.800 Sanger, City of:200720-5MM) Page 1 SOURCES AND USES OF FUNDS City of Sanger, Texas Certificates of Obligation, Series 2023B Final Numbers Sources: Bond Proceeds: Par Amount 5,025,000.00 Net Premium 72,595.80 5,097,595.80 Uses: Project Fund Deposits: Project Fund 5,000,000.00 Delivery Date Expenses: Cost of Issuance 57,175.00 Underwriter's Discount 40,133.27 97,308.27 Other Uses of Funds: Additional Proceeds 287.53 5,097,595.80 Jul 24, 2023 11:02 am Prepared by Raymond James (Finance 8.800 Sanger, City of:200720-5MM) Page 2 COST OF ISSUANCE City of Sanger, Texas Certificates of Obligation, Series 2023B Final Numbers Cost of Issuance $/1000 Amount Financial Advisor 6.46766 32,500.00 Bond Counsel 1.99005 10,000.00 AG Fee 1.00000 5,025.00 S&P Rating 1.52239 7,650.00 Paying/Escrow Agent 0.09950 500.00 Misc Expenses 0.29851 1,500.00 11.37811 57,175.00 Jul 24, 2023 11:02 am Prepared by Raymond James (Finance 8.800 Sanger, City of:200720-5MM) Page 3 UNDERWRITER'S DISCOUNT City of Sanger, Texas Certificates of Obligation, Series 2023B Final Numbers Underwriter's Discount $/1000 Amount Average Takedown 5.00000 25,125.00 Mgmt Fee 1.00000 5,025.00 UW Counsel 0.99502 5,000.00 Texas MAC 0.17960 902.50 DTC 0.15920 800.00 CUSIP 0.07363 370.00 I-Deal (IPREO) 0.06490 326.12 IPREO Wire Charges 0.02507 126.00 IPREO Order Monitor 0.03150 158.29 IPREO Sales Tax 0.01002 50.36 Printing Costs 0.39801 2,000.00 Depository Compliance Mailing, Travel, Misc. 0.04975 250.00 7.98672 40,133.27 Jul 24, 2023 11:02 am Prepared by Raymond James (Finance 8.800 Sanger, City of:200720-5MM) Page 4 BOND SUMMARY STATISTICS City of Sanger, Texas Certificates of Obligation, Series 2023B Final Numbers Dated Date 08/10/2023 Delivery Date 08/10/2023 Last Maturity 08/01/2053 Arbitrage Yield 4.085064% True Interest Cost (TIC) 4.196686% Net Interest Cost (NIC) 4.186629% All-In TIC 4.282375% Average Coupon 4.217705% Average Life (years) 20.789 Duration of Issue (years) 13.578 Par Amount 5,025,000.00 Bond Proceeds 5,097,595.80 Total Interest 4,405,998.87 Net Interest 4,373,536.34 Total Debt Service 9,430,998.87 Maximum Annual Debt Service 347,056.26 Average Annual Debt Service 314,628.82 Underwriter's Fees (per $1000) Average Takedown 5.000000 Other Fee 2.986720 Total Underwriter's Discount 7.986720 Bid Price 100.646020 Par Average Average Bond Component Value Price Coupon Life 2033 Term Bonds 405,000.00 114.472 5.000% 9.000 2036 Term Bonds 470,000.00 112.430 5.000% 12.007 2039 Term Bonds 540,000.00 110.431 5.000% 15.012 2043 Term Bonds 835,000.00 99.318 4.000% 18.526 2048 Term Bonds 1,250,000.00 96.174 4.000% 23.055 2053 Term Bonds 1,525,000.00 96.902 4.125% 28.054 5,025,000.00 20.789 All-In Arbitrage TIC TIC Yield Par Value 5,025,000.00 5,025,000.00 5,025,000.00 + Accrued Interest + Premium (Discount) 72,595.80 72,595.80 72,595.80 - Underwriter's Discount -40,133.27 -40,133.27 - Cost of Issuance Expense -57,175.00 - Other Amounts Target Value 5,057,462.53 5,000,287.53 5,097,595.80 Target Date 08/10/2023 08/10/2023 08/10/2023 Yield 4.196686% 4.282375% 4.085064% Jul 24, 2023 11:02 am Prepared by Raymond James (Finance 8.800 Sanger, City of:200720-5MM) Page 5 BOND PRICING City of Sanger, Texas Certificates of Obligation, Series 2023B Final Numbers Maturity Premium Bond Component Date Amount Rate Yield Price (-Discount) Takedown 2033 Term Bonds: 08/01/2031 130,000 5.000% 2.950% 114.472 C 18,813.60 5.000 08/01/2032 135,000 5.000% 2.950% 114.472 C 19,537.20 5.000 08/01/2033 140,000 5.000% 2.950% 114.472 C 20,260.80 5.000 405,000 58,611.60 2036 Term Bonds: 08/01/2034 150,000 5.000% 3.220% 112.430 C 18,645.00 5.000 08/01/2035 155,000 5.000% 3.220% 112.430 C 19,266.50 5.000 08/01/2036 165,000 5.000% 3.220% 112.430 C 20,509.50 5.000 470,000 58,421.00 2039 Term Bonds: 08/01/2037 170,000 5.000% 3.490% 110.431 C 17,732.70 5.000 08/01/2038 180,000 5.000% 3.490% 110.431 C 18,775.80 5.000 08/01/2039 190,000 5.000% 3.490% 110.431 C 19,818.90 5.000 540,000 56,327.40 2043 Term Bonds: 08/01/2040 195,000 4.000% 4.050% 99.318 -1,329.90 5.000 08/01/2041 205,000 4.000% 4.050% 99.318 -1,398.10 5.000 08/01/2042 215,000 4.000% 4.050% 99.318 -1,466.30 5.000 08/01/2043 220,000 4.000% 4.050% 99.318 -1,500.40 5.000 835,000 -5,694.70 2048 Term Bonds: 08/01/2044 230,000 4.000% 4.250% 96.174 -8,799.80 5.000 08/01/2045 240,000 4.000% 4.250% 96.174 -9,182.40 5.000 08/01/2046 250,000 4.000% 4.250% 96.174 -9,565.00 5.000 08/01/2047 260,000 4.000% 4.250% 96.174 -9,947.60 5.000 08/01/2048 270,000 4.000% 4.250% 96.174 -10,330.20 5.000 1,250,000 -47,825.00 2053 