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10-23-2018 Agenda with backupMEETING AGENDA City Council REGULAR SESSION CITY COUNCIL October 23, 2018 HAL BALDWIN MUNICIPAL COMPLEX COUNCIL CHAMBERS 1400 SCHERTZ PARKWAY BUILDING #4 SCHERTZ, TEXAS 78154 Call to Order — Regular Session Opening Prayer and Pleftes of Allegiance to the Flags of the United States and State of Texas, (Councilmember Crawford) Proclamation • Proclamation recognizing Domestic Violence Awareness Month. (D. Wait/M. Bane/N. Douglass/A. Story — Guadalupe Family Violence Shelter) Presentation • Fire Poster Winners. (Mayor/K. Long) Employee Recognition • Finance Department — Maya LeDoux — Financial Analyst. (J. Walters) • Planning & Community Development — Nick Koplyay — Planner I (B. James/L. Wood) • Police Department — Kimberly Harris — Communications Manager. (D. Wait/M. Bane) • Public Affairs — Arturo Ortiz, Public Affairs Events Attendant and David Shurtleff Part time Events Attendant. (S. Gonzalez/L. Klepper) • Utility Billing — Korrin Reynolds — Utility Billing. (J. Walters/D. Hardin-Trussell) City Events and Announcements • Announcements of upcoming City Events (B. James/D. Wait/S. Gonzalez) • Announcements and recognitions by the Acting City Manager (B. James) 10-23-2018 Council Agenda • Announcements and recognitions by the Mayor (M. Carpenter) Hearing of Residents This time is set aside for any person who wishes to address the City Council. Each person should fill out the speaker's register prior to the meeting. Presentations should be limited to no more than 3 minutes. All remarks shall be addressed to the Council as a body, and not to any individual member thereof. Any person making personal, impertinent, or slanderous remarks while addressing the Council may be requested to leave the meeting. Discussion by the Council of any item not on the agenda shall be limited to statements of specific factual information given in response to any inquiry, a recitation of existing policy in response to an inquiry, and /or a proposal to place the item on a future agenda. The presiding officer, during the Dearing of `Residents portion of'the agenda, will call on those persons who have signed up to speak in the order they have registered. Workshop • Discussion and update regarding the Schertz Animal Adoption Center. (D. Wait /M. Hansen /M. Bane) Consent Agenda Items The Consent Agenda is considered self - explanatory and will be enacted by the Council with one motion. There will be no separate discussion of these items unless they are removed from the Consent Agenda upon the request of the Mayor or a Councilmember. 1. Minutes — Consideration and /or action regarding the approval of the minutes of the special meeting of September 18, 2018, minutes of the regular meeting of September 25, 2018, . and the minutes of the Special Session held September 29, 2018. (B. Dennis) 2. Ordinance No. 18 -S -34 -- Consideration and /or action approving an Ordinance regarding a request for a Specific Use Permit and associated conceptual site plan to allow a Convenience Store and Gas Pumps on an approximate 2 -acre site. The property is more specifically described as the south east corner of the intersection of FM 1518 and Maske Road, City of Schertz, Guadalupe County, Texas. Final Reading (B. James /L. Wood/E. Grobe) 3. Resolution No. 18 -R -11.4 — Consideration and /or action approving a Resolution authorizing an agreement with the Developer of the Homestead Subdivision project for construction of the Public Improvements Projects. (B. James /K. Woodlee) 4. Resolution No. 18 -R -134 — Consideration and /or action approving a Resolution authorizing a Public Library Interlocal Agreement with Guadalupe County. (B. James /M. Uhlhorn) 10 -23 -2018 City Council Agenda Page - 2 - 5. Resolution No. 18 -R -135 — Consideration and /or action approving a Resolution authorizing purchases up to $75,000 with any one vendor, including Baker & Taylor, Inc. and Ingram Library Services, Inc. (B. James /M. Uhlhom) 6. Resolution No. 18 -R -136 — Consideration and /or action approving a Resolution authorizing the extension for one year of the bank depository agreement with Schertz Bank & Trust. (B. James /J. Walters) 7. Resolution No. 18 -R -133 — Consideration and /or action approving a Resolution authorizing the acquisition of property from the Lower Colorado River Authority necessary for the completion of the Hike and Bike Trails related to the Pedestrian Routes and Bike Lanes project. (B. James /L. Shrum) 8. Resolution No. 18 -R -138 — Consideration and/or action approving a Resolution authorizing and approving amendments to the Planning and Zoning Commission Bylaws. (B. James /L. Wood) 9. Appointments and Resignations to the various City Boards, Commissions and Committees — Consideration and /or action approving the resignations of Mr. Juan Thorn and Mrs. Neota Brady of the Library Advisory Board, appointing Ms. Letticia Sever as a regular member, appointing Mr. Robert Lopez as a Regular Member, appoint Mr. Ken Bauer as Alternate 1 and appoint Ms. Chris Bryan as Alternate 2. (B. Dennis /Interview Committee /Council) 10. Resolution No. 18 -R -140 — Consideration and /or action approving a Resolution authorizing the purchase of a brush truck for $150,000, and additional equipment, maintenance, and repairs up to $110,000, for a total not -to- exceed amount of $260,000.00 with Siddons Martin Emergency Group for FY 2018 -201.9 (D. Wait/K. Long) 11. Resolution No. 18 -R -139 — Consideration and /or action approving a Resolution by the City Council of Schertz authorizing purchases up to $95,000 with any one vendor to include Southern Computer Warehouse, Intech Southwest, PCS Mobile, SHI, Dell and CDW. (B. James /M. Clauser) Discussion and Action Items 1.2. Ordinance No. 18 -S -35 - Conduct a public hearing and consideration and/or action approving an Ordinance regarding a request for a rezone approximately 1.8 acres of PH land from Single - Family :Residential /Agricultural District (R -A) and General Business District (GB) to Neighborhood Services (NS) located northwest of the intersection of FM 1518 and West of Schaefer Road. First Reading (B. James /L. Wood /B. Cox) 13. Resolution No. 18 -R -137 — Consideration and /or action approving a Resolution approving a First Amendment to the Southern Plant Wastewater Services and Funding Agreement by and among the City of Schertz, Texas, the City of Cibolo, Texas, and the Cibolo Creek Municipal Authority pertaining to the Southern Plant Regional Wastewater Facility; authorizing the Mayor and /or the Acting City Manager to execute this first amendment; and other matters in connection therewith. (B. James /J. Walters /J. Kuhn/A. Freedman) 10 -23 -2018 City Council Agenda Page - 3 - 1.4. Resolution No. 18 -R -138 - Consideration and/or action approving a Resolution approving a Bond Order to be adopted by the Board of Directors of the Cibolo Creek Municipal. Authority authorizing the issuance of obligations designated as "Cibolo Creek Municipal Authority Contract Revenue Bonds, Series 2018 (Southern Wastewater Treatment Plant project) "; acknowledging that these obligations will be sold to Hilltop Securities Inc., San Antonio, Texas, as the authorized representative of a group of underwriters pursuant to the provisions of a purchase contract; approving, ratifying, reconfirming, and readopting the provisions of a regional wastewater treatment contract; authorizing the Mayor, the Mayor Pro Tem, the Acting City Manager, and the City Secretary of the City of Schertz, Texas to execute on behalf of the City of Schertz, Texas all documents in connection with this transaction; and other matters in connection therewith. (B. James /J. Walters /J. Kuhn /A. Freedman) 15. Ordinance No. 18 -13-36 — Consideration and /or action approving an Ordinance by the City Council of the City of Schertz, Texas authorizing the issuance of "City of Schertz, Texas General Obligation and Refunding bonds, Series 2018 ", levying an annual ad valorem tax, within the limitations prescribed by law, for the payment of the bonds; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale, and delivery of the bonds; including the approval and distribution of an official statement pertaining thereto; authorizing the execution of a paying agent/registrar agreement, an official bid form, and an escrow deposit letter; complying with the letter of representations on file with the depository trust company; authorizing the execution of any necessary engagement agreements with the City's Financial Advisors and /or Bond Counsel; and providing an effective date. First and Final (B. James /J. Walters /J. Kuhn /A. Freedman) 16. Resolution No. 18 -R -132 — Consideration and/or action approving a Resolution in support of the nomination of a member for the Board of Directors of the Guadalupe County Appraisal District. (B. Dennis /Mayor /Council) 17. TCEQ Appeal regarding permit to Post Oak Clean Green Landfill — Discussion . and consideration and /or action whether to authorize appeal of TCEQ order granting permit to Post Oak Clean Green Landfill. (B. James) Roll Call Vote Confirmation Workshop • Workshop discussion regarding recycling. (D. Wait /J. Hooks) (Item requested by Councilmember Edwards) • Workshop discussion and possible action with regard to the FY 2018 -219 City of Schertz Tax Rate, FY 2018 -201.9 City of Schertz Budget, Fiscal Policy and long -term spending and budgeting goals of the City. (Mayor /Council) (Item requested by Mayor Carpenter. • Workshop discussion regarding the cost of Civic Center Operations. (S. Gonzalez /L. Klepper) Roll Call Vote Confirmation 10 -23 -2018 City Council Agenda Page - 4 - Closed Session 18. City Council will meet in closed session under Section 551.074 of the Texas Government Code, Personnel Matters to deliberate the appointment, employment, evaluation, reassignment, duties, discipline, or dismissal of the City Manager. 19. City Council will meet in closed session under Section 551.087 of the Texas Government Code, Deliberation Regarding Economic Development Negotiations; Closed Meeting. The governmental body is not required to conduct an open meeting (1) to discuss or deliberate regarding commercial or financial information that the governmental body has received from a business prospect that the governmental body seeks to have locate, stay, or expand in or near the territory of the governmental body and with which the governmental body is conducting economic development negotiations; or (2) to deliberate the offer of a financial or other incentive to a business prospect. • Project E -045 • Project E -046 Reconvene into Regular Session 18a. Take any action based on discussions held in closed session under Agenda Item 18. 19a. Take any action based on discussions held in closed session under Agenda Item 19. Roll Call Vote Confirmation Requests and Announcements • Announcements by the Acting City Manager. • Requests by Mayor and Councilmembers that items be placed on a future City Council agenda. • Announcements by Mayor and Councilmembers • City and community events attended and to be attended • City Council Committee and Liaison Assignments (see assignments below) • Continuing education events attended and to be attended • Recognition of actions by City employees • Recognition of actions by community volunteers 20. Information available in City Council Packets - NO DISCUSSION TO OCCUR • Building Assessment Reports. (D. Wait /J. Harshman /T. Buckingham) • Monthly update on large projects /CIP. (D. Wait/J. Harshman /T. Buckingham) • Revised 2018 . Master Calendar update to reflect the Animal Care Advisory Committee meeting dates and times. (D. Wait /S. Gonzalez) 10 -23 -2018 City Council Agenda Page - 5 - • Trunk or Treat Update. (B. James /:L. Shrum) • Update regarding parking in front of mailboxes. (B. James /C. Palomo) (Information requested by Councilmember Crawford) • Pending informational items. Adjournment CERTIFICATION I, BRENDA DENNIS, CITY SECRETARY OF THE CITY OF SCHERTZ, TEXAS, DO HEREBY CERTIFY THAT THE ABOVE AGENDA WAS PREPARED AND POSTED ON THE OFFICIAL BULLETIN BOARDS ON THIS THE 19th DAY OF OCTOBER 2018 AT 4:15 P.M., WHICH IS A PLACE READILY ACCESSIBLE TO THE PUBLIC AT ALL TIMES AND THAT SAID NOTICE WAS POSTED IN ACCORDANCE WITH CHAPTER 551, TEXAS GOVERNMENT CODE. grE VUAG j2 De v1,v,. 'bS Brenda Dennis, City Secretar I CERTIFY THAT THE ATTACHED NOTICE AND AGENDA OF ITEMS TO BE CONSIDERED BY THE CITY COUNCIL WAS REMOVED BY ME FROM THE OFFICIAL BULLETIN BOARD ON DAY OF , 2018. TITLE: This facility is accessible in accordance with the Americans with Disabilities Act. Handicapped parking spaces are available. If you require special assistance or have a request for sign interpretative services or other services, please call 210 - 619 -1030. The City Council for the City of Schertz reserves the right to adjourn into closed session at any time during the course of this meeting to discuss any of the matters listed above, as authorized by the Texas Open Meetings Act. Closed Sessions Authorized: This agenda has been reviewed and approved by the City's legal counsel and the presence of any subject in any Closed Session portion of the agenda constitutes a written interpretation of Texas Government Code Chapter 551 by legal counsel for the governmental body and constitutes an opinion by the attorney that the items discussed therein may be legally discussed in the closed portion of the meeting considering available opinions of a court of record and opinions of the Texas Attorney General known to the attorney. This provision has been added to this agenda with the intent to meet all elements necessary to satisfy Texas Government Code Chapter 551.144(c) and the meeting is conducted by all participants in reliance on this opinion. COUNCIL COMMITTEE AND LIAISON ASSIGNMENTS 10 -23 -2018 City Council Agenda Page - 6 - Mayor Carpenter Councilmember Scagliola — Place 5 Main Street Committee Interview Committee for Boards and Commissions - Alternate Hal Baldwin Scholarship Committee Schertz- Seguin Local Government Corporation — Alternate Cibolo Valley Local Government Corporation - Alternate Councilmember Davis— Place 1 Councilmember Gutierrez — Place 2 Audit Committee Audit Committee Schertz Housing Authority Board Investment Advisory Committee Interview Committee for Boards and Commissions Main Street Committee - Chair Councilmember Larson — Place 3 Councilmember Edwards — Place 4 Main Street Committee — Vice Chair Interview Committee for Boards and Commissions Investment Advisory Committee Cibolo Valley Local Government Corporation Main Street Committee Councilmember Kiser — Place 6 Councilmember Crawford — Place 7 Schertz Animal Services Advisory Commission Schertz- Seguin Local Government Corporation Audit Committee Interview Committee for Boards and Commissions TIRZ II Board 10 -23 -2018 City Council Agenda Page - 7 - CITY COUNCIL MEMORANDUM City Council Meeting: October 23, 2018 Department: Subject: City Secretary Minutes Agenda No. 1 The City Council held a Special. City Council and HOA Leadership meeting on September 18, 2018, a regular City Council meeting on September 25, 2018 and a Special Session on September 29, 2018. . FISCAL IMPACT None RECOMMENDATION Staff recommends Council approve the minutes of the Special Council and HOA Leadership meeting of September 18, 2018, the minutes of the regular meeting of September 25, 2018 and the minutes of the Special. Session September 29, 2018. . ATTACHMENTS Minutes of the Special Council and HOA Leadership meeting of September 1.8, 2018 . the minutes of the regular meeting of September 25, 2018 and minutes of the Special Session September 29, 2018. MINUTES SPECIAL SESSION CITY COUNCIL SCHERTZ HOA PRESIDENTS MEETING September 18, 2018 A Special Session Meeting with Council and the Schertz HOA Presidents Meeting was held by the Schertz City Council of the City of Schertz, Texas, on September 18, 2018, at 6:30 p.m. at the Schertz Civic Center — :Bluebonnet :Room, Building #5, Schertz, Texas. The following members present to -wit: Mayor Michael Carpenter Mayor Pro -T,em David Scagliola Councilmember Mark Davis Council member Ralph Gutierrez Councilmember Bert Crawford Councilmembers Edwards, Larson and Kiser were absent. Ctnff PrPCent- Executive Director Dudley Wait City Secretary Brenda Dennis Special Projects Officer Helen Lafitte City Engineer Kathy Woodlee Planning & Community Development Direc Water /Wastewater Manager Doug Letbetter Meet and Greet — Call to Urder_(6:30 Mayor Carpenter c Acting City Manager Brian James Assistaht,tt the City Manager Sarah Gonzalez Assistant Police Chief Marc Bane EMS Directtr:Jason Mabbitt Fire Chief Kade Lon to order at 6:35 p.m. • Mayor Michael Carpenter /Mayor Pro -Tem. David Scagliola • Introduction of Couii il. (Mayor, Carpenter) Mayor Carpenter welcomed everyone in attendance and introduced those members of Council who were present. Mayor Carpenter read the following message from Councilmember Edwards: Greetings, `I really wanted to be in attendance for this meeting since it was my idea. However, my employer had other plans for my advanced training initiatives. I pray this meeting will give you as HOA presidents an open forum to tell us, as civic leaders, where you have seen particularly troubling areas in our community. It also gives you a chance to disseminate information back to your residents. WE ARE ENGAGED, AND WE ARE LISTENING! If we have things we have done well, please feel free 09 -18 -201.8 Minutes Page - i - to let us know. I've always said that YOU, our citizens are the eyes, ears, and truly the heartbeat of this community. You need to know your council members are open and receptive to your feedback and any dialogue provided. Again, Tonight's meeting is a great start to many more conversations to keep our community safe, attractive, engaged, and sustainable. " In his service, Councilman Cedric Edwards Sr. P.S. Go Army Beat Navy! Mayor Carpenter recognized each councilm welcome everyone. The councilmembers sr citizen feedback, community /neighborhood Presentations: • Community Crime Mapping Mayor Carpenter recognized Projects Unit - who reminded in October and to co munica and asked them to ership, good comm I other interactions. t) and and chertz 'Police Department, Officer Helen. Lafitte - Special veryone that National Night out is coming up the first week with her if they wished to participate this year. She stated that the City Police Department and LexisNexis have partnered together to give area residents the opportunity to, be more inf6t'ined about reported criminal activity in their neighborhoods and their city as a Mile, The crime map 'i updated each night with new data from the Police Department's records The Community Crime Map shows crimes in and around the Schertz area and allows visitors to' t n up to receive crime alerts and neighborhood watch email reports of reported incidents in their neighborhood from the Schertz Police Department. Visitors can choose to receive the emails daily, weekly or monthly with the options for a specific distance and time to receive the emails. Keep in mind, this map only shows those incidents where a report is generated and forwarded to an Investigator. This will NOT show incidents when only a Call For Service (CFS) is issued or an arrest warrant is conducted. A CFS is when an Officer makes a location and the reporting party does not need /want a report or the reporting party has chosen to remain anonymous (Crime Stop). Some 09 -18 -201.8 Minutes Page - 2 - examples of CFS can include a minor accident where no report is generated due to location or damage amount; city code violation where possibly a solicitor does not have a permit; or a traffic stop. Officer Lafitte demonstrated how this communication tool works. Officer Lafitte and Executive Director Dudley Wait addressed various questions including unwanted home solicitation. • Code Enforcement Flyer (Police Department) Mayor Carpenter recognized Executive Director Dudley Wait who spoke briefly about the recent changes made in the Code Enforcement Division stating they are also known as Environmental Health. A Code Enforcement pamphlet was handed out to the audience providing various examples of violations (illegal dntnping, bandit signs, high weed and grass, overgrown tree limbs, outdoor storage,, front /side yard parking, inoperable vehicles, and obstructions on public sidewalks or a right -of -way: This information ' s also available on the website as demonstrated by Officer Lafitte., Complaints can be reported to 31.1 or the Code Enforcement unit directly. Officer Helen Lafitte and Executive Director Dudley Wait addressed questions and comments regarding standing water, bandit signs, illegal_, dumping, drainage issues, stagnant high weeds /grass, mosquito control, permits /inspections. In general, the Code Enforcement Officers strive to get volunteer coinpli Lace rather than execute enforcement. • Month Major Projects Update (Public • Ways the City Communicates: E- Newsletter, Social Media, Schertz Magazine, City Website (Public Affairsl Mayor Carpenter recognized Assistant to the City Manager Sarah Gonzalez who provided information on the ways the City communicates with their main external customers. A popular one is the Schertz Magazine which is produced by the city staff and mailed to over 12,000 local households, and over 1,000 local businesses each month. They also are trying to increase their digital options. Other ways are through the electronic newsletter, the city website and social media. She stated the newsletter is sent twice monthly and includes information regarding local city /parks events, the recent adopted city budget, misc. items. 09 -18 -2018 Minutes Page - 3 - She stated the city website was redesigned in the fall of 2017 and is now more user friendly. You can create an account on it and it also has updated information regarding meetings and events. Lastly, is their social media. It is a very timely communication for city meetings, events and cancellations. • What's Developing in Schertz Interactive Map (Planning and Community Development) Mayor Carpenter recognized Director of Planning and Community Development Lesa Wood who provided information and a demonstration on way's, citizens can see what is developing through the city's interactive mapping software which shows the larger residential and commercial projects in progress. It is updated weekly and is inter - active, so you can view it in several ways. It provides information 'on location, the plan layout, project descriptions and more. She provided information regarding the inspection process for commercial and residential customers. Ms. W66d addressed questions and comments from citizens. Questions /Comments: • Illegal dumping on private or public property; if a picture is taken, how would a citizen go about getting that reported? • Standing Water in aback yard. How can they get someone to look at that when they have been told before that the officers are not allowed to go on pr vate property? • Once a developer is finished and the streets are destroyed, will the City of Schertz come in and redo the streets? • Who owns the roads by Corbett Jr. High School (Ray Corbett Drive and Lower Seguin)? Are there any plans to install any floodlights in those areas? • In regard to the turnaround project at FM H 03, it is causing a lot of traffic congestion on FM 1103. They would like the city to put signs up on Belmont Parkway and the Wiederstein area to keep the 18- wheelers from cutting through their neighborhoods and tearing up their roads. Could they put up `No Through Signs' and ticket them if the go through there? • Could the city put up a sign up or green arrow that if you are turning right on to FM 1.103, you can yield? 09 -18 -201.8 Minutes Page - 4 - • Coming out of Greenshire Estates on Green Valley Road going down the hill toward Roy Richard Drive, there is a big dip and blind spot there and 80 percent of the traffic drives too fast. They need a sign (trailer) that shows the speed limit there. They are probably doing about 49 mph. instead of 30 mph. • Inspections, what are the procedures /requirements /timelines? Is there any information out there regarding a `bad vendor list'? • Is it possible for the city to remind people to check with their HOA before pulling a city permit to find out if what they wish to do is in compliance with their HOA policies and architectural requirements? Mayor Carpenter asked the audience to join him in tha information presented tonight. The mayor provided them to get in touch with him. He also thanked the City Secreta put into arranging the meeting. Mayor Carpenter invited further discussion for anything attendees wished to talk about. Further questions and /nr, su • Who enforces a PUD ordin, just a Planned Development • What is happening with the • Is there anything in the or concern was with oak wilt. • The Northcliffe Golf Course is still for'sale. Is there, a way to do a zoning change? • Is there a way to do something if the owners of the golf course are not maintaining the it and then bill the owner? ;y have an update on that project? nstr ction 77--What are the plans on fixing it? ng ofthisnature in the future? of everyone present at this meeting? for all their work on the caber if they had any need tennis for all the work she that was not covered that the ? Mayor Carpenter stated we don't have that anymore, tript (PDD)? Mlems regarding Pit Pads, short term rentals, etc.? .nees about regulations nn trimming Oak Trees? His property? Can the city • Fire station No. 3 Cz • Old Wiederstein 'Rdad ATTEST: Brenda Dennis, City Secretary Mayor Carpenter adjourned the meeting at 8:36 p.m. 09 -18 -2018 Minutes Page - 5 - Michael R. Carpenter, Mayor MINUTES REGULAR MEETING September 25, 2018 A Regular Meeting was held by the Schertz City Council of the City of Schertz, Texas, on September 25, 2018, at 6:00 p.m. in the Hal Baldwin Municipal Complex Council Chambers, 1400 Schertz Parkway, Building #4, Schertz, Texas. The following members present to -wit: Mayor Michael Carpenter Councilmember Mark Davis Councilmember Scott Larson Councilmember Bert Crawford Staff Present: Executive Director Dudley Wait City Attorney Dan Santee Call to Order — City Council Regular Session Texas. order at 6:01 p lags of the United States and State of Mowed by the pledges of Allegiance to the eek. (Mayor Carpenter /K. Long) d the proclamation for Fire Prevention Week to Fire and his staff for their dedication to the city. City Events (B. James /D. Wait /S. Gonzalez) Mayor Carpenter recognized Assistant to the City Manager Sarah Gonzalez who provided the following announcements: Saturday, September 29t1 Breakfast with the Blue 8:30 am —10:30 am Whataburger — 5570 FM 3009 This is an opportunity for the residents to get to know their neighbors and the police officers working in their community. 09 -25 -201.8 Minutes Page -1- Star Party 7:30 pm —10:30 pm Crescent Bend Nature Park For more information, contact Schertz Parks and Recreation Department X1850. Tuesday, October 2nd City Council Meeting Canceled to support National Night Out City Council arrive in the City Manager's Area at 5:30 pm to divide into teams and depart. Saturday, October 6th Dunkin' for Pumpkins 6:00 pm Schertz Aquatic Center Pre- registration required, X 1900. . Sunday, October 7th Schertz 6011 Anniversary XXX Main Street 4:00 to 8:00 p.m. Dance and enjoy local food and refreshments, craft and Settlers Corner with the Schertz Historical Preservation out to the Family Zone featuring a tie -dye station, jupl and more. Mingle with City Council and the Mayor cupcakes and handcrafted root `beer. The evening spectacular! it vendors, photo booth, and the nmittee. Bring the entire family competition, games, inflatables e enjoying special anniversary conclude with a fireworks ce of Columbus Day to attend the Annual Texas for election and times. • Announcements and recognitions by the Acting City Manager (B. James) No announcements were made. • Announcements and recognitions by the Mayor. (M. Carpenter) No announcements were made. 09 -25 -201.8 Minutes Page - 2 - onference in Hearing of Residents Mayor Carpenter recognized the following who spoke: • Ms. Liza Stockwell, 940 Eikel Street, New Braunfels and Mike Turner who addressed Council regarding the city's assistance in relocating the billboard along IH-35. TxDot has told them it has to be moved. Liza and Mike are requesting assistance in permitting the relocation of the sign. Acting City Manager Brian James stated that ' he would need to get with Lesa Woods or Bryce Cox with the Planning &,,,,Community Development Department. • Mr. Ryan Wolff, 11+902 Hollering Pass, inquiring on the status. ,4f what the City Council is going to do about the Pit Pads and short-term rentals. He stated this was discussed on August 28, 2018 at the City Council meeting and he is waiting to hedi-back from Council. Consent Agenda Items 1. Minutes — Consideration and/or action r( meeting of September 11, 2018. (B. Dennis) of the minutes of the 3. Resolution No. 18-R-128— Consideration and/or action approving a Resolution authorizing EMS Debt Revenue Adjustments, Utility Billing Debt Revenue Adjustments and Schertz Magazine Debt, Revenue Adjustments for certain inactive outstanding receivables. (B. James/J. Waltergl` The following was read into record: RESOLUTION NO. 18-R-128 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING EMS DEBT REVENUE ADJUSTMENTS, UTILITY BILLING DEBT REVENUE ADJUSTMENTS AND SCHERTZ MAGAZINE DEBT 09-25-2018 Minutes Page - 3 - REVENUE ADJUSTMENTS FOR CERTAIN INACTIVE OUTSTANDING RECEIVABLES AND OTHER MATTERS IN CONNECTION THEREWITH. 4. Resolution No. 18-R-124 — Consideration and/or action approving a Resolution authorizing an Interlocal Agreement for funding assistance with the Schertz Housing Authority. (B. James) The following was read into record: RESOLUTION NO. 18-R-124 A RESOLUTION BY THE CITY COUNCIL OF AUTHORIZING AN INTERLOCAL AGREEMI WITH THE SCHERTZ HOUSING AUTHOR] CONNECTION THEREWITH 5. Resolution No. 18-R-130 — Consideration authorizing the purchase of an Animal Care S Wait/M. Bane) The following was read into RESOL ITY OF SCHERTZ, TEXAS R FUNDING ASSISTANCE JD OTHER MATTERS IN or action approving a, Resolution sV6hi61c from Mapl&rest Ford. (D. -130 Discussion and Action I 6. Resolution No. 18-k 131 - Consideration and/or action approving a Resolution by the rt Schez City council I 'approving a bond resolution previously adopted by the Board of Directors of the Schertz /Seguin Local Government Corporation authorizing the issuance of obligations designated as "Schertz/Seguin Local Government Corporation Contract Revenue Refunding Bonds, New Series 2018"; acknowledging that these obligations will be sold to Raymond Hilltop Securities Inc., as the authorized representative of a group of underwriters pursuant to the provisions of a purchase contract; ratifying, reconfirming, and readopting the provisions of a Regional Water Supply Contract executed between the City of Schertz, Texas, the City of Seguin, Texas, and the Schertz/Seguin Local Government Corporation; authorizing the Mayor, the City Manager, and the City Secretary of the City of Schertz, Texas to execute on behalf of the City of Schertz, Texas all documents in 09-25-2018 Minutes Page - 4 - connection with this transaction; and other matters in connection therewith. (B. James /J. Kuhn /M. McLiney /A. Freedman) The following was read into record: RESOLUTION 18 -R -131 This resolution authorizes the City's Mayor, the City Secretary and the City Manager of the City of Schortito,acf on behalf of the City to execute the Purchase Contract and all other necessary documents at the time of the sale. Mr. Walters introduced Mr. Andrew Freedman, with SAMCO Capital Markets who provided a summary of assumptions of savings. Mr. Freedman addressed questions from Council. Mayor Carpenter concluded stating that it looks to be $831,490 percent savings by doing this. Mayor Carpenter recognized Councilmember Edwards who moved that the City Council approve a Resolution approving a bond resolution previously adopted by the Board of Directors of the Schertz /Seguin Local Government Corporation authorizing the issuance of 09 -25 -2018 Minutes Page - 5 - bonds designated as "Schertz /Seguin Local Government Corporation Contract Revenue Refunding Bonds, New Series 2018 ", seconded by Mayor Pro -Tem Scagliola. The vote was unanimous with Mayor Pro -Tem Scagliola, Councilmembers Davis, Gutierrez, Larson, Edwards, Kiser and Crawford voting for and no one voting no. Motion Passed. 