Term Bonds: 08/01/2049 280,000 4.125% 4.310% 96.902 -8,674.40 5.000 08/01/2050 295,000 4.125% 4.310% 96.902 -9,139.10 5.000 08/01/2051 305,000 4.125% 4.310% 96.902 -9,448.90 5.000 08/01/2052 315,000 4.125% 4.310% 96.902 -9,758.70 5.000 08/01/2053 330,000 4.125% 4.310% 96.902 -10,223.40 5.000 1,525,000 -47,244.50 5,025,000 72,595.80 Dated Date 08/10/2023 Delivery Date 08/10/2023 First Coupon 02/01/2024 Par Amount 5,025,000.00 Premium 72,595.80 Production 5,097,595.80 101.444693% Underwriter's Discount -40,133.27 -0.798672% Purchase Price 5,057,462.53 100.646020% Accrued Interest Net Proceeds 5,057,462.53 Jul 24, 2023 11:02 am Prepared by Raymond James (Finance 8.800 Sanger, City of:200720-5MM) Page 6 BOND DEBT SERVICE City of Sanger, Texas Certificates of Obligation, Series 2023B Final Numbers Period Ending Principal Coupon Interest Debt Service 09/30/2024 211,629.85 211,629.85 09/30/2025 217,056.26 217,056.26 09/30/2026 217,056.26 217,056.26 09/30/2027 217,056.26 217,056.26 09/30/2028 217,056.26 217,056.26 09/30/2029 217,056.26 217,056.26 09/30/2030 217,056.26 217,056.26 09/30/2031 130,000 5.000% 217,056.26 347,056.26 09/30/2032 135,000 5.000% 210,556.26 345,556.26 09/30/2033 140,000 5.000% 203,806.26 343,806.26 09/30/2034 150,000 5.000% 196,806.26 346,806.26 09/30/2035 155,000 5.000% 189,306.26 344,306.26 09/30/2036 165,000 5.000% 181,556.26 346,556.26 09/30/2037 170,000 5.000% 173,306.26 343,306.26 09/30/2038 180,000 5.000% 164,806.26 344,806.26 09/30/2039 190,000 5.000% 155,806.26 345,806.26 09/30/2040 195,000 4.000% 146,306.26 341,306.26 09/30/2041 205,000 4.000% 138,506.26 343,506.26 09/30/2042 215,000 4.000% 130,306.26 345,306.26 09/30/2043 220,000 4.000% 121,706.26 341,706.26 09/30/2044 230,000 4.000% 112,906.26 342,906.26 09/30/2045 240,000 4.000% 103,706.26 343,706.26 09/30/2046 250,000 4.000% 94,106.26 344,106.26 09/30/2047 260,000 4.000% 84,106.26 344,106.26 09/30/2048 270,000 4.000% 73,706.26 343,706.26 09/30/2049 280,000 4.125% 62,906.26 342,906.26 09/30/2050 295,000 4.125% 51,356.26 346,356.26 09/30/2051 305,000 4.125% 39,187.50 344,187.50 09/30/2052 315,000 4.125% 26,606.26 341,606.26 09/30/2053 330,000 4.125% 13,612.50 343,612.50 5,025,000 4,405,998.87 9,430,998.87 Jul 24, 2023 11:02 am Prepared by Raymond James (Finance 8.800 Sanger, City of:200720-5MM) Page 7 BOND DEBT SERVICE City of Sanger, Texas Certificates of Obligation, Series 2023B Final Numbers Period Annual Ending Principal Coupon Interest Debt Service Debt Service 02/01/2024 103,101.72 103,101.72 08/01/2024 108,528.13 108,528.13 09/30/2024 211,629.85 02/01/2025 108,528.13 108,528.13 08/01/2025 108,528.13 108,528.13 09/30/2025 217,056.26 02/01/2026 108,528.13 108,528.13 08/01/2026 108,528.13 108,528.13 09/30/2026 217,056.26 02/01/2027 108,528.13 108,528.13 08/01/2027 108,528.13 108,528.13 09/30/2027 217,056.26 02/01/2028 108,528.13 108,528.13 08/01/2028 108,528.13 108,528.13 09/30/2028 217,056.26 02/01/2029 108,528.13 108,528.13 08/01/2029 108,528.13 108,528.13 09/30/2029 217,056.26 02/01/2030 108,528.13 108,528.13 08/01/2030 108,528.13 108,528.13 09/30/2030 217,056.26 02/01/2031 108,528.13 108,528.13 08/01/2031 130,000 5.000% 108,528.13 238,528.13 09/30/2031 347,056.26 02/01/2032 105,278.13 105,278.13 08/01/2032 135,000 5.000% 105,278.13 240,278.13 09/30/2032 345,556.26 02/01/2033 101,903.13 101,903.13 08/01/2033 140,000 5.000% 101,903.13 241,903.13 09/30/2033 343,806.26 02/01/2034 98,403.13 98,403.13 08/01/2034 150,000 5.000% 98,403.13 248,403.13 09/30/2034 346,806.26 02/01/2035 94,653.13 94,653.13 08/01/2035 155,000 5.000% 94,653.13 249,653.13 09/30/2035 344,306.26 02/01/2036 90,778.13 90,778.13 08/01/2036 165,000 5.000% 90,778.13 255,778.13 09/30/2036 346,556.26 02/01/2037 86,653.13 86,653.13 08/01/2037 170,000 5.000% 86,653.13 256,653.13 09/30/2037 343,306.26 02/01/2038 82,403.13 82,403.13 08/01/2038 180,000 5.000% 82,403.13 262,403.13 09/30/2038 344,806.26 02/01/2039 77,903.13 77,903.13 08/01/2039 190,000 5.000% 77,903.13 267,903.13 09/30/2039 345,806.26 02/01/2040 73,153.13 73,153.13 08/01/2040 195,000 4.000% 73,153.13 268,153.13 09/30/2040 341,306.26 02/01/2041 69,253.13 69,253.13 08/01/2041 205,000 4.000% 69,253.13 274,253.13 09/30/2041 343,506.26 02/01/2042 65,153.13 65,153.13 08/01/2042 215,000 4.000% 65,153.13 280,153.13 09/30/2042 345,306.26 02/01/2043 60,853.13 60,853.13 08/01/2043 220,000 4.000% 60,853.13 280,853.13 09/30/2043 341,706.26 02/01/2044 56,453.13 56,453.13 08/01/2044 230,000 4.000% 56,453.13 286,453.13 09/30/2044 342,906.26 02/01/2045 51,853.13 51,853.13 08/01/2045 240,000 