7. Ordinance No. 18 -5 -34 -- Conduct a public hearing and consideration and /or action PH approving an Ordinance regarding a request for a Specific Use Permit and associated conceptual site plan to allow a Convenience Store and Gas Pumps on an approximate 2- acre site. The property is more specifically described as the south east corner of the intersection of FM 1518 and Maske Road, City of Scheme, Guadalupe County, Texas. First Reading (B. James/L. Wood/E. Grobe) The following was read into record: ORDINANCE NO. 18-S-34 Ms, Grobe stated I hat the Owners and the Representative of the Owners were in the audience to address questions. ,Mayor Carpenter opened the public hearing and recognized Mr. Kevin Love, whri stated he was available to answer any questions. As no one else spoke, May or Carpenter, closed the public hearing and opened it up for Council questions. Staff address d con erns from Council regarding the placement of the trash dumpster, does Randolph Air Force Base have any concerns with the location of the gas pumps, concerns on the number, of trees that will be planted, hours of operation, security cameras, as well as other questions regarding flood plain issues. Mayor Carpenter recognized Councilmember Larson who moved seconded by Councilmember Kiser to approve Ordinance No. 18 -5 -34 first reading. The vote was unanimous with Mayor Pro -Tem Scagliola, Councilmembers Davis, Gutierrez, Larson, Edwards, Kiser and Crawford voting for and no one voting no. Motion Passed. 09 -25 -2018 Minutes Page - 6 - 8. Temporary Crisis Leave Pool Policy — Discussion, consideration and/or action regarding approval of a temporary employee crisis leave pool policy. (B. James) Mayor Carpenter recognized Acting City Manager Brian James who stated currently, City of Schertz employees are provided paid vacation leave, sick leave, bereavement, etc. as per the Policy Manual. This includes a sick leave pool. Staff is proposing for the City Manager, in conjunction with the Human. Resources Department and City Attorney, to develop a Temporary Crisis Leave Pool. This program would generally allow the City Manager, upon the recommendation of the HR Department, to allow employees to donate vacation time to be used by another employee on an hour -for- hour basis. This would allow the employee to take off up to four Weeks off to deal with their situation and still be paid. The program would generally be cost neutral to the City as vacation time is paid out when an employee leaves the City. Mr. James addressed questions from Coui be, hours donated, would hours be limited, Mayor Carpenter moved from the i the Temporary Crisis Leave Pool Pa. Scagliola, Councilmembers Davis, voting for and no one voting no. M City Secretary LU the Roll ho the approval authority would a cap on the time`? • „Discussion and possible action regarding the minute transcription style of the official City Council meetings. (Itern, requested by Councilmember Kiser) (B. Dennis) Mayor, Carpenter recognized City Secretary Brenda Dennis who stated the time it takes to process the type of minutes we currently do (paraphrasing), for one person it takes two (2) days, if two people ,work on the minutes, it takes a full 8 hours. Note that if asked by Council and /or, zithers to include "For the Record" this is where the verbatim information is processed. As a goal and to provide more efficiencies within the City Secretary's office, Ms. Dennis stated she would like to condense the minutes by going to action minutes as we have the DVD copies and currently keep them for five (5) years; we also now have our meetings available on our website via YouTube. She also stated that we can keep the DVD's as long as Council would like. 09 -25 -2018 Minutes Page - 7 - Mayor Carpenter recognized Councilmember Crawford who moved to accept the proposal of action minutes, keep the DVD's for five years and anything that is said "for the record" be included, seconded by Councilmember Kiser. Mayor Carpenter provided his commentary regarding the minutes, stating they are very valuable as he has gone back to the beginning and is now up to 1982 reading the minutes. He expressed the following concerns: (1) if we only preserve the videos for five (5) years and this is what we were doing in 1970, there would be no way he could read the detailed minutes of what happened in 1973 when 2 eouncilmembers got up and walked out of a meeting and the sitting administrator was fired and they called someone up and brought them in and hired them as the City Manager the same night. It is important to know those things. He stated that he couldn't support only holding ,,on to the videos five (5) years. His request would be the following: (1) That we hold on to the DVD's as long as they are no longer usable'. (2) That an electronic copy be kept on a1 s( very inexpensive now). (3) That they be continuously stored offsite, is in the cloud. Mayor Carpenter stated that someone ne( minutes, 20 30 years from now, to be abl meetings and see what was going on in tl with regard to histcrieal preservation of c absolutely critical. He could not function go back and react all those minutes. He w Mayor to state those three are usable, until they degrade to the point in the city (storage space is the cloud; by the way, YouTube to have the abililyx if we stop having detailed to come back and Watch this meeting or other se` chambers. The maintenance of transparency iat happens in these chambers in his mind is ,he does without the benefit of being about to aid ask the Council to consider these points. Crawford who stated that he would like to above as the Mayor requested. Carpenter then stated he would read the requested points and Councilmember rd could state "so moved ". Mayor Carpenter read the following: (1) That DVD's shall be preserved until such time they are no longer viable for use (2) An-electronic copy of all the City Council meetings be maintained on a server within ltc City's network; staff to have the opportunity to make the decision on how to do this. (3) That a copy of every City Council meeting be maintained in the Cloud, again leaving it to staff to decide, whether it be on YouTube or some other place. Councilmember Crawford stated, "so moved ", seconded by Councilmember Kiser. The vote was unanimous with Mayor Pro -Tem Scagliola, Councilmembers Davis, Gutierrez, Larson, Edwards, Kiser, and Crawford voting for and no one voting no. Motion Passed. 09 -25 -2018 Minutes Page - 8 - Roll Call Vote Confirmation City Secretary Brenda Dennis provided the roll call vote for the workshop item. Closed Session Mayor Carpenter convened into closed session at 6:57 p.m. and stated they would take a five (5) minute recess before convening. No action taken. I Oa. Take any actiotibased on discussions held in closed session under Agenda Item 10. • Requests by. Mayor and Councilmembers that items be placed on a future City Council agenda. No items were requested. • Announcements by Mayor and Councilmembers • City and community events attended and to be attended • City Council Committee and Liaison Assignments (see assignments below) • Continuing education events attended and to be attended • Recognition of actions by City employees 09 -25 -201.8 Minutes Page - 9 - 11. • Recognition of actions by community volunteers Councilmember Gutierrez mentioned he attended the Council/HOA meeting on the 1.8th and it was very well received. He thanked staff for getting this meeting put together. He stated he also attended the Rose Garden Elementary School Ribbon Cutting. Danville Middle School also held a Health and Wellness Fair and he thanked our Fire Department for attending. Lastly, this morning he attended he Schertz Hiring Fair and thanked the EDC Department Team for putting it all together. r Councilmember Edwards also thanked the EDC Department for putting on the hiring fair. Last Sunday at the Journey Fellowship, he is unsure of what team responded, but who they responded to was a retired paramedic from Houston and he gave our Schertz team very high regards for great performance of their duties. Councilmember Crawford stated he attended the Council HOA meeting and thanked staff, it was very well attended. He also attended the Danville Elementary ribbon cutting ceremony. irpentr stated that he also was able to attend the TxDot State of TxDot last weelc in Live Oak, which was also extremely well attended. TxDot seems ing money to invest in building roads without tolls on them. City Council Packets - NO DISCUSSION TO OCCUR • Update information from the Committee of Committees Advisory Board. (CCAB). (B. James /S. Gonzalez) • Update information on the Texas Ambulance Supplemental Payment Program (TASPP) for EMS. (D. Wait/J. Mabbitt) • Pending informational items. 09 -25 -2018 Minutes Page -10 - Adjournment As there was no further business, Mayor Carpenter adjourned the meeting at 7:48 p.m. Brei Michael R. Carpenter, Mayor 09 -25 -201.8 Minutes Page - 11 - MINUTES SPECIAL CALLED SESSION City Council September 29, 2019 . A Special Meeting with Council was held by the Schertz City Council of the City of Schertz, Texas, on September 29, 2018, at 8:30 a.m. in the Hal Baldwin Municipal Complex Council Chambers, 1400 Schertz Parkway, Building #4, Schertz, Texas. The following members present to -wit: Mayor Michael Carpenter Councilmember Mark Davis Councilmember Scott Larson Councilmember Angelina Kiser Staff Present: Human Resource Manager Lindsey Cox IT Client Service Tech II Mark Welch Call to Order — Special Session Mayor Carpenter noted that he called the Conference Room at 8:23 a.m., and pro` Allegiance to the Flags of the United States Texas. (Mayor Mayor Carpenter Carpenter prdvidt United States and is Mayor Pro -Tern David Scagliola Council metnber Ralph Gutierrez Counci'Imernber Cedri'Edwards Counciltnember Bert Crawford it session to order'in'the City Council Chambers the opening, prayer followed by the pledges of Mate of Texas,. As there were na residents present to speak Mayor Carpenter moved to the Closed Session portion of the agenda. Closed Session Mayor Carpenter convened into closed session at 8:33 a.m. 1. City Council will meet in closed session under Section 551.074 of the Texas Government Code, Personnel Matters to deliberate the appointment, employment, evaluation, reassignment, duties, discipline, or dismissal of the City Manager. 09 -29 -201.8 Minutes Page - 1 - Reconvene into Regular Session Mayor Carpenter and members of Council recessed the closed session portion of meeting at 10:15 a.m. stating that they were ahead of schedule and would reconvene back into Closed Session at 10:55 a.m. Mayor Carpenter reconvened into regular session at 1:21 p.m. 1 a. Take any action based on discussions held in closed session No action taken. Adjournment As there was no further business, Mayor Carpenter Brenda Dennis, City Secretary 09 -29 -201.8 Minutes Page - 2 - the meeting at R. Carpenter, Mayor CITY COUNCIL MEMORANDUM City Council Meeting: October 23, 2018 Department: Subject: BACKGROUND Agenda No. 2 Planning & Community Development Ordinance No. 18 -S -34 — Conduct a public hearing and consideration and /or action regarding a request for a Specific Use Permit and associated conceptual site plan to allow a Convenience Store and Gas Pumps on an approximate 2 -acre site. The property is more specifically described as the south east corner of the intersection of FM 1.518 and Maske Road, City of Schertz, Guadalupe County, Texas. (Final Reading) The property owner is requesting approval of a Specific Use Permit with associated conceptual site plan to allow a convenience store with gas pumps on an approximate 2 acre lot located at the south east corner of the intersection of FM 1.51.8 and Maske Road. The proposed development includes a 4,500 square foot convenience store with five (5) gas pumps, and a 1,075 square foot car wash. The subject property is currently undeveloped / vacant land. Access to the site is proposed to be through two new driveways, one located off Maske Road and the other located off FM 1518. The subject property is currently zoned General Business (GB). The City's Unified Development Code (UDC) includes Table 21.5.8 Permitted Uses, which identifies different land uses that are permitted within each zoning district. The General Business (GB) zoning district permits convenience stores with gas pumps, subject to approval of a Specific Use Permit. Specific Use Permits allow for discretionary approval by City Council for uses with unique or widely varying operating characteristics or unusual site development features. Approval of a Specific Use Permit authorizes a property owner to submit subsequent development applications. On August 22, 2018 the Planning & Zoning Commission recommended approval of the project. A public hearing notice was published in the San Antonio Express News on August 29, 2018. Prior to the Planning & Zoning Commission meeting, five (5) public hearing notices were mailed to surrounding property owners. Staff has received no responses in favor of the development, no responses opposed of the development, and one (1) response neutral to the request. City Council Memorandum Page 2 Goal The owner is requesting a Specific Use Permit to allow a convenience store with gas pumps at the south east corner of the intersection of FM 1518 and Maske Road. Community Benefit It is the City's desire to promote safe, orderly, efficient development and ensure compliance with the City's vision of future growth. Summary of Recommended Action IMPACT ON EXISTING ADJACENT DEVELOPMENT: The subject property is adjacent to FM 1518 and Maske Road and undeveloped land. This property and all adjacent properties are designated for commercial uses and zoned General Business (GB). The comprehensive land use plan identifies this area as Single Family Residential. However this portion of central Schertz was adopted in 2002, this was prior to the 2008 and 2017 updates to the Air Installations Compatible Use Zones (AICUZ) study which identifies this property as part of the accident potential zone 2 and is not an ideal location for single family residential homes. Since the 2013 Schertz Sector Plan amendment did not review this area, the subject property is still identified as Single - Family Residential even though it is located within the accident potential zone. Since this property is on the hard corner of FM 1518 and Maske Road and surrounded by General Business zoned properties the requested land use is compatible with the surrounding land uses and zoning in the area. AICUZ IMPACT: The proposed subject property is within the Accident Potential Zone II or APZ 2 of the east runway at JBSA Randolph. Per the Unified Development Code Article 5, Section 21.5.9 Special Districts: A request for zoning change for a property located within the AICUZ requires written . notification to Randolph Air Force Base of the proposed development, type occupancy, occupant load, hours of operation, and any special conditions of the project. An acknowledgement from Randolph Air Force Base is required in order for the zone change to proceed forward through the zoning process. Due to this requirement the applicant has submitted documentation from Randolph Air Force Base which indicated that approving the request as presented with the conditions of limiting the Floor Area Ratio to 0.22 for the convenience store with fuel pumps will not adversely impact operations and delivery of mission requirements at JBSA Randolph. With review of the proposed conceptual site plan in relation to the requirements from JBSA Randolph, the calculations resulted in the current layout of only a 0.104 Floor Area Ratio for the site, which is under the specified limit. Staff has calculated the Floor Area Ratio of the proposed layout to be 0.104 for the site, which is under the specified limit. This calculations was completed by using the square footage of the convenience store, car wash, and gas pumps (total of 9,031sgft) divided by the square footage of the property (86,876sgft). However, staff is proposing a conditional approval of the Specific Use Permit that no additional development can be completed on this site that would exceed the Floor Area Ratio over the specified 0.22. CONCEPTUAL SITE PLAN: The applicant is proposing to construct a 4,500 square foot convenience store with five (5) gas pumps, and a 1,075 square foot car wash on the approximately 1.994 acre tract of land City Council Memorandum Page 3 • Architectural Standards: Section 21.9.5 Exterior construction and Design standards requires all non - residential buildings to meet the minimum material requirements, fagade articulations and percentage of windows and doors. The proposed building elevations comply with the Exterior Construction and Design standards. The building will be constructed of a brick and stucco finish. The convenience store building has two front facades, due to having double roadway frontage. The south elevation, which faces FM 1518, will consist of 31% windows and doors. The west elevation, which faces Maske Road, will consist of 31 % windows and doors. The gas canopy will be constructed of a brick and stucco finish while the car wash will be constructed of a brick finish. Additionally, the building complies with the vertical and horizontal articulations on all required walls. • Parking: The site has twenty four (24) parking spaces of which one (1) will be handicap parking which meets the minimum parking standard for the proposed use. • Screenina requirements: The site has satisfied the minimum requirements for the location and screening. The trash receptacle will be constructed of masonry with metal gates that meet the minimum requirements. • Li2htina and ;Aare standards: The applicant will be responsible for complying with Section 21.9.11 Lighting and Glare standards at the time of building permit. • Landscapini: The UDC requires that non - residential development adjacent to right -of- way must install a landscape buffer. Twenty six (26) trees are proposed along FM 1518 and Maske :Road, which complies with the required ratio of one (1) tree per twenty (20) feet along FM 1518 and the required one (1) tree per fifty (50) feet along Maske Road. A total of five (5) Mexican Sycamores, seven (7) Bur Oaks, seventeen (17) Shumard oaks, six (6) Live Oaks, and nine (9) Cedar Elms are proposed to be planted on the site. Shrub screening will be planted adjacent to FM 1.518, Maske Road, and the northern and eastern . property line. The proposed landscaping meets the requirements from the UDC. All landscaping will be watered by an automatic irrigation system. • Access and circulation: The site is proposed to be accessed through two driveways, one of which takes access from FM 1518 and the other which takes access of Maske Road. TXDOT has reviewed the proposed conceptual site plan and has approved the proposed access onto FM 1518. Additionally, the City of Schertz Engineering Department has reviewed and approved the proposed access onto Maske Road. A twenty four foot (24') fire lane is proposed on the property to allow for emergency vehicle access. CONDITIONS OF THE REQUESTED SPECIFIC USE PERMIT: The proposed convenience store with gas pumps will be subject to provisions of the Unified Development Code (Ordinance 11 -S -15, as amended). Additionally, the Specific Use Permit will be conditioned upon the following occurring: a) No additional development will be allowed on this property that would cause the Floor Area Ratio to exceed the JBSA Randolph specified 0.22; and b) A building permit is approved within one year of the adoption of the SUP ordinance; and c) The use begins operation within two years of the issuance of the necessary building permit(s). City Council Memorandum Page 4 A Specific Use Permit allows for discretionary City Council approval of uses with unique or widely varying operating characteristics or unusual site development features, subject to the terms and conditions set forth in this UDC. Approval of a specific use permit authorizes a property owner to submit subsequent development applications consistent with the approved Specific Use Permit. FISCAL IMPACT None CITY COUNCIL CRITERIA FOR CONSIDERATION: In considering final action on Specific Use Permits, the Council should consider the following UDC requirements: Section 21.5.11 Specific Use Permits (SUP) D. Criteria for Approval. The Planning and Zoning Commission, in making its recommendation, and the City Council, in considering final action on a Specific Use Permit, should consider the following criteria: 1. The proposed use at the specified location is consistent with the policies embodied in the adopted Comprehensive Land Plan; 2. The proposed use is consistent with the general purpose and intent of the applicable zoning district regulations; 3. The proposed use is compatible with and preserves the character and integrity of adjacent developments and neighborhoods, and includes improvements either on -site or within the public rights -of -way to mitigate development related adverse impacts, such as safety, traffic, noise, odors, visual nuisances, drainage or other similar adverse effects to adjacent development and neighborhoods; 4. The proposed use does not generate pedestrian and vehicular traffic which will be hazardous or conflict with the existing and anticipated traffic in the neighborhood; 5. The proposed use incorporates roadway adjustments, traffic control devices or mechanisms, and access restrictions to control traffic flow or divert traffic as may be needed to reduce or eliminate development generated traffic on neighborhood streets; 6. The proposed use incorporates features to minimize adverse effects, including visual impacts, of the proposed use on adjacent properties; 7. The proposed use meets the standards for the zoning district, or to the extent variations from such standards have been requested, that such variations are necessary to render the use compatible with adjoining development and the neighborhood; 8. The proposed use and associated Site Plan promote the health, safety or general welfare of the City and the safe, orderly, efficient and healthful development of the City; 9. No application made under these provisions will receive final approval until all back taxes owed to the City have been paid in full; and 10. Other criteria which, at the discretion of the Planning and Zoning Commission and City Council are deemed relevant and important in the consideration of the Specific Use Permit. E. Conditions. City Council Memorandum Page 5 The Planning and Zoning Commission, in making its recommendation, and the City Council, in considering final action, may require such modifications in the proposed use and attach such conditions to the Specific Use Permit as deemed necessary to mitigate adverse effects of the proposed use and to carry out the spirit and intent of this section. Conditions and modifications may include but are not limited to limitation of building size or height, increased open space, limitations on impervious surfaces, enhanced loading and parking requirements, additional landscaping, curbing, sidewalk, vehicular access and parking improvements, placement or orientation of buildings and entryways, buffer yards, landscaping and screening, signage restrictions and design, maintenance of buildings and outdoor areas, duration of the permit and hours of operation. The Planning and Zoning Commission conducted the public hearing on August 22, 2018. . During the public hearing, there were no residents who spoke. The Planning and Zoning Commission offered a recommendation of approval, (5 -1; Commissioner Evans with the Nay vote). Staff recommends approval of the Specific Use Permit request with the previously mentioned conditions. ATTACHMENT Ordinance No. 18 -5 -34 ORDINANCE NO. 18 -S -34 AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS TO APPROVE A SPECIFIC USE PERMIT TO ALLOW FOR OPERATION OF A CONVENIENCE STORE WITH GAS PUMPS AT THE SOUTH EAST CORNER OF THE INTERSECTION OF FM 1518 AND MASKS ROAD, SCHERTZ, GUADALUPE COUNTY, TEXAS WHEREAS, an application for a Specific Use Permit to allow a Convenience Store with gas pumps at the south east corner of the intersection of FM 1518 and Maske Road, more particularly described in Exhibit A attached hereto, (hereinafter, the "Property ") has been filed with the City; and WHEREAS, the City's Unified Development Code Section 21.5.11.E. provides for certain conditions to be considered by the Planning and Zoning Commission in making recommendations to City Council and by City Council in considering final action on a requested specific use permit (the "Conditions "); and WHEREAS, on August 22, 2018, . the Planning and Zoning Commission conducted a public hearing and, after considering the Conditions, hereby makes a recommendation of approval of a Specific Use Permit for a Convenience Store with gas pumps; and WHEREAS; on September 25, 2018 the City Council conducted a public hearing and after considering the Conditions and recommendation by the Planning and Zoning Commission, determined that the requested Specific Use Permit be approved as provided for herein. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS: THAT: Section 1. A Specific Use Permit for the south east corner of the intersection of FM 1518 and Maske Road, as more particularly described in the attached Exhibit A, is hereby approved to allow a convenience store with gas pumps conditioned upon the following occurring: a) No additional development will be allowed on this property that would cause the Floor Area Ratio to exceed 0.22:1; and b) A building permit is approved within one year of the adoption of this ordinance; and c) The use begins operation within two years of the issuance of the necessary building permit(s). Section 2. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Ordinance for all purposes and are adopted as a part of the judgment and findings of the Council. Section 3. All ordinances and codes, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling as to the matters resolved herein. Section 4. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 5. If any provision of this Ordinance or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Ordinance and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City hereby declares that this Ordinance would have been enacted without such invalid provision. Section 6. It is officially found, determined, and declared that the meeting at which this Ordinance is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Ordinance, was given, all as required by Chapter 551, as amended, Texas Government Code. Section 7. This Ordinance shall be effective upon the date of final adoption hereof and any publication required by law. Section 8. This Ordinance shall be cumulative of all other ordinances of the City of Schertz, and this Ordinance shall not operate to repeal or affect any other ordinances of the City of Schertz except insofar as the provisions thereof might be inconsistent or in conflict with the provisions of this Ordinance, in which event such conflicting provisions, if any, are hereby repealed. Approved on first reading the 25th day of September, 2018. PASSED, APPROVED AND ADOPTED on final reading the 23rd day of October, 2018. Michael R. Carpenter, Mayor ATTEST: Brenda Dennis, City Secretary (SEAL OF THE CITY) Exhibit A "The Property" See Attached 4e 19 .01 r-. r Ivi 1010 114. SCHERTZ, TEXAS 78154 (VOL. 4255, POS 554, MPRGCT) ABS: 153 SUR:T HERRERA 7.0100 AC. I -7 0- WWMH /KS' O lb 1.994 AC. 1.94 Acres (86,8796 Sq Ft.) DRAINAGE ESM'T Q F_ F.M. 1518 1 � , , Dlf'UT OF AAIAV LAND USE: RESIDENTIAL OWNER: ZONING:GBROBE-2 (RT GENMAZE ERAL BUSINESS 11) L X I` Fl! N (3 PARCEL ID. 64724 ER It-" H-P, I N r I ; T2301 E. I'M 1518 N. pS I C Fl j R It SCHERTZ, TEXAS 78154 (A LAND USE: RESIDENTIAL (VOL.945, PG. 73l_MP1;=TF____ ZONING: GB-2 (GENERAL BUSINESS 11) ABS: 1 _Sl 53 U_R�T HERRERA 0.8010 AC.i I AND 11'.;F- RF.;If)FNTIAI nXAlKI97P- PnQI7PT KAA7r7 I AKIn IMP- PP(ZInPKITIAI I I i m OWNER (DEVELOPER B. RICHARDS GROUP, INC. 19715 MESSINA SAN ANTONIO, TX 78258 OFFICE: (210) 274-0072 EMAIL: ZAPIAIN.GOGMAILCOM CIVIL ENGINEER KLOVE ENGINEERING, LLC. 22610 US HIGHWAY 281 N., STE 204 SAN ANTONIO, TEXAS 78258 OFFICE: (210) 485-5683 WWW. K LOVEEN GI N EER I N G. COM ATTN.:SAMUEL COREY RAYBURN, P.E. craybrun@kloveengineering.com SURVEYOR: GIBBONS SURVEYING & MAPPING, INC, 150 WEST RHAPSODY DRIVE SAN ANTONIO, TX 78216 OFFICE: (210) 366-4600 ATTN.: GARY GIBBONS I ilk 150 9 1. ACCORDING TO FLOOD INSURANCE RATE MAP, PANEL #48187CO220F, DATED NOVEMBER 2, 2007, THIS SUBDIVISION IS LOCATED IN ZONE "X" AND IS NOT WITHIN THE 100—YEAR FLOODPLAIN. LEGEND EXISTING DESCRIPTION ET ZC PROPERTY (R!LINE/ Q) Q) SUBDIVISION BOUNDARY 0 LJJ L'u u ADJACENT PROPERTY BENCHMARK pp� POWER POLE E- DOWN GUY OF r FIRE HYDRANT ------------ w ------------- WATER LINE ------ ww— WASTEWATER LINE ---------- CAS ------------ GAS LINE ------- OHE ------- OVERHEAD ELECTRIC (PRIMARY) wwuH 0 WASTEWATER MANHOLE (SIZE VARIES) Co WASTEWATER CLEANOUT CURB CHAINLINK FENCE 0 CONCRETE SIDEWALKS CONTOUR ROW DEDICATION EXISTING ACRES: 1.994AC. (PRE-DEVELOPMENT) PROPOSED ACRES: 1.994 AC. (POST DEVELOPMENT) PROPOSED USED: CONVENIENCE STORE WITH GAS PUMPS CAR WASH, AUTOMATED ZONING: G13 (GENERAL BUSINESS) (1) PROPERTY ADDRESS OWNER ADDRESS: (2) PROPERTY ADDRESS OWNER ADDRESS 0 PROPERTY ADDRESS OWNER ADDRESS: ® PROPERTY ADDRESS OWNER ADDRESS e PROPERTY ADDRESS OWNER ADDRESS: @ PROPERTY ADDRESS OWNER ADDRESS 2301 E. FM 1518 N. SHERTZ, TEXAS 78154 4243 THOUSAND OAKS DRIVE, APT. 261 SAN ANTONIO, TEXAS 78217 E. FM 1518 N SCHERTZ, TEXAS 78154 1041 RICHMOND DRIVE SCHERTZ, TEXAS 78154 E. FM 1518 N SCHERTZ, TEXAS 78154 4243 THOUSAND OAKS DRIVE, APT. 261 SAN ANTONIO, TEXAS 78217 2305 E. FM 1518 N. SCHERTZ, TEXAS 78154 3006 EAST LAKE FALLS CIRCLE SPRING, TEXAS 77386 E. FM 1518 N SCHERTZ, TEXAS 78154 3112 NORTH FM 1518 SCHERTZ, TEXAS 78154 E FM 1518 N SCHERTZ, TEXAS 78154 19715 MESSINA SAN ANTONIO, TEXAS 78258 NAME: SUBDIVISION NAME: NOT APPLICABLE (PROPERTY IS UNPLATTED) ADDRESS: FM 1518, SCHERTZ, TEXAS 78154 PREPARARTION DATE: SEPTEMBER 12, 2017 ACREAGE: 1.994 ACRES (86,876.36 SQ.FT.) LEGAL DESCRIPTION: 1.994 ACRES OUT OF THE TORIBIO HERRERA LEAGUE NUMBER 68, ABSTRACT NUMBER 153, GUADALUPE COUNTY, TEXAS, BEING OUT OF A 24.486 ACRES TRACT, WHICH IS THAT SAME CERTAIN 25.000 ACRES TRACT RECORDED IN VOLUME 4255, PAGE 554 OF THE OFFICIAL PUBLIC RECORDS OF GUADALUPE COUNTY, TEXAS SAVE AND EXCEPT THAT PORTION CONVEYED IN VOLUME 4191, PAGE 727 OF THE OFFICIAL PUBLIC RECORDS OF GUADALUPE COUNTY, TEXAS. ABSTRACT NUMBER: 153 SURVEYOR: GARY A. GIBBONS, GIBBONS SURVEYING & MAPPING,INC. R.P.L.S. NO.: 4716 CITY OF SCHERTZ, GUADALUPE COUNTY, TEXAS. (y) Oo U 'o 42) tn ET ZC . a z Q) Q) W * c3) E 0 LJJ L'u u Z Q) 2 (L) Z�N0O 7' E 42 ui� OF r .4 /SAMUEL jO COREY F�A BU N ............. 40 0t*****.************ : o 115141 ENS NAB "06 06/181 Lu 0 �6 z 0 U) Lu ry C'j 00 I'- C:, 0 z < 4 X U) Lu U) F_ LIJ - r- 0 Z < 0 6i Z < u_ z0 < W W Z 3: 0 Z 0 00 u) T_ 00 r- LL. LLI ad < x uj Wj LLI Q~ 0 LL LL LLJ Z y r V) LEI < Q 0- V) 0 DESIGNED BY: SCR DRAWN BY: RQ SCALE: 1"=40' DATE: 01/04/18 SHEET NO. Cl ■ AIfITCQ° 1. ACCORDING TO FLOOD INSURANCE RATE MAP, PANEL #48187CO22OF AND #48187CO210F, DATED NOVEMBER 2, 2007, THIS SUBDIVISION IS LOCATED IN ZONE "X" AREA OF MINIMAL FLOOD HAZARD AND IS NOT WITHIN THE 100 -YEAR FLOODPLAIN. SITE PAVING: PARKING AREA TO BE PAVED WITH ASPHALT. 4" YELLOW STRIPE (TYP BUILDING USE GROSS FLOOR AREA (FT.2) CONVENIENT STORE AUTOMATIC CAR WASH 4,500 SF 1,075 SF PARKING STORAGE STANDARDS PROPERTY (R.O.W.) LINE/ - MINIMUM PARKING RATIO REGULAR MINIMUM ALLOWED PARKING TOTAL REQUIRED PARKING ACTUAL /PROPOSED PARKING 1 PER 250 SF 1 PER 200 OV Q) ZQ) r o ADJACENT PROPERTY (xxx) --- 19715 MESSINA 18 1 6 24 24 HANDI - CAPPED (ADAl REQUIRED REGULAR H.C. PARKING REQUIRED VAN ACCESSIBLE PARKING PROPOSED H.C. PARKING SAN ANTONIO, TX 78258 LIGHT POLE PO 1 POWER POLE 1 OFFICE: (210) 274 -0072 1 BICYCLE PARKING N/A 12'x12'x8' TALL MASONRY / DUMPSTER ENCLOSURE • WITH SOLID METAL GATES. S 63 44� 243.56 _ _ _ ABS: 153 SUR: T HERRERA HEADER p 2 CURB 83.457 AC. "FARM" cAOOAO � SO (VOL. 2017, PGS 639 -644, MPRGCT) �, �S TSFO- / OWNER: BIEGERT PROPERTIES, LTD o, o e 25.0' T'z ! f R20.0' R50.0' N � R5.0 ' R25.0 5 .5' o R50.0' 825.0' ROPOSED 2'x2' GRATE 30.0' 1 LET CARWRS H CONVENIENCE STORE K) o 1075 S.F. rB B 8 o 4500 S.F. 1.0. ,n SiF/ 5.8' 90.4' 8' 27.0' 0 G 20 cv 3 u 10.0' O 7.8' N F15. 