4.000% 51,853.13 291,853.13 09/30/2045 343,706.26 02/01/2046 47,053.13 47,053.13 08/01/2046 250,000 4.000% 47,053.13 297,053.13 09/30/2046 344,106.26 02/01/2047 42,053.13 42,053.13 08/01/2047 260,000 4.000% 42,053.13 302,053.13 09/30/2047 344,106.26 02/01/2048 36,853.13 36,853.13 08/01/2048 270,000 4.000% 36,853.13 306,853.13 Jul 24, 2023 11:02 am Prepared by Raymond James (Finance 8.800 Sanger, City of:200720-5MM) Page 8 BOND DEBT SERVICE City of Sanger, Texas Certificates of Obligation, Series 2023B Final Numbers Period Annual Ending Principal Coupon Interest Debt Service Debt Service 09/30/2048 343,706.26 02/01/2049 31,453.13 31,453.13 08/01/2049 280,000 4.125% 31,453.13 311,453.13 09/30/2049 342,906.26 02/01/2050 25,678.13 25,678.13 08/01/2050 295,000 4.125% 25,678.13 320,678.13 09/30/2050 346,356.26 02/01/2051 19,593.75 19,593.75 08/01/2051 305,000 4.125% 19,593.75 324,593.75 09/30/2051 344,187.50 02/01/2052 13,303.13 13,303.13 08/01/2052 315,000 4.125% 13,303.13 328,303.13 09/30/2052 341,606.26 02/01/2053 6,806.25 6,806.25 08/01/2053 330,000 4.125% 6,806.25 336,806.25 09/30/2053 343,612.50 5,025,000 4,405,998.87 9,430,998.87 9,430,998.87 Jul 24, 2023 11:02 am Prepared by Raymond James (Finance 8.800 Sanger, City of:200720-5MM) Page 9 AGGREGATE DEBT SERVICE City of Sanger, Texas Certificates of Obligation, Series 2023B Final Numbers Certificates of Obligation, Period Series 2023B 2023 - 2023 2023 Taxable Aggregate Ending Final Numbers 2007 Bonds 2013 Bonds 2015 Bonds 2017 Bonds 2019 Bonds 2021A Bonds 2021B Bonds Tax Notes Bonds Debt Service 09/30/2023 135,960 206,000 454,375.00 464,050 252,100 854,600 97,978.50 92,661.36 2,557,724.86 09/30/2024 211,629.85 131,120 450,750.00 476,050 248,300 870,750 302,786.00 821,454.00 697,326.89 4,210,166.74 09/30/2025 217,056.26 131,280 451,900.00 472,600 249,300 886,150 296,304.00 821,108.00 697,400.50 4,223,098.76 09/30/2026 217,056.26 136,220 452,750.00 468,000 249,900 929,250 299,085.50 820,855.50 699,511.00 4,272,628.26 09/30/2027 217,056.26 135,720 452,900.00 738,400 666,350 301,173.50 821,641.00 696,442.50 4,029,683.26 09/30/2028 217,056.26 451,925.00 877,800 658,550 297,410.50 821,427.50 698,129.50 4,022,298.76 09/30/2029 217,056.26 450,200.00 871,000 679,500 303,250.00 821,196.50 699,327.50 4,041,530.26 09/30/2030 217,056.26 452,593.75 873,600 674,700 298,217.50 820,911.00 699,827.50 4,036,906.01 09/30/2031 347,056.26 454,000.00 870,200 694,900 302,910.00 694,827.50 3,363,893.76 09/30/2032 345,556.26 449,937.50 871,000 764,350 302,267.00 699,577.50 3,432,688.26 09/30/2033 343,806.26 450,406.25 875,800 783,950 296,177.00 698,577.50 3,448,717.01 09/30/2034 346,806.26 450,312.50 1,199,400 772,350 697,077.50 3,465,946.26 09/30/2035 344,306.26 449,656.25 1,199,000 790,750 699,237.50 3,482,950.01 09/30/2036 346,556.26 453,343.75 1,197,000 827,950 695,595.00 3,520,445.01 09/30/2037 343,306.26 1,648,400 841,850 696,417.50 3,529,973.76 09/30/2038 344,806.26 2,055,000 696,437.50 3,096,243.76 09/30/2039 345,806.26 2,051,400 695,655.00 3,092,861.26 09/30/2040 341,306.26 2,051,450 698,760.00 3,091,516.26 09/30/2041 343,506.26 2,050,000 695,775.00 3,089,281.26 09/30/2042 345,306.26 2,052,050 696,972.50 3,094,328.76 09/30/2043 341,706.26 2,052,450 697,080.00 3,091,236.26 09/30/2044 342,906.26 2,051,200 696,097.50 3,090,203.76 09/30/2045 343,706.26 2,053,300 698,620.00 3,095,626.26 09/30/2046 344,106.26 123,600 699,755.00 1,167,461.26 09/30/2047 344,106.26 699,502.50 1,043,608.76 09/30/2048 343,706.26 697,862.50 1,041,568.76 09/30/2049 342,906.26 694,835.00 1,037,741.26 09/30/2050 346,356.26 695,420.00 1,041,776.26 09/30/2051 344,187.50 699,340.00 1,043,527.50 09/30/2052 341,606.26 696,317.50 1,037,923.76 09/30/2053 343,612.50 696,630.00 1,040,242.50 9,430,998.87 670,300 206,000 6,325,050.00 13,102,300 999,600 28,236,400 3,097,559.50 5,841,254.86 20,924,335.39 88,833,798.62 Aug 1, 2023 1:51 pm Prepared by Raymond James (Finance 8.800 Sanger, City of:200720-5MM) TABLE OF CONTENTS City of Sanger, Texas Certificates of Obligation, Series 2023B Final Numbers Report Page Form 8038 Statistics ...............................1 Aug 1, 2023 1:51 pm Prepared by Raymond James (Finance 8.800 Sanger, City of:200720-5MM) Page 1 FORM 8038 STATISTICS City of Sanger, Texas Certificates of Obligation, Series 2023B Final Numbers Dated Date 08/10/2023 Delivery Date 08/10/2023 Redemption Bond Component Date Principal Coupon Price Issue Price at Maturity 2033 Term Bonds: 08/01/2031 130,000.00 5.000% 114.472 148,813.60 130,000.00 08/01/2032 135,000.00 5.000% 114.472 