0 815.0' TYP. a ti � V I I I lb O . Q U� ±142 LF HOSELAY� t9iLF HOSELAY FROM PROPOSED FIRE LANE FIRE L FROM PROPOSED 7.994 Acres 850.0' N .0' (86,876 Sq. Ft) R25 Ol ' j 58.2' _ �0, PR POSED / OFO�C ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ 2'x2' GRATE / qp /O�Y D D D D D INLET / ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ B s 3 \ A2' \ Op / / R35.0' PROPOSED ul 4C1 ,�'C'z �R, " ROPOS D 35' cR 2'x2' GRATE INLET o �..IDO1`� 3��43�1 (��,33. R50.0' Ess EsM'T M w R25.0 PROPOSED PROPOSED 15' ELEC„ GAS, PROPOSED 3'x3' / STORM DRAIN TE E. & cATV. EsM'T J�IVCTION BOX °�. PROPOSED UNDERGROUND o R20.0' FUEL TANK / �� •c= • X03 - a - - W (PROPOSED 16' 24' FIRE LANE O 31:: 1 WATER ESM'T L6 9 Lo s r . , Jr � I N 6-3� °44'20" W 38353' F.M. 1518 (RIGHT OF WAY VARIES) — - LAND USE: RESIDENTIAL GB - -2 (GENERAL BUSINESS il) ABS: 153 SUR: T HERRERA 1.5800 AC. LAND USE: RESIDENTIAL (VOL. 945, PG. 973, MPRGCT) OWNER: ROBERT MAZE GB- 2(GENERAL BUSINESS II) ABS: 153 SUR: T HERRERA 2.5380 AC. (VOL. 2017, PG. 21233, MPRGCT) OWNER: JONELL MAZE KING i i I CONC. RIP -RAP PROPOSED D STORM PIPE a. 27.5' _ — �-) GB (GENERAL BUSINESS) ABS: 153 SUR: T HERRERA 8.1000 AC. (VOL- 4255, PG. 554, MPRGCT) OWNER: B RICHARDS GROUP, INC. 2.027 Acres (88,313 Sq. Ft.) 4' CHAIN LINK FENCE DETENTION POND PROPOSED DRAINAGE ESMY PROPOSED -PROPOSED 10' STORM DRAT CONC. RIP -RAP DRAINAGE ESM'T 5'x5' ROCK O RUBBLE i GATE I i_"�CONC. RIP -RAP LAND USE: RESIDENTIAL IAL GB -2 (GENERAL BUSINESS II) - - -- ABS: 153 SUR: T HERRERA 0.9460 AC. (VOL. 12335, PGS 566, MPRGCT) - OWNER: JOE & PENNY KAY MAZE PROPOSED USE: ZONING DISTRICT: LEGEND EXISTING PROPOSED DESCRIPTION LOT AREA: 1.994 ACRES (86,876 SQ.FT.) PROPERTY (R.O.W.) LINE/ - :_ B. RICHARDS GROUP, INC. SUBDIVISION BOUNDARY — - - — OV Q) ZQ) r o ADJACENT PROPERTY (xxx) --- 19715 MESSINA RECORD INFORMATION IMPERVIOUS COVER (SQUARE FOOTAGE & PERCENTAGE): 51,732 SF / 60% BENCHMARK LP* SAN ANTONIO, TX 78258 LIGHT POLE PO 4,500 SF CONVENIENT STORE POWER POLE E- OFFICE: (210) 274 -0072 DOWN GUY O 1,075 SF CAR WASH TRANSFORMER (SIZE VARIES) (GENERAL BUSINESS II) EMAIL: ZAPIAIN.G®GMAIL.COM FIRE HYDRANT CURB 153 SUR: T HERRERA 0.8010 AC. HEADER CURB 23' -0 ", ONE -STORY z O MHTEX0387796/797 SAWTOOTH CURB RETAINING WALL 945, PG. 973, MPRGCT) -uii- CO w CHAINLINK FENCE 0.064:1 OWNER: SIDEWALKS OCONCRETE 678 --678-- CONTOUR _ -'�-�- DIRECTION OF FLOW TOTAL PARKING: x785.00TC SPOT ELEVATION /TOP OF CURB X755.50 x785.00 SPOT ELEVATION NUMBER OF HANDICAP SPACES: 1/1 (REQUIRED /PROVIDED) SWALE = 1-- z Q CONCRETE PAVEMENT D O ASPHALT PAVEMENT D 0 FIRE LANE I WWW.KLOVEENGINEERING.COM LANDSCAPE AREA 00 O ROW DEDICATION BENCHMARKS TBM #1 MARKED "X" ON EXISTING FIRE HYDRANT LOCATED 420 FT NORTH OF MASKE ROAD AND FM 1518 INTERSECTION ALONG MASKE ROAD ELEVATION = 739.30' TBM #2 MARKED "X" ON EXISTING FIRE HYDRANT LOCATED 170 FT NORTHEAST OF MASKE ROAD AND FM 1518 INTERSECTION ALONG MASKE ROAD ELEVATION = 736.94' THE LOCATION OF EXISTING UNDERGROUND UTILITIES ARE SHOWN IN AN APPROXIMATE WAY ONLY. THE CONTRACTOR SHALL DETERMINE THE EXACT LOCATION OF ALL EXISTING UTILITIES BEFORE COMMENCING WORK. HE AGREES TO BE FULLY RESPONSIBLE FOR ANY AND ALL DAMAGES WHICH MIGHT OCCUR BY HIS FAILURE TO EXACTLY LOCATE AND PRESERVE ANY AND ALL UNDERGROUND UTILITIES. NAME: SUBDIVISION NAME: NOT APPLICABLE (PROPERTY IS UNPLATTED) ADDRESS: FM 1518, SCHERTZ, TEXAS 78154 PREPARARTION DATE: SEPTEMBER 12, 2017 ACREAGE: 1.994 ACRES (86,876 SQ.FT.) LEGAL DESCRIPTION: 1.994 ACRES OUT OF THE TORIBIO HERRERA LEAGUE NUMBER 68, ABSTRACT NUMBER 153, GUADALUPE COUNTY, TEXAS, BEING OUT OF A 24.486 ACRES TRACT, WHICH IS THAT SAME CERTAIN 25.000 ACRES TRACT RECORDED IN VOLUME 4255, PAGE 554 OF THE OFFICIAL PUBLIC RECORDS OF GUADALUPE COUNTY, TEXAS SAVE AND EXCEPT THAT PORTION CONVEYED IN VOLUME 4191, PAGE 727 OF THE OFFICIAL PUBLIC RECORDS OF GUADALUPE COUNTY, TEXAS. SURVEYOR: GARY A. GIBBONS, GIBBONS SURVEYING & MAPPING,INC. R.P.L.S. NO.: 4716 CITY OF SCHERTZ, GUADALUPE COUNTY, TEXAS. CONVENIENT STORE WITH GAS PUMPS AND CAR WASH, AUTOMATED. GENERAL BUSINESS, "GB" u01 11618 JONES MALTSBERGER RD. SAN ANTONIO, TX 78216 OFFICE: (210) 421 -8890 ATTN: GENEVIE RAMIREZ Q) Oo U `O L? L0 Q) 00 _o Zg LOT AREA: 1.994 ACRES (86,876 SQ.FT.) LIJ OWNER /DEVELOPER :_ B. RICHARDS GROUP, INC. N OV Q) ZQ) r o z Sz Q) E3 — — ----- — - - --- 19715 MESSINA OF TF 1! IMPERVIOUS COVER (SQUARE FOOTAGE & PERCENTAGE): 51,732 SF / 60% — _ _ 115141 `�i SAN ANTONIO, TX 78258 BUILDING AREA (GROSS SQUARE FOOTAGE): 4,500 SF CONVENIENT STORE LAND USE: RESIDENTIAL OFFICE: (210) 274 -0072 1,075 SF CAR WASH GB -2 (GENERAL BUSINESS II) EMAIL: ZAPIAIN.G®GMAIL.COM 0 ABS: 153 SUR: T HERRERA 0.8010 AC. BUILDING HEIGHT (FEET AND NUMBER OF STORIES): 23' -0 ", ONE -STORY z O MHTEX0387796/797 (VOL, 945, PG. 973, MPRGCT) CO w F.A.R.: 0.064:1 OWNER: ROBERT MAZE CIVIL ENGINEER - - -- KLOVE ENGINEERING, LLC. ' _ 22610 US HIGHWAY 281 N., STE 204 TOTAL PARKING: 24/24 (REQUIRED /PROVIDED) SAN ANTONIO, TEXAS 78258 U � Z CNI NUMBER OF HANDICAP SPACES: 1/1 (REQUIRED /PROVIDED) ��O Lo Z O = 1-- z Q OFFICE: (210) 485 -5683 w z O O 0 I WWW.KLOVEENGINEERING.COM 00 O C0 LL. V) ATTN.: SAMUEL COREY RAYBURN, P.E. J Q °- M ON Ld ~ craybrun@kloveengineering.com V) W u01 11618 JONES MALTSBERGER RD. SAN ANTONIO, TX 78216 OFFICE: (210) 421 -8890 ATTN: GENEVIE RAMIREZ Q) Oo U `O L? L0 Q) 00 _o Zg L.L N LIJ O W v LU Z� N OV Q) ZQ) r o z Sz Q) E3 WC/')L OF TF 1! of.... : ................... ......... SAMUEL COREY RAYBURN� °. ...°° ....................e..... 115141 `�i ENG; 06 27/18 w Q 0 z O CO w of U � Z CNI Q U) OW OwE- ��O Lo Z O = 1-- z Q z m GO w z O O 0 00 Q (ri L0 00 O C0 LL. V) cod X J Q °- M ON Ld ~ LL � V) W Ld Z � Q U 0 0 DESIGNED BY: SCR DRAWN BY: JAR SCALE: 1"=40' DATE: 09/11/17 SHEET NO. Cl ■ LANDSCAPE ORDINANCE COMPLIANCE , 1. LANDSCAPING REQUIRED TOTAL SITE AREA (SCOPE OF WORK): 96,674 SF -- —�— --- - - -� -- - - - -� -- 29% TOTAL LANDSCAPE REQUIRED: 19,335 SF LANDSCAPING REQUIRED _ ++ + TOTAL LANDSCAPING PROVIDED: 25,255 (26.1 %) SF LANDSAPING PROVIDED + + �L �L L L LLLL LLL LLLLL�� LLLLLL��LLLLLLLLLL ��L + TOTAL TREES REQUIRED: / / + !_- L,L LLLL L� LLL � LL �� L� LLLLLLLLLL LLLL (9) TREES PER ACRE (43,560 SF) 27 TREES REQUIRED / w w w + \ - -- LLL� LLL LLLL LLB ��LLLLLLLL L L + — - -- L + TOTAL TREES PROVIDED ON SITE: 44 TREES PROVIDED /� / __- - - i - L -L—. 4 91 _1! 44+ J �- LANDSCAPING IN FRONT YARD LANDSCAPING IN FRONT YARD REQUIRED: 19,335 SF x 40 %: 7,734 SF LANDSCAPING IN FRONT YARD PROVIDED: 33,960 SF (439.1 %) PROVIDED / � / � / S�Ss--SS C SASS SS--S SASS + ° + PARKING LOT LANDSCAPING - s // W W w W W TOTAL PARKING LOT AREA: 10,935 SF x 10 %: 1,094 SF PARKING LOT LANDSCAPING REQUIRED TOTAL PARKING LOT LANDSCAPING PROVIDED: 1146 SF (10.4 %) PROVIDED / _ C-) �� s / / + ° + w w WSW w/ W w + s + +° ° - + TREES REQUIRED PER PARKING LOT: 1,084 SF / 400 SF: 3 TREES REQUIRED PER PARKING LOT - C-) � -LLL + TREE PROVIDED IN PARKING LOT: 4 TREES + L -LLL ,I + M M M M LLB + PROPOSED BUILD NG LLL + w + + + FF= 740.70 -LLL + LLL + PERIMETER LANDSCAPING -LLL + LINEAR FOOTAGE ALONG MASKS ROAD: 278 FT 150 FT: 6 TREES REQUIRED / + L _ TOTAL TREES PROVIDED ALONG MASKS ROAD: 6 TREES PROVIDED w W L -- + L LINEAL FOOTAGE ALONG F. M. 1518: 383 FT / 20 FT: 20 TREES REQUIRED / w w + + + + ® + I TOTAL TREES PROVIDED ALONG F.M. 1518: 20 TREES PROVIDED + L L L L + LINEAL FOOTAGE ALONG ABUTTING EAST PROPERTY 280 FT / 50 FT: 6 TREES REQUIRED / ++ L L + / L L + TOTAL TREES PROVIDED ALONG EAST PROPERTY. 6 TREES PROVIDED s �� LINEAL FOOTAGE ALONG ABUTTING NORTH PROPERTY 256 FT /50 FT: 6 TREES REQUIRED / /�i� + + + TOTAL TREES PROVIDED ALONG EAST PROPERTY: 6 TREES PROVIDED / �� ° / ! + L Lw L + IRRIGATION �� V V ALL REQUIRED LANDSCAPE AREAS SHALL BE MAINTAINED WITH AN AUTOMATIC ++ L 7 L + I / w w UNDERGROUND IRRIGATION SYSTEM. / w A + v w + BUFFER ORDINANCE COMPLIANCE Adjacent tracts to the North and East are the same �� + �� + zoning classification {CB }, no buffer required. / / �� , ��'. . .. + _ -- II III II II � � II 1I 1 II III II II �w w w w w \w o � � - - - - - -- _ - -- -- „ w _ WWMH 0 i HF N w __ 0OHE w _ __ OHE ONF �, E OHE OHE ,ONE _ — —� —� Oy L c N� O w w - �— / ON E W 0HE—w— Qy E w w w . w - <c— . OHE O'E _ -QHH. . P— E Q �' J / PANT SCHEDULE SIZE = CALIPER OR SPREAD QTY. SYM. SCIENTIFIC NAME COMMON NAME HGT. SIZE CONDITION REMARKS TREES 5 PM Platanus mexicana MEXICAN SYCAMORE - 3" CAL. B and B DECIDUOUS / SINGLE STEM 7 QMa Quercus macrocarpa ------ - 3" CAL. Band B DECIDUOUS / SINGLE STEM 17 QS Quercus shumardii SHUMARD OAK ------ 3" CAL. Band B DECIDUOUS / SINGLE STEM 6 QV Quercus virginiana LIVE OAK - 3" CAL. Band B EVERGREEN / SINGLE STEM 9 UC Ulmus crassifolia CEDAR ELM - 3" CAL. Band B DECIDUOUS / SINGLE STEM SHRUBS 9 DW Dasilyrion wheeled SOTOL _ 5 GAL. EDGE OF PAVEMENT ACCENT / PLANT AT AS SHOWN 7 HP Hesperaloe parviflora RED YUCCA - 5 GAL. ACCENT / PLANT AS SHOWN 49 LGC Leucophyllum frutescens 'Gn. Cloud' 'GREEN CLOUD' CENIZO - PANT SCHEDULE SIZE = CALIPER OR SPREAD QTY. SYM. SCIENTIFIC NAME COMMON NAME HGT. SIZE CONDITION REMARKS TREES 5 PM Platanus mexicana MEXICAN SYCAMORE - 3" CAL. B and B DECIDUOUS / SINGLE STEM 7 QMa Quercus macrocarpa BUR OAK - 3" CAL. Band B DECIDUOUS / SINGLE STEM 17 QS Quercus shumardii SHUMARD OAK - 3" CAL. Band B DECIDUOUS / SINGLE STEM 6 QV Quercus virginiana LIVE OAK - 3" CAL. Band B EVERGREEN / SINGLE STEM 9 UC Ulmus crassifolia CEDAR ELM - 3" CAL. Band B DECIDUOUS / SINGLE STEM SHRUBS 9 DW Dasilyrion wheeled SOTOL _ 5 GAL. ACCENT / PLANT AT AS SHOWN 7 HP Hesperaloe parviflora RED YUCCA - 5 GAL. ACCENT / PLANT AS SHOWN 49 LGC Leucophyllum frutescens 'Gn. Cloud' 'GREEN CLOUD' CENIZO - 5 GAL. EVERGREEN / PLANT AT 4' -0" O.C. 7 LMY Lantana montevidensis'New Gold' 'NEW GOLD' LANTANA - 1 GAL. PERENNIAL / PLANT AT 30" O.C. 100 PAC Plumbago auriculata'Capensis' CAPE PLUMBAGO - 5 GAL. EVERGREEN / PLANT AT 3' -0" O.C. 6 ROP Rosmarinus off icianallis'Prostrata' PROSTRATE ROSEMARY - 1 GAL. EVERGREEN / PLANT @ 24" O.C. 82 RRZ Rosa'Radrazz' 'RADRAZZ' KNOCK -OUT ROSE - 5 GAL. EVERGREEN / PLANT AT 3' -0" O.C. 9 SG Salvia greggii RED SALVIA - 3 GAL. EVERGREEN / PLANT AT 30" O.C. 49 VS Viburnum suspensum SANDANKWA VIBURNUM - 5 GAL. EVERGREEN / PLANT AT 4' -0" O.C. GROUNDCOVERS AND GRASSES - Cynodon dactylon'419' '419' HYBRID BERMUDAGRASS - SOLID SOD SEE SPECIFICATIONS Cynodon dactylon'Blackjack' 'BLACKJACK' BERM UDAGRASS - HYDROMULCH SEE SPECIFICATIONS F . IVI. 1518 TING i U DING T U CAl6 to Sheet 1-1.0 for overall Landscape Plan, Detail, Calculations, and Plant Schedule. Refer to Sheet X1.1 for Enlarged Landscape Plan. o Sheet L2.0 for Specifications. Scale: 1" = 20'-0" 0 10' 20' 40' DESIG PLANNING LANDSCAPE ARCHITECTURE DEVELOPMENT CONSULTING 14607 San Pedro Ave., Suite 200 San Antonio, Texas 78232 210.831.8564 jrobinson (phorizondesign- sa.com ��,pNDSCgoF q- *;0B /NS CyJ, tA� 375 OF fhe, user of this file a�ree5 to a55urre all re5por5ibilit,j for anti rnodificatior5 to or use of this drawincl file that i5 inconsistent with the requiremert5 of the Rules and Pe�datior5 of the fexa5 oard of Archtect)ral �xarwrer5, No perm maq +make anq rnorl if1c,*M5 to this electronic drawircl file wth� the bawl >cc�pe kch&�A 5 express written perrni55ion, OWNER a Richards PROJECT Group, Inc. Hop C—Store Maske Road Schertz, • "• Schertz, Texas 8 REVISIONS 1. City Comments 3/29/18 2. City Comments 5/11/18 4. City Comments 8/17/18 � � r D a Checked By: jr Sheet Title: i VERALL ♦ ' ♦• ♦ I■■R�� Date: Issue December t 34 I X + + _AA, A'A'A A'A'A A A A + A + A + A A A A A A A A A + 12 L__ L__ L__ L__ + VLL L LLLL LLL _LLL LLLLLL L LLLLLLLLLLL LLLL 0 L 1 /8" X 4" METAL I= DG ER - TYP. @ L LLL,*L PLANTER AREAS AS SHOWN L L L LL L _LL_ L L L LOS— L + V L�7 LLB _LL LLLLLLL LLI LL LL + LL ------ —7—L L + L L LL INGRESS / EGRESS EASE MENT - REF. + CIVIL PLANS / / / FUNDERGR LIND UTILITIES Is (TYP.) -RE .CIVIL PLANS S _SS__SS_SS SS_SS__SS SS__SS —S — s- S + SS o SS/ SS S S + I W_ w w w W w W—W—W UL_W_W_W__W Z% S U) XA + 2 Q + 0 + 0 3 '-, S + + S 0 7 M _LLL� _LLL M_ —M —m- LLL 2 _1 C + 3 _LLL U PROPOSED BUILDING _LLL� + UNDERGROUND UTILITIES (TYP.) _LLL� + + + + REF. GENERAL NOTES FF- 740,70 _LLL� + _j + _LLB� + _LLL ■ LL� + AR, LL� 3 + 3 I\J L� + + + + + QS L L 0 N� + + 3 • • LL i + J + Cj 2 + 3 _LL Ll + + 3 41 41 Q ,- + Ma UNDER ROUND UTILITIES LLL1 {TYP REF. CIVIL PLANS ES Qs� (TY C9 36 L 1w L I + 4�( + I + + + + + _LLL1 � �� + LLB El El El El ❑ ❑ ❑ ❑ ❑ El LL 0 L I _ V + + LLL� 1'/8-- X'4" M`ETA' EDGER' + I /Q\� -TYP.@ PLANTER + , AREAS AS SHOWN 1:1 ❑ El ❑ 1:1 ❑ El ❑ El ❑ El ❑ El ❑ El ❑ El ❑ El + %X C + &L + F PROPOSED GAS PUMPS H 11 H H 1I i 11 H H H H H H 1� H i UN ERGROUND UTILITIES 11 H IN I h IN 11 H H HH HIM H CANOPY STRUCTURE EASEMENTS (TYP.) _ULLIJUL[L 9 A4 (TY EF. CIVIL PLAN;�A REF. CIVIL PLANS 0 + A + 35 35 46 + + + + + A A+ :F + + A + kA. A+A+A+At V 0 qMa ','as 08,_ _�Qm_a _-,-Qma� Qua �u UC, C�, �,Pm, �Pm� PM, U0, UG�_,_ Z EASEMENT REF. CIVIL PLANS \"S 51- WMH Z /W OtiF , ---------- M F. GENERAt-NOTES 16' WATER EASEMENT REF. CIVIL PLANS UNDERGROUND UTILITIES (TYP) - - - - - - --- --- - - - - - - - -- — ------ . . . WWMH M M OHE OH =AV-- UHt OHf OHE OHF 5' SIDEWALK - REF. CIVIL PLANS Z 5' SIDEWALK - REF. CIVIL PLANS HE OHE QHF uNr 0 �OHE \F_ 7LG77— OHE 0 OHE QHE OHE OHE ---- --- OHe 0HE" OH&----\7- OHE�� 04 E HE OHE 4 HE 'OH OHE OHE 0Hf-- OHE ------------------ d — OHE OHE OHE FF--------- -- EDGE OF PAVEMENT ................ ............... F M 1.c;1 R Scale: 1/16" = 1'-0" Refer to Sheet L1.0 for Overall Landscape Plan, Detail, Calculations, and Plant Schedule. Refer to Sheet L1.1 for Enlarged Landscape Plan. Refer to Sheet L2.0 for Specifications. I z Z 0 8' 16' 32' DESIGR W ow-a--aC-VC-L-B-FVE1W71 PLANNING LANDSCAPE ARCi- 31TECTURE DEVELOPMENT CONSULTING 24607 San Pedro Ave., Suite 200 San Antonio, Texas 210.831.8564 jrobinson(phorizondesign-saxorn 0 a- vko 375 OF 11he, user of this file a�ree5 to a55urne all re5por5bilfi,j for anti modificatior5 to or use of this drawing file that i5 rcon-,15ter+ with the requirerner+,5 of the Rules and Pe�ulatior5 of the fexa5 hoard of Arclh+&Lral �xarwrer5, No per- 'en maq wake anq rnod f1c,*M5 to this electronic drawiro� file w+hc�,it the L ard>Ci�,�Are kch itect, 5 express written perrni55ion, OWNER Richards roup, Inc. bFbr .11NA111C . *Jill l]L#� PROJECT Iop_ In C-Store Maske Road Schertz, TX 1518 • Maske Rd. Schertz, Texas 78154 REVISIONS 1. City Comments 3/29/18 2. City Comments 5/11/18 1 City Comments 6/28/18 4. City Comments 8/17/18 Drawn By: bc Checked By: jr L1.1 Issue Date: December 13, 2017 1.1 Work Included A. Place and spread topsoil and planting mix. B. Install edging at planterareas. C. Excavate and prepare plant pits. D. Place plants in pits and backfill with planting mix. E. Prune plants. F. Apply mulch to planter areas. G. Install solid sod, hydromulch, or seed mix. H. Guarantee plants. 1. Inspect plants during the Guarantee Period. 1.2 Reference Standards A. Nomenclature and size. All plants must be true Uo name and size in conformance with the following standards: B. American Joint Committee on Horticultural Nomenclature, 1942 ed. of Standardized Plant Names (Mount Pleasant Press, J. Horace McFarland Co.. Harrisburg PA) C. American Standard of Nursery Stock, 1973 ed. (American Association of Nurserymen, Inc., Washington DC) 1.3 Submittals A. Submit weed control program in accordance with Sec. 01300 1 . Indicate chemicals to be employed, manufacturer's printed instructions as to dilution and application, solution strength, application method, rates, and frequency, and frequency of manual weeding. 2. Submit chemical manufacturer's written certificate that material proposed for use meets local, state, anie. federal regulations for the type of material proposed and that the material is not toxic to humans and animals if applied per the manufacturer's written instructions. B. Submit topsoil sample (min. 1 -gal. bag) in accordance with Sec. 01300 1 . Indicate topsoil supplier source. 2. Provide laboratory test results indicating compliance w/ topsoil composition requirements. C. Submit planting mix sample (min. 1 -gal. bag) in accordance with Sec. 01300 1 . Indicate planting mix supplier source. 2. Provide laboratory test results indicating compliance w/ planting mixi composition requirements D. Submit bark mulch sample (min. 1 -gal. bag) in accordance with Sec. 01300 1 . Indicate bark mulch supplier source. E. Submit decomposed granite sample (min. 1 -gal. bag) in accordance with Sec. 01300 1 . Indicate decomposed granite supplier source. F. Submit river rock sample (min. 1 -gal. bag) in accordance with Sec. 01300 1 . Indicate river rock supplier source. F. Submit irrigation system product data in accordance with Sec. 01300. 1 . Provide manufacturers' cut sheets indicating compliance with all equipment specified in the Irrigation 1A Product Delivery, Storage, and Handling D. Handle and store all materials in such a manner as to prevent damage. 1.5 Existing Conditions A. Prior to commencement of work, investigate the site, locate and identify all existing underground utilities that may conflict with the installation of the work described in the contract documents, and notify the Landscape Architect of the conflict and do not proceed with construction in the affected area without specific direction. B. Protect identified utilities from damage during installation. 1.6 Guarantee A. All plants will be guaranteed against defects, including death and unsatisfactory growth, for a period of 12 months following the date of Substantial Completion. If replacement plants are installed, they will be guaranteed for an additional 12 months following their installation. 