154,537.20 135,000.00 08/01/2033 140,000.00 5.000% 114.472 160,260.80 140,000.00 2036 Term Bonds: 08/01/2034 150,000.00 5.000% 112.430 168,645.00 150,000.00 08/01/2035 155,000.00 5.000% 112.430 174,266.50 155,000.00 08/01/2036 165,000.00 5.000% 112.430 185,509.50 165,000.00 2039 Term Bonds: 08/01/2037 170,000.00 5.000% 110.431 187,732.70 170,000.00 08/01/2038 180,000.00 5.000% 110.431 198,775.80 180,000.00 08/01/2039 190,000.00 5.000% 110.431 209,818.90 190,000.00 2043 Term Bonds: 08/01/2040 195,000.00 4.000% 99.318 193,670.10 195,000.00 08/01/2041 205,000.00 4.000% 99.318 203,601.90 205,000.00 08/01/2042 215,000.00 4.000% 99.318 213,533.70 215,000.00 08/01/2043 220,000.00 4.000% 99.318 218,499.60 220,000.00 2048 Term Bonds: 08/01/2044 230,000.00 4.000% 96.174 221,200.20 230,000.00 08/01/2045 240,000.00 4.000% 96.174 230,817.60 240,000.00 08/01/2046 250,000.00 4.000% 96.174 240,435.00 250,000.00 08/01/2047 260,000.00 4.000% 96.174 250,052.40 260,000.00 08/01/2048 270,000.00 4.000% 96.174 259,669.80 270,000.00 2053 Term Bonds: 08/01/2049 280,000.00 4.125% 96.902 271,325.60 280,000.00 08/01/2050 295,000.00 4.125% 96.902 285,860.90 295,000.00 08/01/2051 305,000.00 4.125% 96.902 295,551.10 305,000.00 08/01/2052 315,000.00 4.125% 96.902 305,241.30 315,000.00 08/01/2053 330,000.00 4.125% 96.902 319,776.60 330,000.00 5,025,000.00 5,097,595.80 5,025,000.00 Stated Weighted Maturity Interest Issue Redemption Average Date Rate Price at Maturity Maturity Yield Final Maturity 08/01/2053 4.125% 319,776.60 330,000.00 Entire Issue 5,097,595.80 5,025,000.00 20.4028 4.0851% Proceeds used for accrued interest 0.00 Proceeds used for bond issuance costs (including underwriters' discount) 97,308.27 Proceeds used for credit enhancement 0.00 Proceeds allocated to reasonably required reserve or replacement fund 0.00 Form 8038-G (Rev. October 2021) Department of the Treasury Internal Revenue Service Information Return for Tax-Exempt Governmental Bonds a Under Internal Revenue Code section 149(e) a See separate instructions. Caution: If the issue price is under $100,000, use Form 8038-GC. a Go to www.irs.gov/F8038G for instructions and the latest information. OMB No. 1545-0047 Part I Reporting Authority Check box if Amended Return a 1 Issuer’s name 2 Issuer’s employer identification number (EIN) 3a Name of person (other than issuer) with whom the IRS may communicate about this return (see instructions)3b Telephone number of other person shown on 3a 4 Number and street (or P.O. box if mail is not delivered to street address)Room/suite 5 Report number (For IRS Use Only) 3 6 City, town, or post office, state, and ZIP code 7 Date of issue 8 Name of issue 9 CUSIP number 10a Name and title of officer or other employee of the issuer whom the IRS may call for more information 10b Telephone number of officer or other employee shown on 10a Part II Type of Issue (Enter the issue price.) See the instructions and attach schedule. 11 Education ..............................11 12 Health and hospital ..........................12 13 Transportation ............................13 14 Public safety .............................14 15 Environment (including sewage bonds) ....................15 16 Housing ..............................16 17 Utilities ..............................17 18 Other. Describe a 18 19 a If bonds are TANs or RANs, check only box 19a ............... a b If bonds are BANs, check only box 19b .................. a 20 If bonds are in the form of a lease or installment sale, check box ......... a Part III Description of Bonds. Complete for the entire issue for which this form is being filed. 21 (a) Final maturity date (b) Issue price (c) Stated redemption price at maturity (d) Weighted average maturity (e) Yield $ $ years % Part IV Uses of Proceeds of Bond Issue (including underwriters’ discount) 22 Proceeds used for accrued interest .....................22 23 Issue price of entire issue (enter amount from line 21, column (b)) ...........23 24 Proceeds used for bond issuance costs (including underwriters’ discount) 24 25 Proceeds used for credit enhancement ............25 26 Proceeds allocated to reasonably required reserve or replacement fund .26 27 Proceeds used to refund prior tax-exempt bonds. Complete Part V . . .27 28 Proceeds used to refund prior taxable bonds. Complete Part V ....28 29 Total (add lines 24 through 28) .......................29 30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) . . .30 Part V Description of Refunded Bonds. Complete this part only for refunding bonds. 31 Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded . . . a years 32 Enter the remaining weighted average maturity of the taxable bonds to be refunded ....a years 33 Enter the last date on which the refunded tax-exempt bonds will be called (MM/DD/YYYY) . . a 34 Enter the date(s) the refunded bonds were issued a (MM/DD/YYYY) For Paperwork Reduction Act Notice, see separate instructions.Cat. No. 63773S Form 8038-G (Rev. 10-2021) Sanger, Texas 76266 08/10/2023 City of Sanger, Texas Certificates of Obligation, Series 2023B N/A Kelly Edwards, City Secretary 940.458.7930 5,097,595.80 08/01/2053 5,097,595.80 5,025,000.00 20.4028 4.0851 0.00 5,097,595.80 97,595.80 0.00 0.00 0.00 0.00 97,595.80 5,000,000.00 N/A N/A N/A N/A City of Sanger, Texas 76-6000661 502 Elm Street 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 $5,025,000 City of Sanger, Texas, Certificates of Obligation, Series 2023B (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, Series 2023B SIGNED as of August 10, 2023, the date of payment for and delivery of the Obligations. 36756907v.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, Series 2023B Ladies and Gentlemen: We have acted as bond counsel to the City of Sanger, Texas (the “City”) in connection with the issuance of $5,025,000 aggregate principal amount of Obligations designated as “City of Sanger, Texas Certificates of Obligation, Series 2023B” (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, the tax certificate of the City dated the date hereof (the “Tax Certificate”), 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. Furthermore, we have assumed compliance with all covenants and agreements contained in the Ordinance and the Tax Certificate, including (without limitation) covenants and agreements compliance with which is necessary to assure that future actions, omissions or events will not cause interest on the Obligations to be included in gross income for federal income tax purposes. We call attention to the fact that the rights and obligations under the Obligations, the Ordinance and the Tax Certificate 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 August 10, 2023 Page 2 36756907v.1 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 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. 4. Interest on the Obligations is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986. Interest on the Obligations is not a specific preference item for purposes of the federal individual alternative minimum tax. We observe that, for tax years beginning after December 31, 2022, interest on the Obligations included in adjusted financial statement income of certain corporations is not excluded from the federal corporate alternative minimum tax. We express no opinion regarding other tax consequences related to the ownership or disposition of, or the amount, accrual or receipt of interest on, the Obligations. Faithfully yours, JACKSON WALKER LLP JW | HOUSTON 1401 McKinney, Suite 1900 • Houston, Texas 77010 | www.jw.com | Member of GLOBALAW™ August 10, 2023 Raymond James & Associates, Inc. Dallas, Texas SAMCO Capital Markets Dallas, Texas City of Sanger, Texas Certificates of Obligation, Series 2023B (Supplemental Opinion) Ladies and Gentlemen: This letter is addressed to you, as the underwriters (the “Underwriters”), pursuant to Section 6(i)(4) of the Purchase Agreement, dated July 17, 2023 (the “Purchase Agreement”), between you and the City of Sanger, Texas (the “Issuer”), providing for the purchase of $5,025,000 principal amount of City of Sanger, Texas Certificates of Obligation, Series 2023B (the “Certificates”). The Certificates are being issued pursuant to an ordinance adopted by the City Council of the Issuer on July 17, 2023 (the “Certificate Ordinance”). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Certificate Ordinance or, if not defined in the Certificate Ordinance, in the Purchase Agreement. We have delivered our final legal opinion (the “Certificate Opinion”) as bond counsel to the Issuer concerning the validity of the Certificates and certain other matters, dated the date hereof and addressed to the Issuer. You may rely on such opinion as though the same was addressed to you. In connection with our role as bond counsel, we have reviewed the Purchase Agreement, the Certificate Ordinance, a Tax Certificate (the “Tax Certificate”) dated the date hereof, certificates of the Issuer and others, and such other documents, opinions and matters to the extent we deemed necessary to provide the opinions set forth herein. The opinions expressed