1.7 Responsibilities of Owner and Contractor A. The Contractor will provide monthly inspections of the project during construction and the guarantee period and immediately provide to the Owner and the Landscape Architect a written report identifying any irregularities which affect the guarantee. B. The Contractor will monitor any construction, whether conducted by other trades or the Owners employees, adjacent to new and existing plants. The Contractor will identify and document any damage to the plants and immediately notify the Landscape Architect of same. The Contractor will replace any damaged plants at no expense to the Owner. Any reimbursement from other trades or contractors shall be the sole responsibility of the Contractor. C. The Contractor will remove and replace all dead plants. D. The Contractor will ensure all plants are installed in an upright position and to proper finish grade and will reset any plants not installed accordingly. E. The Contractor will have the sole responsibility for ensuring that all plants are maintained and watered 1.8 Final Inspection A. At the conclusion of the guarantee period, the Landscape Architect will inspect the planting to assess the final acceptance of the installation. Only plants that are alive and healthy will beaccepted. The Contractor will replace any plants that are dead or, in the sole opinion of the Landscape Architect, in an unhealthy or unsightly condition or have lost their natural form due Uo dead or removed branches. The Contractor will bear the cost of replacing any plants. 1.9 Quality Assurance A. Before entering into a contract with any subcontractor, the General Contractor will investigate the stable, reputable, and skilled in this area of work. The General Contractor will require and review a minimum of the following submittals: 1. Experience. The subcontractor will be a single firm specializing in landscape installation with a minimum 5 years documented experience. Documentation will demonstrate a minimum 10 installations of equal or greater size. The subcontractor will furnish the name, address, and telephone number for both the General Contractor and Owner on these projects, as well as the contract price, the company name under which the work was performed, and completion date. 2. Personnel. The subcontractor will provide a list of the project manager and foreman proposed to complete the work, their years of experience in the industry, any formal training, and years of service with the current company. If a separate irrigation subcontractor is to be used, the same information will be provided. 3. Business Expertise. The subcontractor will submit a current audited financial statement, current insurance certificate, contact information for their insurance com, bondin and bondin& c=Mv and contact information for their bonding company. B. Should the subcontractor selected by the General Contractor default on the contract, fail to complete the work in conformance with the Contract Documents or enter into bankruitci the Owner will �g the Landsca 2.1 Materials A. Topsoil. Provided by the landscape subcontractor from local sources, sandy loam which is fertile, friable, surface soil. Topsoil will be free of rocks, stones, subsoil, building debris, weeds, grass, clay lumps, and other materials which would be detrimental to tur1grass growth. Topsoil composition will be not less than 7% nor more than 12% clay and not more than 12% silt. B. Planting Mix. Plant mix composition will be 35% compost, 33% red sand, 16% composted topsoil, and 16% pine bark mulch. C. Commercial Fertilizer. Complete fertilizer of neutral character, with some elements derived from organic sources and containing available plant nutrients in the following percentages: 1 . For trees and shrubs - Woodace Top Dress Special (20-4-11, 8 - 9 month formula) at a rate of 5 to 10 lbs. per 100 SF. 2. For lawns - Min. 1 lb. of actual nitrogen per 100 SF of lawn area, min. 4% phosphoric acid, and min. 2% potassium. Provide nitrogen in a form that will be available to tur1grass during the initial period of growth and in a minimum 50% organic form. 2.2 Plant Materials A. The drawings contain a complete list of plant species, quantities, sizes, and other requirements. In the event that discrepancies occur between the quantities of plants indicated on the plant list and as indicated on the drawings, the plant quantities shown on the drawings will be given precedence. B. No substitutions of plants will be permitted without express prior written authorization by the Landscape C. All plants will comply with state and federal inspection and diseases infestation laws. D. All plants will be typical of their species or variety, with normal, well-developed branches and vigorous root systems. E. All plants will be healthy and vigorous, free from defects, disfiguration, knots, abrasions, sunscald, diseases, insect eggs or larvae, borers, and all other forms of diseases or infestations. F. All plants will be nursery stock. Any plants gathered from native stands must be kept under nursery conditions for a minimum of 1 full growing season, must be free from all foreign plants and weeds, and must meet all other requirements of the Contract Documents. G. Container-grown plants must exhibit development of fibrous roots and have a root mass that will retain its shape when removed from the container. Plants grown in smaller containers must have root growth sufficient to reach the sides of the container. Root-bound container-grown plants will be rejected. K Container sizes of a large grade than listed in the American Standard for Nursery Stock (ASNS) shall b determined by the volume of the root ball specified in the ASNS for plants of the same size. 1. All bare root plants must have a heavy, fibrous root system and dormant buds at the time of planting. J. All plants must have average height and spread proportions and branching habit in accordance with th( appropriate sections of the ASNS. K. All plants which have girdled roots, stem, or major branch, have deformities of the stem or major branc lack symmetrical growth habits, have dead or defoliated portions, or have any defect, injury, or conditions which in the sole opinion of the Landscape Architect renders them unsuitable, will be rejected. L. Balled and burlapped plants must have a solid ball of earth of minimum specified size held securely in place by burlap and stout rope. Oversized or exceptionally heavy plants will be accepted provided the size of the root ball or spread of the roots is increased proportionally. Root balls must be tight, unbroken, and free of weed or foreign plant growth. Root balls shall have the following depth-to-diameter ratios: root ball diameters of less than 20" = minimum depth of 75% of the diameter; root ball diameters of 20" to 30" = minimum depth of 2/3 of the diameter; root ball diameters over 30" = minimum depth of 60% of the diameter. M. Plants delivered as a single unit of 25 or less of the same size, species, and variety must be clearly marked and tagged. Plants delivered in large quantities of more than 25 must be segregated as to variety, grade, and size, and 1 plant in each 25 plants, or fraction thereof, of each size, species, and variety, must be N. Plants stored under temporary conditions will be the responsibility of the Contractor and must be Xrotected at all times from extreme weather conditions N,,ZmisAdatirig the root balls with sawdust soil mulch or other approved measure. Plants stored on paved areas must be separated from the pavement with an insulating layer. 0. Protecting stored plants from theft or vandalism will be the sole responsibility of the Contractor. Any stolen plants will be replaced at no cost to the Owner. 2.3 Miscellaneous Materials A. Mulch. Shredded native mulch applied to a depth of 4" beneath all new trees and 4" beneath all shrubs. B. Stakes. Sound new hardwood, treated softwood, or redwood stakes, free of knot holes and other defects, or metal stakes. Provide wire ties and guys of 2-strand, twisted, pliable galvanized iron wire, minimurr. 12-gauge, with zinc-coated turnbuckles. Provide minimum 1/2" diameter rubber or plastic hose, cut to required lengths and of uniform color, material, and size, to protect tree trunks and branches from damage by wires. All new trees are to be staked. C. Anti-Dessicant: Emulsion type, film-forming agent designed to permit transpiration but retard excessive loss of moisture from plants. Deliver in manufacturer's full identified containers and mix in accordance with manufacturer's instructions. D. Plastic trunk protectors: Provide ArborGard+, AG 9-4+ by Deep Root Partners, L.P. (or equal), (1-800-458-7668) to protect new trees from damage by string trimmers and mowers. 3.1 Inspection A. Inspect existing site conditions and progress of other trades before commencing landscape installation B. Verify that construction has progressed to a point at which the landscape will not be adversely affected by subsequent construction and that existing conditions are acceptable for landscape installation. C. Report adverse conditions to the Landscape Architect and do not proceed with the work until adverse conditions have been rectified. D. Commencement of the landscape installation will constitute acceptance of the site conditions without 3.2 Preparation of Subsoil A. Inspect subsoil for the presence of objectionable materials such as rocks (2" diameter and greater), concrete waste buildina debris weeds, frass and other material that would be detrimental to the �srowth of plants and turilgrass. Protect existing underground improvements from damage. B. Cultivate the subsoil to a depth of 3" or, if the subsoil is compacted due to heavy equipment traffic or storage, cultivate to a depth of 6". 3.3 Spreading Topsoil A. See lawn installation for topsoil spreading procedures in0mrfgoass areas. B. Spread topsoil and planting mix Uo required finish grades. 0|0mr1qnaas areas with topsoil \oaminimum depth of4.^ C. Cultivate with a mechanical tiller to break up clods and cultivate by hand in inaccessible areas. Rake until the surface iesmooth. 11, Remove from the site any foreign or objectionable material collected during cultivation. -= Grade to eliminate rough spots and low spots where ponding may occur, maintaining smooth and uniform grades that will encourage positive drainage. Continue to grade the topsoil until it is firm and settled with a smooth surface, watering, drying, and re-grading as necessary. The landscape Contractor is solely responsible for ensuring positive drainage regardless of the condition *f the subgrade. If extreme pr objectionable conditions exist, notify the Landscape Architect before G. Mix the specified soil amendments and fertilizers with topsoil at the specified rates. Do not mix fertilizers unless planting will follow the spreading of topsoil or planting mix within 48 hours. '+ All planting areas must be prepared so that they remain free of debris and weeds until planting occurs. 1. Weed control in the planting areas will consist of killing all weeds and maintaining a weed-free condition in accordance with the weed control program until completion of the project. J. Protect adjacent plants from damage due to overspray of weed control chemicals. 3.4 Planting A. The Contractor will begin planting when other work divisions such as topsoil spreading have progressed sufficiently to permit planting. Planting will occur where it is shown on the Contract Documents unless obstruction overhead or underground are encountered or where changes in construction have been made. Prior to the excavation of shrub or tree pits, the Contractor will locate and identify all underground utility lines, electrical cables, irrigation lines, and conduits. If such obstructions are found, promptly notify the Landscape Architect and do not proceed without clear direction. C. No planting pits will be excavated until the proposed locations and plant sizes have been reviewed and ��.pproved by the Landscape Architect. Each plant will be planted in an individual pit dug with straight vertical sides. All plants will be set such that their original soil level is equal to the ultimate finish grade. No filling will be done around the trunks and stems. All ropes, wires, staves, etc., will be removed from the sides and top of the root ball and removed from the pit before filling. Burlap will be properly cut and removed from the sides of the root ball. When a depth is specified for the plant pit, it will be construed as the depth below adjacent finish trade. Excess excavation from plant pits shall be either used elsewhere or removed from the site entirely. 1. The Landscape Architect will review and approve the location and orientation of all plants prior to excavation of their pits. All trees will be planted in pits a minimum 24" greater in diameter than the container size or spread of their roots. In the event that solid rock is encountered in the bottom of the pit, break up and oosen the sides and bottom of the pit so that water will drain effectively. The pit will be a minimum of 9" 0eeper than the depth of the root ball and will have a crown from the middle to the sides in order to direct 0rainage away from the root ball. Place planting mix in the bottom of the pit and tamp down to prevent settling. 1'ackfill the pits with planting mix in layers no greater than 9" and tamp down to avoid settling. Provide enou0_ planting mix to bring to finish grade and form a saucer with a minimum 4" lip around the perimeter of the tree's root ball so water will pond and soak into the root ball. Stake trees immediately after planting, then remove the stakes after one (1) year. If deciduous trees are planted in full-leaf, spray with anti-dessicant to provide an adequate film over the trunk, branches, stems, and foliage. G. Shrubs will be planted in pits a minimum of 12" greater in width than the diameter of the root ball or container. In the event that solid rock is encountered in the bottom of the pit, break up and loosen the sides and bottom of the pit so that water will drain effectively. The :O,epth of the pit will be sufficient to accommodate the root ball and to set the plant at finish grade. Backfill the pit with planting mix, tamp down and settle thoroughly, bring to finish grade, and form a slight saucer to hold �Aditional water and soak the root ball. After planting has been approved, apply bark mulch to a depth of 2" ��.round all plants in the planting area. All ground cover material will be planted as follows: 1 . One gallon material will be planted the same as one gallon shrubs. 2. 4" pot material will be planted in pits the same size as or larger than the root system, then firmly tamped by hand and watered in using a fine spray. 3. Where settlement occurs, backfill with additional planting mix to cover exposed roots and to bring to finish grade. ,J. After planting has been reviewed and approved, apply decomposed granite to a compacted depth of 2". 5. Thoroughly water each plant using a root stimulator solution (Green Light or equal) mixed according to the manufacturer's recommendations. i. Neatly prune and/or clip each plant as necessary to preserve the natural character. Conduct all pruning with sharp, clean tools and clip bruised or broken branches with a clean cut. Paint pruning cuts 2" in diameter 2.nd larger with an approved tree wound paint. 7. Apply water as required to keep the mulch damp at all times during germination and initial growth period *r as directed by the Landscape Architect. 3.5 Lawn Installation A. Do not commence lawn installation until after the irrigation system has been completely installed and is operational. B. Do not commence any lawn installation until the Landscape Architect has reviewed and approved all areas prepared for sodding. 3.6 Sodded Lawns A. Prior to spreading topsoil and in all areas to receive lawn, cultivate the subsoil to a minimum depth of 4". Cultivation may be conducted by disc, spring tooth harrow, rototiller, or similar mechanical means, and should be done in a direction perpendicular to the natural flow of water. After the topsoil has been spread, mechanically till the area to a depth of 4 , then roll rake and drag to remove all large clods, rocks, debris, and litter over 1 " in diameter. Dispose of clutter at an off-site location. C. Using a lightweight, water-filled roller, roll the raked topsoil in two (2) opposite directions. 11. Rake the rolled topsoil to a smooth, level surface, removing ridges and filling depressions. Remove all remaining rocks and debris over 1" in diameter. Hold the finish grade 1-1/2" below adjacent curbs, sidewalks, paving, and other hard surfaces. Apply the fertilizer at a rate of 2 lbs. per 1000 SF. Rake the fertilizer into the surface soil at a depth of 1/2" to 1 Roll the fertilized topsoil in one (1) direction, water lightly of the surface soil is dry, then allow to dry. 1. Lay the sod within 24 hours of stripping. Working from plywood boards to avoid disturbing the topsoil or sod, but the ends and sides of sod strigs without overlaa- sta er striii�s to offseQoints in adjacent courses, ;md tamp or roll lightly to ensure good contact with the surface soil. Sift topsoil into minor cracks between sod pieces, then remove excess from the top. Do not lay dormant sod. J On slopes in excess of 20% (5:1), anchor sod with wooden stakes. K. Water sod thoroughly with a fine spray immediately after application. L. Erect a barrier of stakes and ropes around the perimeter of the sodded areas and post warning signs t# deter foot traffic. M. Water as necessary to keep the sod damp at all times through germination and initial growth period. 