herein are based on an analysis of existing laws, regulations, rulings and court decisions and cover certain matters not directly addressed by such authorities. Such opinions may be affected by actions taken or omitted or events occurring after the 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. We have assumed the genuineness of all documents and signatures presented to us (whether as originals or as copies) and the due and legal execution and delivery thereof by, and validity against, any parties other than the Issuer. We have assumed, without undertaking to verify, the accuracy of the factual matters represented, warranted or certified in the documents, and of the legal Raymond James & Associates, Inc. SAMCO Capital Markets August 10, 2023 Page 2 conclusions contained in the opinions, referred to in the third paragraph hereof. We have further assumed compliance with all covenants and agreements contained in such documents. In addition, we call attention to the fact that the rights and obligations under the Certificates, the Certificate Ordinance, the Tax Certificate and the Purchase Agreement and their enforceability may be subject to bankruptcy, insolvency, reorganization, receivership, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies in the State of Texas. We express no opinion with respect to any indemnification, contribution, liquidated damages, penalty (including any remedy deemed to constitute a penalty) right of set-off, arbitration, choice of law, choice of forum, choice of venue, non-exclusivity of remedies, waiver or severability provisions contained in the foregoing documents. Finally, we undertake no responsibility for the accuracy, except as expressly set forth in numbered paragraph 3 below, completeness or fairness of the Official Statement dated July 17, 2023 (the “Official Statement”) or other offering material relating to the Certificates and express no opinion relating thereto. Based on and subject to the foregoing, and in reliance thereon, as of the date hereof, we are of the following opinions: 1. The Certificate Ordinance has been duly adopted by the Issuer and is in full force and effect. 2. The Certificates are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Certificate Ordinance is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended. 3. We did not take part in the preparation of 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 appearing under the captions or subcaptions, “THE CERTIFICATES” (except the subcaption “Sources and Uses of Funds”), “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,” “LEGAL INVESTMENTS IN TEXAS,” “REGISTRATION AND QUALIFICATION OF ISSUE FOR SALE” and “CONTINUING DISCLOSURE OF INFORMATION” (except the subcaption “Compliance with Prior Undertakings”) 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 provisions of the Certificate Ordinance. Raymond James & Associates, Inc. SAMCO Capital Markets August 10, 2023 Page 3 This letter is furnished by us as bond counsel to the Issuer. No attorney-client relationship has existed or exists between our firm and you in connection with the Certificates or by virtue of this letter. Our engagement with respect to the Certificates has concluded with their issuance. We disclaim any obligation to update this letter. This letter is delivered to you as Underwriters of the Certificates, is solely for your benefit as such Underwriters in connection with the original issuance of the Certificates on the date hereof and is not to be used, circulated, quoted or otherwise referred to or relied upon for any other purpose or by any other person. This letter is not intended to, and may not, be relied upon by owners of Certificates or by any other party to whom it is not specifically addressed. Very truly yours, JACKSON WALKER LLP 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, Series 2023B (the "Certificate"), in the principal amount of $5,025,000, 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 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 a lien on and pledge of the 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. 73849 Book 2023-C JCH * See attached Signature Authorization Pos t O f fic e Box 12548, Austin , Texa s 7 8 7 1 1 - 2 5 4 8 • ( 5 1 2 ) 4 6 3 - 2 1 0 0 • www.texasatto r neygeneral.go v 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: $5,025,000 City of Sanger, Texas Certificates of Obligation, Series 2023B (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, Series 2023B, in the aggregate principal amount of $5,025,000 (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 6(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 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)(5) of the Purchase Raymond James & Associates, Inc. 3 August 10, 2023 SAMCO Capital 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.: 1755843 June 22, 2023 City of Sanger 502 Elm Street Sanger, TX 76266 Attention: John Noblitt, City Manager Re:US$4,999,000 City Of Sanger, Texas, (Denton County, Texas), Combined Tax And Revenue Certificates Of Obligation, Series 2023B, 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. However, permission for such dissemination (other than to professional advisors bound by appropriate confidentiality arrangements or to allow the Issuer to comply with its regulatory obligations) will become effective only after we have released the ratings on standardandpoors.com. Any dissemination on any Website by you or your agents shall include the full analysis for the rating, including any updates, where applicable. Any such dissemination shall not be done in a manner that would serve as a substitute for any products and services containing S&P Global Ratings' intellectual property for which a fee is charged. To maintain the rating, S&P Global Ratings must receive all relevant financial and other information, including notice of material changes to financial and other information provided to us and in relevant documents, as soon as such information is available. Relevant financial and other information includes, but is not limited to, information about direct bank loans and debt and debt-like instruments issued to, or entered into with, financial institutions, insurance companies and/or other entities, whether or not disclosure of such information would be required under S.E.C. Rule 15c2-12. You understand that S&P Global Ratings relies on you and your agents and advisors for the accuracy, timeliness and completeness of the information submitted in connection with the rating and the continued flow of material information as part of the surveillance process.Please send all information via electronic delivery to:pubfin_statelocalgovt@spglobal.com. If SEC rule 17g-5 is applicable, you may post such information on the appropriate website. For any information not available in electronic format or posted on the applicable website, Please send hard copies to: S&P Global Ratings Public Finance Department 55 Water Street New York, NY 10041-0003 The rating is subject to the Terms and Conditions, if any, attached to the Engagement Letter applicable to the rating. In the absence of such Engagement Letter and Terms and Conditions, the rating is subject to the attached Terms and Conditions. The applicable Terms and Conditions are incorporated herein by reference. S&P Global Ratings is pleased to have the opportunity to provide its rating opinion. For more information please visit our website at www.standardandpoors.com.If you have any questions, please contact us. Thank you for choosing S&P Global Ratings. 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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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PRINCIPAL AMOUNT: FOUR HUNDRED FIVE 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 August 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 $5,025,000 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, 2033, in whole or in part, on August 1, 2031, or any date thereafter, at par plus accrued interest to the date fixed for redemption. THE CERTIFICATES MATURING ON August 1 in the years 2033, 2036, 2039, 2043, 2048 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, 2031 $130,000 August 1, 2032 135,000 August 1, 2033 August 1, 2033* *stated maturity 140,000 Term Certificates Maturing Mandatory Redemption Dates Principal Amounts August 1, 2034 $150,000 August 1, 2036 August 1, 2035 155,000 August 1, 2036* *stated maturi6y 165,000 Term Certificates Maturing Mandatory Redemption Dates Principal Amounts August 1, 2037 $170,000 August 1, 2039 August 1, 2038 180,000 August 1, 2039* 190,000 *stated maturity Term Certificates Maturing Mandatory Redemption Dates Principal Amounts August 1, 2040 $195,000 August 1, 2043 August 1, 2041 205,000 August 1, 2042 215,000 August 1, 2043* 220,000 *stated maturity Page 3 of 7 Term Certificates Maturing Mandatory Redemption Dates Principal Amounts August 1, 2044 $230,000 August 1, 2048 August 1, 2045 240,000 August 1, 2046 250,000 August 1, 2047 260,000 August 1, 2048* *stated maturity 270,000 Term