37 Hydromulch A. Seed 1. Fresh, clean, new-crop seed, meeting USDA rules and regulations under the Federal Seed Act and Texas Seed Law for purity and germination. 2. Free of objectionable foreign material. 3. Treated with approved fungicide bya commercial or state laboratory not more than @ months prior 1othe date ofplanting. 4. Wet, moldy, nr damaged seed will not beaccepted. 5. Seed Mixture: i. If planting occurs between May 15 and September 1, provide Sultan bermudagrass seed at 2 lbs. PLS per 1OOOSFof seeded area. ii� |f planting occurs between September 2 and May 14. provide Gulf annual 0egmsm seed ot8|by. PLS per 1OOOSFuf seeded area. Return hojobeiha between May 1G and May 3O after all ryegmae has died, till the hydromulch area, and re-apply the hydromulch with Sultan bermudagrass seed at 2|ba. PLS per 1OOOSFof seeded area. iii. If planting in shaded areas between September 2 and May 14, provide Hound Dog Fescue seed at 3 lbs. PLS per 1OOOSFof seeded area. B. Aomaaaohes 1. Fertilizer: Commercial lawn fertilizer, water soluble, GU96 slow release. 2. Water: Clean, fresh, and free from foreign substances ormaterial. 3. Glue agent: Contractor's standard type, non-detrimental 0oseed. 4. Wood mulching agent: Contractor's standard type, non-detrimental to seed. G. Stakes: Softwood |umber, chisel pointed. @. String: Organic fiber. C. Hydvomu|ohing Slurry Mix 1. Mix specified seed, fertilizer, and wood mulching agent in water, using equipment specifically designed for hydnoaeedapplication. Continue mixing until blended uniformly into e homogenous slurry suitable for hydraulic application. 2. Proportion slurry mix aafollows: I. Wood mulching agent: 45|be. per 1OOOSFof seeded area ii. Water soluble fertilizer: G|be. per 1OOOmf seeded area iii. Glue agent: 1 lb. per 1OOOSFof seeded area iv. Seed D. Subsoil Preparation 1. Remove from subsoil all objectionable material such as concrete waste, building debris, rubbish, weeds, grass, stumps, and rocks greater than 1^indiameter. 2. Protect existing underground improvements. 3. Cultivate Une depth of3^in areas Uo receive topsoil. |f subsoil ia compacted due \o equipment \naffioor storage, cultivate Uoe depth of8^ E. Topsoil Spreading 1� Spread topsoil ot minimum specified depth iu required finish grade. 2. Cultivate topsoil with a mechanical tiller 0o break upclods. |n areas inaccessible by tiller, cultivate by hand. 3. Rake until topsoil surface is smooth. 4. Remove from the site any objectionable materials collected during cultivation. 5. Fine grade Uneliminate rough and low spots where ponding ormanceUing would occur. Maintain smooth, uniform grades, working topsoil, watering, drying, and re-grading as necessary to produce a firm, smooth, and settled soil profile. & The landscape subcontractor shall be responsible for assuring positive drainage regardless of the aubgmdeoondiUon. If extreme or objectionable subgrade conditions exist, notify the Landscape Architect prior Uo spreading topsoil. 7. Mix the specified soil amendments and fertilizer with topsoil at rates specified. Do not mix fertilizers if hydnomu|oh will not be applied within 3days. 8. Maintain all prepared planting areas free uf weeds and debris. Q. Planting area weed control shall consist of removing all existing weeds and maintaining a weed-free condition in accordance with the approved weed control plan until project completion. 10. Protect adjacent vegetation from damage due to overspray or misplaced application of weed control chemicals. Replace all plants mistakenly treated with weed control chemicals at no cost to the Owner. F. Hydnooeeding 1 Examination i. Verify that the topsoil profile has been prepared in accordance with this Section and is ready to receive the planting. ii. Apply seeded slurry with a hydraulic seeder evenly in 2 intersecting directions. iii. Identify seeded areas with stakes and string around the entire perimeter. Space stakes ad max. 1Gfeet O.C. and set string height Un12^ above adjacent finish grade. G. Cleaning 1. Maintain the construction, storage, and planting areas free from the accumulation of waste materials and rubbish. 2. Clean all paved areas that become soiled during landscape installation. Remove dirt, planting materials, and debris. 3. Clean in accordance with Sections O1GOO and O17OO. 3.8 Cultivation and Cleanup A. Upon completion of the planting, all excess material shall be removed and disposed of at a location off-site. Bring the finish grade in planter areas to a uniform grade, 1-1/2" below all adjacent paving or hard surfaces. Loosen the soil surrounding each individual plant to a distance of three (3) feet around each new tree and large shrub and 12" around each new small shrub and ground cover. 3.9 Maintenance and Restoration A. The Contractor will ensure adequate and proper care of all plants and work done on this project until final acceptance, but in no case less than 30 days following Substantial Completion. This will include keeping all plants in a healthy growing condition by watering, cultivating, pruning, and spraying, keeping the planting areas free from insect infestation, weeds and grass, litter, and debris, and retaining the finish grade in a neat and uniform manner. Plant crowns, runners, and branches will be kept free of mulch at all times. B. Protect all lawn areas from vehicle and pedestrian traffic. C. Repair all sod areas damaged by any cause prior to final acceptance. D. The lawn establishment period will begin immediately after the lawn planting area has been accepted b the Landscape Architect, will extend for a minimum of 30 days or until the end of the contract, and will consist of caring for all lawn areas within the project limits of work. E. During the lawn establishment period, the Contractor will be responsible for ensuring healthy growth of the turilgrass. This responsibility includes all labor and materials necessary keep the project in a presentable condition, including, but not limited to, litter removal, mowing, trimming, weed control, removal of grass clippin edging, and any necessary re-sodding and repair. F. During the lawn establishment period the Contractor will as often as conditions dictate mow the turfgraE to a cutting height of 1-1/2". The tur1grass shall never exceed 3" in height and all clipping will be removed frot the site. G. During the months of March through September, the Contractor will edge at least once every month or as directed by the Landscape Architect. H. During the months of March through September, the Contractor will apply water to sodded areas at an even rate of 1 " of water per week, although the Landscape Architect may change this rate as conditions I . Final acceptance of the lawn areas will be based on he presence of a uniform stand of grass at a uniform grade at the time of final inspection. Areas 24" square and large that are bare, have a poor stand of grass, or have an finish Crade that is not uniform will be at the Contractor's ex�ense re raded, re-sodded, an fertilized as specified herein. J Upon completion of the initial planting, the Landscape Architect will make an inspection of all plantings and noti4YA the Contractor in writinj of an - ylacements or corrective actions necessaig to meet the wrovisiom, of the Contract Documents. The Contract will then replace all the rejected or missing plants and perform the specified corrective measures. K. All replacement plants will be of the same species, size, and quality. All rejected plants will be replace( within 30 days of notification. 310 Acceptance A. Upon receipt nfa written request from the Contractor at least seven (7) prior, the Landscape Architect will inspect the planting and maintenance to determine its completion and the beginning of the guarantee period. All plants must be alive and healthy in order for the installation to be considered complete. Where inspected work does not comply with the requirements of the Contract Documents, replace rejected work and continue to perform the specified maintenance until the Landscape Architect re-inspects the work and finds it acceptable. Remove rejected plants and materials from the site. Refer to Sheet L1.0 for Overall Landscape Plan, Detail, Calculations, and Plant Schedul Refer to Sheet L1.1 for Enlarged Landscape Plan. Refer to Sheet L2.0 'Tor Specifications. I DESIGN AND DEVELOPMENT PLANNING LANDSCAPE ARCHITECTURE DEVELOPMENT CONSULTING 1^oo7 San Pedro xve, Suite 2on San Antonio, Texas 78232 210.831.8564 jrobinson(phorizondesign-sa.corn �� u^'| /��'||�^ �� 11he, u��ernFthi-, file o�rem to a!�rne all re5pon5bilb,I for anq mm]|ficat|or��tooru-.eofth|5 draw|mq file that |�5 incun*|*te-4 with the requ|remen+,5 oftkie P,de5 and Pe�dmt|un!�cfthe fexa�!��o�rduf/�rclh+acLral �xam|nar5 Nopar-lormaq make anq rnmJ|f1c,*unsto{�|e electronic dnnw|no� file wd�(mt the [and!�ci�,�Arekch itect 5 mxpnm!��, writtanPenn|**|on OWNER B. Richo-trids Group, Inc. rby* Mirleve-07- �1� PROJECT Hop-in C-Store Schertz, TX Schertz, Texas 78154 REVISIONS 1. City Comments 4. City Comments ZONE MA 4 =0 Sheet Title: 4919 �� 17' -0" d- M 4' -0" 4' -0" 3 COAT STUCCO / PAINT 2' -0" 14' -10" 0 2' 0" 2' -0" SEXTERIOR ELEVATION 1/8" = 1' -0" THIS ARTICULATION OFFSETS THE BUILDING BY 2' -0" TOP OF PARAPET WALL TOP OF PARAPET WALL E j Cp M� C? - ih - N � 0 0 N bo O 3 COAT STUCCO / PAINT Eo Eo 6" PRE - FORMED MASONRY CAP 56'-4" 48' -4" 13' -8" 44'-4" 94' -4" 56'-4" 2' 0" SECURITY DOOR AT LADDER 94' -4" N EXTERIOR ELEVATION 1/8" =1' -0" 16-10" 4' -0" VERTICAL AND HORIZONTAL ARTICULATION OFFSETS THE BUILDING BY 2' -0" -� 1MT� TAT -AW� 3 COAT STUCCO /PAINT PRE- FORMED Eo Eo 3 COAT STUCCO / PAINT 4' -0" 2' -0" 17' -0" THIS ARTICULATION OFFSETS THE BUILDING BY 2' -0" i 0 ire 3 COAT STUCCO / PAINT Yai BO M 0 M N 0 GENERAL FACADE INFORMATION BUILDING TYPE COMMERCIAL TOTAL BUILDING FACADE AREA 5,998 SOUTH FACADE INFORMATION 1000 GROSS AREA OF SOUTH FACADE ELEVATION 1,999 NET AREA OF SOUTH FACADE ELEVATION 1,375 AREA OF WINDOWS AND GLASS DOORS 624 STUCCO SQUARE FOOTAGE 716 _ BRICK SQUARE FOOTAGE 410 OTHER (METAL) SQUARE FOOTAGE 249 OTHER (METAL) SQUARE FOOTAGE 282 WALL MATERIAL LEGEND MTL -1: BERRIDGE HS -8 / AWARD BLUE OR APPROVED EQUAL(APPROVE COLOR WITH OWNER)(CONTRACTOR TO PROVIDE A SAMPLE) GUTTERS TO BE CHARCOAL GRAY WITH ARCHITECTURAL PROFILE. DOWNSPOUTS TO BE FLUROPON LIGHT STONE MAS -1: HEADWATERS 8" SPLIT FACE CMU - GRAY GRANITE MAS -2: ACME BRICK - MODULAR SIZE - BLADE CUT TEXTURE - GALENA ELP374 MORTAR COLOR: SPECTRUM MORTAR / KRETE / COLORED TO MATCH BLOCK CAULKING: BASF SONOLASTIC / SONNEBORN / OFF WHITE SEALANT: PROSOCO,INC /SURE KLEAN WEATHER SEAL /BLOK GUARD & GRAFFITI CONTROL, AT A MINIMUM RATE OF 1 GALLON FOR EVERY 60 SQUARE FEET. GENERAL FACADE INFORMATION BUILDING TYPE COMMERCIAL TOTAL BUILDING FACADE AREA 5,998 NORTH FACADE INFORMATION 1000 GROSS AREA OF SOUTH FACADE ELEVATION 1,999 NET AREA OF SOUTH FACADE ELEVATION 1,952 AREA OF WINDOWS AND GLASS DOORS 0 STUCCO SQUARE FOOTAGE 329 STUCCO SQUARE FOOTAGE 555 BRICK SQUARE FOOTAGE 1,115 OTHER (METAL) SQUARE FOOTAGE 282 �t n _On � V 0 N co O �I o � N O CV � O O TOP OF PARAPET WALL TOP OF PARAPET WALL MTL -1 AT AWNING 0 M N 0 VERTICAL AND HORIZONTAL ARTICULATION OFFSETS THE BUILDING BY 2' -0" PRE - FORMED - MASONRY CAP � i-SF- GENERAL FACADE INFORMATION BUILDING TYPE COMMERCIAL TOTAL BUILDING FACADE AREA 5,998 EAST FACADE INFORMATION 1000 GROSS AREA OF SOUTH FACADE ELEVATION 1000 NET AREA OF SOUTH FACADE ELEVATION SAME AS ABOVE AREA OF WINDOWS AND GLASS DOORS 0 STUCCO SQUARE FOOTAGE 329 BRICK SQUARE FOOTAGE 620 OTHER (METAL) SQUARE FOOTAGE 51 4' -0" VERTICAL AND HORIZONTAL ARTICULATION OFFSETS THE Ar BUILDING BY 2' -0" 18' -0" 3 COAT STUCCO / PAI 16' -2" 18' -0" 52' -2.. EXTERIOR ELEVATION E 1 /8" =1' -0" 3 COAT STUCCO / PAINT EXTERIOR ELEVATION 1/8" =1' -0" En in M 0 16' -2" GENERAL FACADE INFORMATION BUILDING TYPE TOTAL BUILDING FACADE AREA COMMERCIAL 5,998 SOUTH FACADE INFORMATION GROSS AREA OF SOUTH FACADE ELEVATION 1000 NET AREA OF SOUTH FACADE ELEVATION 688 AREA OF WINDOWS AND GLASS DOORS 312 STUCCO SQUARE FOOTAGE 330 BRICK SQUARE FOOTAGE 308 OTHER (METAL) SQUARE FOOTAGE 50 4' -0" 9 i1MO TOP OF PARAPET 0 in TOP OF PARAPET WALL] MTL -1 MTL -1 AT AWNING 0 Zh O N O cV t t DATE EXP.DATE R R D E S I G N 11618 JONES MALTSBERGER RD. S A N A N T O N I O , TEXAS 7 8 2 1 6 V O I C E: ( 2 1 0) 4 2 1 - 8 8 9 0 GENEVIE @BU ILDMODERNSA.COM THIS PLAN AND THE DESIGNS CONTAINED HEREIN ARE THE PROPERTY OF R +R DESIGN GROUP AND MAY NOT BE REPRODUCED, ALL OR IN PART. WITHOUT WRITTEN CONSENT FROM GENEVIE RAMIREZ AND DAVID ROBERTSON. R +R DESIGN GROUP, LLC IS A DESIGN AND DEVELOPMENT FIRM, NOT AN ENGINEERING FIRM. WE DO NOT QUALIFY TO BE ONE NOR ARE WE LICENSED TO DESIGN STRUCTURAL FRAMING, WINDBRACING OR FOUNDATIONS. A LICENSED PROFESSIONAL ENGINEER SHOULD BE CONTRACTED AND CONSULTED IMMEDIATELY REGARDING FRAMING, WINDBRACING AND THE FOUNDATION DESIGNS. SHOULD AN ENGINEER'S SEAL BE PRESENT ON THESE DRAWINGS, THE "ENGINEER OF RECORD" SHALL BEAR ALL RESPONSIBILITY FOR THE STRUCTURE, WINDBRACING AND FOUNDATION DESIGNS FOR THIS PROJECT. R +R DESIGN GROUP, LLC ARE NOT TO BE HELD RESPONSIBLE FOR THE STRUCTURAL DESIGN IN ANY WAY MATTER OR FORM IF ANY ISSUES OR PROBLEMS ARISE. PROJECT Hop In Fuel Station Maske Rd & FM 1518 Schertz, TX 78154 OWNER 19715 Messina San Antonio, Texas 78258 210- 274 -0072 PROJECT NUMBER 17 -Hopis Y }y. �"� Y�i� 44's� �,��4. rK�ru �� ,f fsz. or " S I 'rUr i 41 d L,.. `? ,"", 1 1 IN, 3 a K NO. DATE DESCRIPTION OF ISSUE CONSULTANT SHEET TITLE Exterior Elevations DATE BAR LENGTH ON ORIGINAL DRAWING EQUALS 1 INCH 24 April 2018 KIN I SHEETNUMBER CITY APPROVAL ■ M M M 0 -v 0 d- 2' -10" I. 3' -10" 12 1.5 � SSOUTH ELEVATION 1/4" = 1' -0" EEAST ELEVATION 1/4" = 1' -0" CARWASH ° ENTRANCE 26' -0" 10'-0" ►mil 41'-4" M M 0 ADD CONDUIT FOR FUTURE SIGNAGE 3' -8" M F; GENERAL FACADE INFORMATION BUILDING TYPE TOTAL BUILDING FACADE AREA COMMERCIAL 1,650 SOUTH FACADE INFORMATION 1,650 GROSS AREA OF SOUTH FACADE ELEVATION 713 NET AREA OF SOUTH FACADE ELEVATION SAME AS ABOVE AREA OF WINDOWS AND GLASS DOORS 0 AREA OF WINDOWS AND GLASS DOORS 27 STUCCO SQUARE FOOTAGE 0 BRICK SQUARE FOOTAGE 579 OTHER METAL SQUARE FOOTAGE 134 ADD CONDUIT FOR FUTURE SIGNAGE GENERAL FACADE INFORMATION BUILDING TYPE COMMERCIAL TOTAL BUILDING FACADE AREA 1,650 SOUTH FACADE INFORMATION 264 GROSS AREA OF SOUTH FACADE ELEVATION 264 NET AREA OF SOUTH FACADE ELEVATION 237 AREA OF WINDOWS AND GLASS DOORS 27 STUCCO SQUARE FOOTAGE 0 STUCCO SQUARE FOOTAGE 0 BRICK SQUARE FOOTAGE 237 OTHER (METAL) SQUARE FOOTAGE 42 WALL MATERIAL LEGEND MTL -1: BERRIDGE HS -8 / AWARD BLUE OR APPROVED EQUAL(APPROVE COLOR WITH OWNER)(CONTRACTOR TO PROVIDE A SAMPLE) GUTTERS TO BE CHARCOAL GRAY WITH ARCHITECTURAL PROFILE. DOWNSPOUTS TO BE FLUROPON LIGHT STONE MAS -1: HEADWATERS 8" SPLIT FACE CMU - CHARCOAL MAS -2: ACME BRICK - MODULAR SIZE - BLADE CUT TEXTURE - GALENA ELP374 MORTAR COLOR: SPECTRUM MORTAR / KRETE / COLORED TO MATCH BLOCK CAULKING: BASF SONOLASTIC / SONNEBORN / OFF WHITE SEALANT: PROSOCO,INC /SURE KLEAN WEATHER SEAL /BLOK GUARD & GRAFFITI CONTROL, AT A MINIMUM RATE OF 1 GALLON FOR EVERY 60 SQUARE FEET. ROOF SLOPE; METAL ROOF ADD CONDUIT FOR FUTURE SIGNAGE M F_ M M 0 ADD CONDUIT FOR FUTURE SIGNAGE DOUBLE BULLNOSE AT SILL 3' -8" CARWASH EXIT 10'-0" NORTH ELEVATION N 1 /4" = 1' -0" 6-8" ...................................................... .........................10' -8" ................ ............................... 