Certificates Maturing Mandatory Redemption Dates Principal Amounts August 1, 2049 $280,000 August 1, 2053 August 1, 2050 295,000 August 1, 2051 305,000 August 1, 2052 315,000 August 1, 2053* *stated maturity 330,000 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. Page 4 of 7 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 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. Page 5 of 7 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. * * * 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. $5,025,000.00 $5,025,000.00 e. Cash Premium (Competitive Sales, usually found in the Initial Purchasers Section), if any: 8/10/2023 $0.00 $72,595.80 $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, Series 2023B 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 4.18% 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 $7,650.00 Fitch Other: Other Costs of Issuance: (2) Financial Advisor Government Capital Securities Corporation $32,500.00 Bond Counsel Jackson Walker LLP $10,000.00 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 $5,025.00 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:$57,175.00 ‐ Credit Facility Bond Insurance Underwriting Spread: Takedown $25,125.00 Management Fee $5,025.00 Underwriter Counsel Naman Howell Smith & Lee $5,000.00 Spread Expenses (IPREO) $326/12; IPREO Wire Charges $126; IPREO Order Monitor $158.29; IPREO Sales Tax $50.36; Printing Costs $2,000; Depository Compliance Mailing, Travel, Misc. $250 $4,983.27 Total Underwriting Spread: (4)$40,133.27 ‐ (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: 101 000 695 BNF Name: Trust Operations BNF A/C: 98 0000 6823 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 #: 111911321 Account #: 2693585 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#: 121000248 Account#: 6859041375 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: 101 000 695 BNF Name: Trust Operations BNF A/C: 98 0000 6823 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 #: 111911321 Account #: 2693585 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#: 121000248 Account#: 6859041375 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 SERIES 2023B NUMBER DENOMINATION T-1 $5,025,000 REGISTERED REGISTERED DATED DATE: August 1, 2023 DELIVERY DATE: August 10, 2023 REGISTERED OWNER: RAYMOND JAMES & ASSOCIATES, INC. PRINCIPAL AMOUNT: FIVE MILLION TWENTY-FIVE THOUSAND DOLLARS 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 08/01/2033 $405,000 5.000% ** ** ** 08/01/2036 470,000 5.000 ** ** ** 08/01/2039 540,000 5.000 ** ** ** 08/01/2043 835,000 4.000 ** ** ** 08/01/2048 1,250,000 4.000 ** ** ** 08/01/2053 1,525,000 4.125 ** ** ** 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. -2- 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 $5,025,000 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, 2033, in whole or in part, on August 1, 2031, or any date thereafter, at par plus accrued interest to the date fixed for redemption. THE CERTIFICATES MATURING ON August 1 in the years 2033, 2036, 2039, 2043, 2048 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, 2031 $130,000 August 1, 2032 135,000 August 1, 2033 August 1, 2033* *stated maturity 140,000 Term Certificates Maturing Mandatory Redemption Dates Principal Amounts August 1, 2034 $150,000 August 1, 2036 August 1, 2035 155,000 August 1, 2036* *stated maturity 165,000 -3- Term Certificates Maturing Mandatory Redemption Dates Principal Amounts August 1, 2037 $170,000 August 1, 2039 August 1, 2038 180,000 August 1, 2039* 190,000 *stated maturity Term Certificates Maturing Mandatory Redemption Dates Principal Amounts August 1, 2040 $195,000 August 1, 2043 August 1, 2041 205,000 August 1, 2042 215,000 August 1, 2043* 220,000 *stated maturity Term Certificates Maturing Mandatory Redemption Dates Principal Amounts August 1, 2044 $230,000 August 1, 2048 August 1, 2045 240,000 August 1, 2046 250,000 August 1, 2047 260,000 August 1, 2048* *stated maturity 270,000 Term Certificates Maturing Mandatory Redemption Dates Principal Amounts August 1, 2049 $280,000 August 1, 2053 August 1, 2050 295,000 August 1, 2051 305,000 August 1, 2052 315,000 August 1, 2053* *stated maturity 330,000 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. -4- 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 limits prescribed by law, against all taxable property in the City and have been irrevocably pledged for such payment. -5- 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. -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. * * *