6-8" 41'-4" W WEST ELEVATION 1 GENERAL FACADE INFORMATION BUILDING TYPE TOTAL BUILDING FACADE AREA COMMERCIAL 1,650 NORTH FACADE INFORMATION 1,650 GROSS AREA OF SOUTH FACADE ELEVATION 264 NET AREA OF SOUTH FACADE ELEVATION 237 AREA OF WINDOWS AND GLASS DOORS 27 AREA OF WINDOWS AND GLASS DOORS 0 STUCCO SQUARE FOOTAGE 0 BRICK SQUARE FOOTAGE 237 OTHER (METAL) SQUARE FOOTAGE 42 12 X1.5 26' -0" GENERAL FACADE INFORMATION BUILDING TYPE COMMERCIAL TOTAL BUILDING FACADE AREA 1,650 WEST FACADE INFORMATION GROSS AREA OF SOUTH FACADE ELEVATION 409 NET AREA OF SOUTH FACADE ELEVATION SAME AS ABOVE AREA OF WINDOWS AND GLASS DOORS 0 STUCCO SQUARE FOOTAGE 0 BRICK SQUARE FOOTAGE 237 OTHER METAL SQUARE FOOTAGE 42 OPEN bo DOUBLE BULLNOSE AT SILL CITY APPROVAL N 6' -8" t t DATE EXP. DATE R R D E S I G N 11618 JONES MALTSBERGER RD. S A N A N T O N I O , TEXAS 7 8 2 1 6 V O I C E: ( 2 1 0) 4 2 1 - 8 8 9 0 GENEVIE @BU ILDMODERNSA.COM THIS PLAN AND THE DESIGNS CONTAINED HEREIN ARE THE PROPERTY OF R +R DESIGN GROUP AND MAY NOT BE REPRODUCED, ALL OR IN PART. WITHOUT WRITTEN CONSENT FROM GENEVIE RAMIREZ AND DAVID ROBERTSON. R +R DESIGN GROUP, LLC IS A DESIGN AND DEVELOPMENT FIRM, NOT AN ENGINEERING FIRM. WE DO NOT QUALIFY TO BE ONE NOR ARE WE LICENSED TO DESIGN STRUCTURAL FRAMING, WINDBRACING OR FOUNDATIONS. A LICENSED PROFESSIONAL ENGINEER SHOULD BE CONTRACTED AND CONSULTED IMMEDIATELY REGARDING FRAMING, WINDBRACING AND THE FOUNDATION DESIGNS. SHOULD AN ENGINEER'S SEAL BE PRESENT ON THESE DRAWINGS, THE "ENGINEER OF RECORD" SHALL BEAR ALL RESPONSIBILITY FOR THE STRUCTURE, WINDBRACING AND FOUNDATION DESIGNS FOR THIS PROJECT. R +R DESIGN GROUP, LLC ARE NOT TO BE HELD RESPONSIBLE FOR THE STRUCTURAL DESIGN IN ANY WAY MATTER OR FORM IF ANY ISSUES OR PROBLEMS ARISE. PROJECT Hop In Fuel Station Maske Rd & FM 1518 Schertz, TX 78154 OWNER B. Richards Group, Inc. Gerardo Briseno 19715 Messina San Antonio, Texas 78258 210- 274 -0072 PROJECT NUMBER 17 -Hopin C? NO. DATE DESCRIPTION OF ISSUE CONSULTANT SHEET TITLE Car Wash Exterior Elevations DATE BAR LENGTH ON ORIGINAL DRAWING EQUALS 1 INCH 2 March 2018 I ` BONIN SHEETNUMBER A4.02 C2 0 0 M 0 4' -3" ' V -6" 13'- 415/16" w STUCCO 0 4�t GAS STUCCO CANOPY GAS CANOPY METAL COLUMN CAST STONE CAP N O MASONRY WAINSCOT (MAS -2) 3' -8" 2' -8" 12'- 215/16" 2' -8" NEXTERIOR ELEVATION 3/16" = V -0" 144' -0" 13'- 415/16" V -6' 13'- 415/16" 1' -6' 13'- 415/16" V -6' 13'- 415/16" V -6' 13'- 415/16" 1' -6' 13' -0 9/16" V -6' 13'- 91/4" V -6' 13'- 415/16" 1' -6' 4'- 013/16" 12'- 215/16" 2' -8" " 12'- 215/16" 2' -8" " 12' -2 15/16" 2' -8" 12'- 215/16" 2' -8" 12'- 215/16" 2' -8" " 11' -10 9/16" 2' -8" " 12'- 71/4" 2' -8" 12'- 215/16" 2' -8" GENERAL FACADE INFORMATION 4' -3" BUILDING TYPE COMMERCIAL TOTAL BUILDING FACADE AREA 1,880 NORTH FACADE INFORMATION 13'- 415/16" GROSS AREA OF SOUTH FACADE ELEVATION 792 NET AREA OF SOUTH FACADE ELEVATION SAME AS ABOVE AREA OF WINDOWS AND GLASS DOORS 0 V -6' 13' -0 9/16" STUCCO SQUARE FOOTAGE BRICK SQUARE FOOTAGE 432 320 GENERAL FACADE INFORMATION 4' -3" BUILDING TYPE COMMERCIAL TOTAL BUILDING FACADE AREA 1,880 SOUTH FACADE INFORMATION 13'- 415/16" GROSS AREA OF SOUTH FACADE ELEVATION 792 NET AREA OF SOUTH FACADE ELEVATION SAME AS ABOVE AREA OF WINDOWS AND GLASS DOORS 0 V -6' 13' -0 9/16" STUCCO SQUARE FOOTAGE BRICK SQUARE FOOTAGE 432 320 144' -0" 01 01 01 01 01 01 4' -3" V-60' 13'- 415/16" V -6' 13'- 415/16" V -6 13'- 415/16" V-60' 13'- 415/16" V-60' 13'- 415/16" V -6 13'- 415/16" V -6' 13' -0 9/16" V -6 13'- 91/4" V -6 13'- 415/16" V -6' 4'- 013/16" STUCCO L— GAS STUCCO CANOPY 0 GAS CANOPY METAL COLUMN i CAST STONE CAP zo 0 CV MASONRY WAINSCOT (MAS -2) 3' -8" " 2' -8" " 12'- 215/16" 2' -8" SEXTERIOR ELEVATION 3/16" = V -0" 12' -2 15/16" 2' -8" GENERAL FACADE INFORMATION BUILDING TYPE TOTAL BUILDING FACADE AREA COMMERCIAL 1,880 EAST FACADE INFORMATION GROSS AREA OF SOUTH FACADE ELEVATION 148 NET AREA OF SOUTH FACADE ELEVATION SAME AS ABOVE AREA OF WINDOWS AND GLASS DOORS 0 STUCCO SQUARE FOOTAGE 72 BRICK SQUARE FOOTAGE 48 y 12' -2 15/16" 2' -8" 12' -2 15/16" 2' -8" 12' -2 15/16" L-L L-0 IJ- IV L-0 L-0 E EXTERIOR ELEVATION 3/16” =1' -0" 2' -8" 12' -2 15/16" 2' -8" " 11' -10 9/16" 2' -8" L-0 L-0 10-IV L-0 /- -/- W EXTERIOR ELEVATION 3/16" = V -0" 12' -7 1/4" 2' -8" 12' -2 15/16" GENERAL FACADE INFORMATION BUILDING TYPE TOTAL BUILDING FACADE AREA COMMERCIAL 1,880 WEST FACADE INFORMATION GROSS AREA OF SOUTH FACADE ELEVATION 148 NET AREA OF SOUTH FACADE ELEVATION SAME AS ABOVE _ AREA OF WINDOWS AND GLASS DOORS 0 STUCCO SQUARE FOOTAGE 72 BRICK SQUARE FOOTAGE 48 Y APPROVAL 2' -8" t t DOCUMENTS ARE INCOMPLETE AND MAY NOT BE USED FOR REGULATORY APPROVAL, PERMIT, OR CONSTRUCTION. DATE EXP.DATE R R D E S I G N 11618 JONES MALTSBERGER RD. SAN ANTONIO, TEXAS 78216 V O I C E: ( 2 1 0) 4 2 1 - 8 8 9 0 GENEVIE @BUILD MODE RNSA.COM THIS PLAN AND THE DESIGNS CONTAINED HEREIN ARE THE PROPERTY OF R +R DESIGN GROUP AND MAY NOT BE REPRODUCED, ALL OR IN PART. WITHOUT WRITTEN CONSENT FROM GENEVIE RAMIREZ AND DAVID ROBERTSON. R +R DESIGN GROUP, LLC IS A DESIGN AND DEVELOPMENT FIRM, NOT AN ENGINEERING FIRM. WE DO NOT QUALIFY TO BE ONE NOR ARE WE LICENSED TO DESIGN STRUCTURAL FRAMING, WINDBRACING OR FOUNDATIONS. A LICENSED PROFESSIONAL ENGINEER SHOULD BE CONTRACTED AND CONSULTED IMMEDIATELY REGARDING FRAMING, WINDBRACING AND THE FOUNDATION DESIGNS. SHOULD AN ENGINEER'S SEAL BE PRESENT ON THESE DRAWINGS, THE "ENGINEER OF RECORD" SHALL BEAR ALL RESPONSIBILITY FOR THE STRUCTURE, WINDBRACING AND FOUNDATION DESIGNS FOR THIS PROJECT. R +R DESIGN GROUP, LLC ARE NOT TO BE HELD RESPONSIBLE FOR THE STRUCTURAL DESIGN IN ANY WAY MATTER OR FORM IF ANY ISSUES OR PROBLEMS ARISE. PROJECT Hop In Fuel Station Maske Rd & FM 1518 Schertz, TX 78154 OWNER B. Richards Group, Inc. Gerardo Briseno 19715 Messina San Antonio, Texas 78258 210- 274 -0072 PROJECT NUMBER 17 -Hopis 4 „.? t "a� a.,.r c t I—, L U ,! ML 1'\,,J s NO. DATE DESCRIPTION OF ISSUE CONSULTANT SHEET TITLE Car Wash Canopy Elevations DATE BAR LENGTH ON ORIGINAL DRAWING EQUALS 1 INCH 24 April 2018 SHEETNUMBER 1 I ' UTILITY NOTES: 1. THE CONTRACTOR SHALL BE RESPONSIBLE FOR ACQUIRING ALL PERMITS, TESTS, APPROVALS, AND ACCEPTANCES REQUIRED TO COMPLETE CONSTRUCTION OF THIS PROJECT. THIS ESPECIALLY INCLUDES STREET CUT PERMITS OR SAWS PERMITS. 2. ALL ITEMS NOT SPECIFICALLY CALLED FOR ON THE PLANS, OR IN THE CONSTRUCTION NOTES BUT NECESSARY TO REASONABLY CONSTRUCT THE FACILITY OR IMPROVEMENT, SHALL BE CONSIDERED INCIDENTAL TO THE OVERALL PROJECT AND NO SEPARATE PAY ITEMS WILL BE MADE FOR THESE ITEMS. 3. THE CONTRACTOR SHALL EXCAVATE AROUND EXISTING UTILITIES WHICH INTERSECT THE PROPOSED ALIGNMENT OF THE SERVICES AND NOTIFY THE OWNERS REPRESENTATIVE OF POTENTIAL CONFLICTS, PRIOR TO ANY CONSTRUCTION IN THE AREA. 4. THE LOCATIONS AND DEPTHS OF EXISTING UTILITIES SHOWN ON THESE PLANS ARE APPROXIMATE ONLY. ACTUAL LOCATIONS AND DEPTHS OF UTILITIES MUST BE VERIFIED BY THE CONTRACTOR PRIOR TO CONSTRUCTION. ANY DAMAGE TO EXISTING UTILITIES SHALL BE REPAIRED BY THE CONTRACTOR AT HIS EXPENSE. 5. DEPTH OF BURY FOR ALL PRIVATE PIPE SHALL BE A MINIMUM OF 30 ", UNLESS OTHERWISE NOTED. 6. NO WATER JETTING IS ALLOWED ON THIS PROJECT. 7. REFER TO PROJECT COVER SHEET /NOTES FOR ADDITIONAL SPECIFICATIONS. 8. CONTRACTOR IS REQUIRED TO BEGIN ANY WASTE WATER AND /OR STORM DRAIN CONSTRUCTION DOWNSTREAM AND BUILD "UPSTREAM ". INVERTS OF ALL TIE —INS ARE REQUIRED TO BE VERIFIED PRIOR TO CONSTRUCTION. IF DISCREPANCY IS FOUND, KLOVE ENGINEERING, LLC. SHALL BE CONTACTED IMMEDIATELY. 9. ALL MATERIALS AND CONSTRUCTION PROCEDURES IN THE R.O.W. SHALL COMPLY WITH THE CITY OF SCHERTZ STANDARD SPECIFICATIONS FOR PUBLIC WORKS CONSTRUCTION (LATEST EDITION) AND CITY OF SCHERTZ STANDARD SPECIFICATIONS (LATEST EDITION). ALL MATERIAL AND CONSTRUCTION PROCEDURES RELATED TO WATER AND SEWER SHALL CONFORM TO THE CITY OF SCHERTZ UTILITIES STANDARD SPECIFICATIONS FOR WATER WORKS CONSTRUCTION (LATEST EDITION). 10. PER FEDERAL REGULATIONS TITLE 49, PART 192.181, CPS ENERGY MUST MAINTAIN ACCESS TO GAS VALVES AT ALL TIMES. THE CONTRACTOR MUST PROTECT AND MAINTAIN ADEQUATE CLEARANCE WITHIN THE PROJECT LIMITS OF CONSTRUCTION. 11. CONTRACTOR SHALL CALL TEXAS ONE CALL SYSTEM ® (800) 245 -4545 PRIOR TO CONSTRUCTION NEAR AREAS OF EXCAVATION. 12. 48 HOURS PRIOR TO CONSTRUCTION, CONTRACTOR SHALL NOTIFY THE ALL UTILITY COMPANIES SO THEY CAN LOCATE AND TAG THEIR OWN UNDERGROUND UTILITIES (SEE CONTACTS THIS SHEET). 13. CONTRACTOR TO PROVIDE CLEAN —OUTS FOR ALL 6" OR LESS SEWER LATERALS SPACING AND LOCATIONS PER 2012 IPC. TRENCH EXCAVATION SAFETY PROTECTION CONTRACTOR AND /OR CONTRACTOR'S INDEPENDENTLY RETAINED EMPLOYEE OR STRUCTURAL DESIGN /GEOTECH NICAL/SAFETY/EQUIPMENT CONSULTANT, IF ANY, SHALL REVIEW THESE PLANS AND AVAILABLE GEOTECHNICAL INFORMATION AND THE ANTICIPATED INSTALLATION SITE(S) WITHIN THE PROJECT AREA IN ORDER TO IMPLEMENT CONTRACTOR'S TRENCH EXCAVATION SAFETY PROTECTION SYSTEMS PROGRAMS AND /OR PROCEDURES. THE CONTRACTOR'S IMPLEMENTATION OF THE SYSTEM'S PROGRAMS AND /OR PROCEDURES SHALL PROVIDE FOR ADEQUATE TRENCH EXCAVATION SAFETY PROTECTION THAT COMPLIES WITH AS A MINIMUM, OSHA STANDARDS FOR TRENCH EXCAVATION. SPECIFICALLY, CONTRACTOR AND /OR ONTRACTOR'S INDEPENDENTLY RETAINED EMPLOYEE OR SAFETY CONSULTANT SHALL IMPLEMENT A TRENCH SAFETY PROGRAM IN ACCORDANCE WITH OSHA STANDARDS GOVERNING THE PRESENCE AND ACTIVITIES OF INDIVIDUALS WORKING IN AND AROUND TRENCH EXCAVATION. UTILITY CONTACTS UTILITY UTILITY COMPANY PHONE ELECTRIC CPS ENERGY GUADALUPE VALLEY ELECTRIC COOP. (210) 353 -4639 210 658 -7033 GAS CENTERPOINT ENERGY (800) 427 -7142 TELEPHONE AT &T (888) 944 -0447 WASTEWATER CITY OF SCHERTZ (210) 619 -1100 STORM DRAINAGE CITY OF SCHERTZ STREETS AND DRAINAGE DIVISION (210) 619 -1800 WATER CITY OF SCHERTZ (210) 619 -1800 CONTRACTOR SHALL REPLACE ±263 SQFT. OF ASPHALT PAVEMENT REF. TRENCH DETAIL CITY OF SCHERTZ. INSTALL: 1 — 6" LATERAL CONNECTION PER CITY OF SCHERTZ DETAIL INV= ±729.84 ±10.7 VF — 6" VERTICAL STACK CITY OF SCHERTZ DETAIL TOP OF STACK INV. = ±719.14 1 -2" NEW DOMESTIC METERED SERVICE PER CITY OF SCHERTZ. INSTALL: / 1 -3/4" NEW IRRIGATION METERED SERVICE PER CITY OF SCHERTZ. Si / A / PI O Q� Q Q tS /Y N E Isf. 7 IRE HYDRANT / l / o 9T OP= 7J70 14' 18%NV OUT -719.51 � / 18" INV IN =719.5 ' w / P / WiYif' H ` "Ki OHE roP= 755.85 OHE 1 INV IN= 719.86(w) 1 ' INV IN= 719.86(5) ro / �OPOP / �P4 , 0 / i IRRIGATION PLANS R CONTINUATION D BACKFLOW EVENTOR LOCATION. INSTALL: SAMPLE PORT I REF. DETAIL 520S -4B -SM / 3 INS ALL - 1 -2" RPZ BACKFLOW PREVENTOR O PER CITY OF SCHERTZ. / o Lo »WW o 0 o C 2 W / a ' \.,o SEE MEP PLANS FOR I 6 WW ACONTINUATION. u j d MEP PLANS FOR TINUATION. I7- N IN all, C`j � #y jp11 �LI1lC, , lu — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —_— -- — — — — PROPOSED 15' ELEC., 'GAS, TELE. & CATV. ESM'T PROPOSED 16' EXIST. MIPR ESM'T FIRE HYDRANT\ — — M. —HWf. T51 -- — — (80' WIDE PUBLIC RIGHT OF WAY) OHE -- I I I� ii PROPOSED 3 CROSS ACCESS ESM T ............ -......PROPOSED 10' DRAINAGE ESM'T EXIST. FIRE HYDRANT EXIST. 1.2" W LINE 20727 Acres (88,373 Sq. Ft.) LEGEND EXISTING PROPOSED DESCRIPTION 1:1 PROPERTY (R.O.W.) LINE/ El El SUBDIVISION BOUNDARY 11 11 11 11110 RECORD INFORMATION ila' of /* .... : ........ . ................... � 11110 LIGHT POLE 11110 # 11110 E- DOWN GUY FIRE HYDRANT 2 O WATER VALVE 0 O WATER METER d MEP PLANS FOR TINUATION. I7- N IN all, C`j � #y jp11 �LI1lC, , lu — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —_— -- — — — — PROPOSED 15' ELEC., 'GAS, TELE. & CATV. ESM'T PROPOSED 16' EXIST. MIPR ESM'T FIRE HYDRANT\ — — M. —HWf. T51 -- — — (80' WIDE PUBLIC RIGHT OF WAY) OHE -- I I I� ii PROPOSED 3 CROSS ACCESS ESM T ............ -......PROPOSED 10' DRAINAGE ESM'T EXIST. FIRE HYDRANT EXIST. 1.2" W LINE 20727 Acres (88,373 Sq. Ft.) LEGEND EXISTING PROPOSED DESCRIPTION PROPERTY (R.O.W.) LINE/ - ZN SUBDIVISION BOUNDARY — - - — > Q° V O Z r> o oz ADJACENT PROPERTY (xxx) RECORD INFORMATION of /* .... : ........ . ................... � BENCHMARK LP* oo LIGHT POLE PPS # POWER POLE E- E- DOWN GUY FIRE HYDRANT 2 O WATER VALVE 0 O WATER METER STORMDRAIN LINE _SD_ XX "W WATER LINE w FIRE - XX "FL FIRE LINE ww X� XWW WASTEWATER LINE CO w ol-IE OHE WWMH O OVERHEAD ELECTRIC (PRIMARY) WASTEWATER MANHOLE (SIZE VARIES) WWMHO coo CO* WASTEWATER CLEANOUT CURB CHAINLINK FENCE SIDEWALKS OCONCRETE a< U) O 678 - -678- - CONTOUR z m U) --I%► DIRECTION OF FLOW z x785.00TC SPOT ELEVATION /TOP OF CURB X785.50 x785.00 SPOT ELEVATION D CONCRETE PAVEMENT ASPHALT PAVEMENT D LL. V THE LOCATION OF EXISTING UNDERGROUND UTILITIES ARE SHOWN IN AN APPROXIMATE WAY ONLY. THE CONTRACTOR SHALL DETERMINE THE EXACT LOCATION OF ALL EXISTING UTILITIES BEFORE COMMENCING WORK. HE AGREES TO BE FULLY RESPONSIBLE FOR ANY AND ALL DAMAGES WHICH MIGHT OCCUR BY HIS FAILURE TO EXACTLY LOCATE AND PRESERVE ANY AND ALL UNDERGROUND UTILITIES. BENCHMARKS TBM #1 MARKED "X" ON EXISTING FIRE HYDRANT LOCATED 420 FT NORTH OF MASKE ROAD AND FM 1518 INTERSECTION ALONG MASKE ROAD ELEVATION = 739.30' TBM #2 MARKED "X" ON EXISTING FIRE HYDRANT LOCATED 170 FT NORTHEAST OF MASKE ROAD AND FM 1518 INTERSECTION ALONG MASKE ROAD ELEVATION = 736.94' OWNER (DEVELOPER B. RICHARDS GROUP, INC. 19715 MESSINA SAN ANTONIO, TX 78258 OFFICE: (210) 274 -0072 EMAIL: ZAPIAIN.G®GMAIL.COM CIVIL ENGINEER : KLOVE ENGINEERING, LLC. 22610 US HIGHWAY 281 N., STE 204 SAN ANTONIO, TEXAS 78258 OFFICE: (210) 485 -5683 WWW. KLOVEEN GI N EERI N G. COM ATTN.: SAMUEL COREY RAYBURN, P.E. craybrun@kloveengineering.com ARCHITECT : STEPHEN J. KRAMER ARCHITECTURE 4733 SHAVANO OAK DR., STE. 103 SAN ANTONIO, TX 78249 OFFICE: (210) 479 -8900 FAX: (210) 479 -8901 ATTN: STEPHEN J. KRAMER Q) Oo U `0 u' L6 Q) 00 _o Zg Lu o W v ZN � N W r � O > Q° V O Z r> o oz Q) E Sz Lli C/') LE OF of /* .... : ........ . ................... � SAMUEL COREY RAYBURN� 0,.. .� .........° ................ °... .a ° °° 115141 1�� NAL O -a 06 27/18 w Q 0 z O CO w U � Z Co a< U) O W (D �2o Lo 2 0 = rn z Q z m U) ILL! z O z O z 00 to Q L _ 00 LL. V �X ~ W M ON ry LL w Z Z �_ Ld QU V) J 0. � p °- m DESIGNED BY: SCR DRAWN BY: JAR SCALE: 1"=30' DATE: 09/12/17 SHEET NO. C2mO FA / lb 739.55 737.47EX ^� ,0 739.61 / / O,, 739.11 / / OS / 737.42 1�� 000 FO 740.68 S� 740.18 / 739.77 / 737.73 739.83 / > >- 738.33 739.33 �O � �'g 8 739.65 737 '737 .83 / p0 r p / a 9 739.32 738 739.24 _ _ HP / °� 739 / 738.74 / 740.21 739.93 p 739.69 739.30 739.14 r 737.47EX / / 739.740.05 / 1 739.71 739.43 739.19 738.80 .738.64 L / 737.24 �M / / z /'` I 738.5" 737.50EX 737.37 / ^M / / 737.97 737.47 2 739.65 / 740.51 740.55 738.88 , 739.15 / 740.01 740.55 740.05 740.52 / 738.38 � 740.05 740 740.02 / 739.71 738 739.21 / 739.87 739.74 740.59 4 739.37 739.24 740.09 r 41 / � 00 r 740.59 740.09 \ / m 740.70 740.70 740.66 736.89 CONVENIENCE STORE o 737.20 / 739.16 4500 S. F. 738.66 FF= 740.70 740.70 Q 737.30EX / rr`l �c4 / 739.22 740.66 ° 740.70 740.66 "J A, / 738.72 740.59 740.59 740.59 739.02 740.09 740.70 740.70 740.70 740.70 738.52 740.42 740.70 740.70 740.70 740.70 740.59 ECG / 740.19 739.92 740.09 739.69 740.66 J / a 740.66 ° 740.53 " 740.53 ° 740.66 740.66 a 740.53 740.53 740.53 740.53 739.93 �110 740.03 740.03 740.03 740.03 740.03 736.54 740.30 740.47 �' i 740.53 // 738.77 739.43 i i 737.04 739.80 739.97 i 740.03 % 738.27 gyp' 738.57 / 737.14EX / 738.07 �C) j / 739.11 739.23 739.37 739.73 739.83 ' 739.73 739.43 739. 737.96 738.71 / 1,994 Acres _ lb 739.70 ( (86,876 Sq t. ( 73x.14 737.82 w / 738.45 739.17 ❑ ❑ ❑ 739.83 739.89 ❑ ❑ 739.39 ❑ 737.95 736.19 / 736.89 / 7 736.99EX r / / / 739.17 ❑ ❑ ❑ ❑ T ❑ ❑ ❑ ❑ ,/ ' � 737.58 739.53 739.89 � 739.39 C / 7387.86 737.77 738.68 739.53 z 739.89 739.39 k 737.27 738.18 738.89 \ \ ,,, ,., v>t�W,u:::.w^25sH.., ', . 42 >�z..aw4ryn�,�s•�#irt42•"lc, r,,t:;`rweu._ . t.i tt, >.,i<i< tt .YS }.,��... `*+'.,+�� „ ,,,r, », ... 735.83 736.70EX 736.58 \ X38 739 735.77 PROPOSED o 2 / 737 5' E Ec., sAS, 738 /.58.901 731 8.90F' T9-6 737.46 23 El 737.73 738 r- 738.55 738.18 ' U-) tD N rn V) Jr oy\ \ 0 738.50 PR0 738.00 ACC 739.11 - 41 738.61 738.27 HP Vic__ - -- - - - -� 738 - 737.78 7 737.28 ( 7 _ I SCALE: 1"=20' 20 10 0 20 LEGEND 738.57 ;5 ( 739.40 739.40 9 .59 738.07 ZN SPOT ELEVATION W � � 785.50 9.09 Lli C LE 785.00 SPOT ELEVATION /GUTTER 11 785.00 SPOT ELEVATION /GUTTER 4 785.00 TOW SPOT ELEVATION /TOP OF WALL 06X27/18 785.00 BOW SPOT ELEVATION /BOTTOM OF WALL 10 03 - - HP- - 740.00 - 739 739.50 FLOW ARROW �� \` z O I 59.20 738.87 739.03 739.29 738.37 738.53 1738.79 �� •. 738.74 O Q z Q w z 738.24 T9-6 737.46 23 El 737.73 738 r- 738.55 738.18 ' U-) tD N rn V) Jr oy\ \ 0 738.50 PR0 738.00 ACC 739.11 - 41 738.61 738.27 HP Vic__ - -- - - - -� 738 - 737.78 7 737.28 ( 7 _ I SCALE: 1"=20' 20 10 0 20 LEGEND EXISTING PROPOSED DESCRIPTION - -675- - 678 CONTOUR x755.50 ZN SPOT ELEVATION W � � 785.50 SPOT ELEVATION /TOP OF CURB Lli C LE 785.00 SPOT ELEVATION /GUTTER 11 785.00 SPOT ELEVATION /GUTTER t� ° 115141 0 ENS �O° 785.00 TOW SPOT ELEVATION /TOP OF WALL 06X27/18 785.00 BOW SPOT ELEVATION /BOTTOM OF WALL - - HP- - HIGHPOINT - SWALE - "V- FLOW ARROW GRADING NOTE: 1. UNLESS NOTED OTHERWISE, ALL PARKING LOT GRADES ARE TO INVERT OF GUTTER. ADD 0.5' TO GUTTER GRADE FOR TOP OF CURB GRADE EXCEPT WHERE CURB IS FLUSH WITH INVERT. 2. CONTRACTOR SHALL VERIFY EXISTING TOPOGRAPHIC INFORMATION SHOWN ON THESE PLANS WITH THE BENCHMARKS SHOWN ON THESE PLANS PRIOR (I.E. LEVEL LOOP AND SPOT CHECK GRADES) TO ANY EARTHWORK OR GRAVITY UTILITY LINES. IF A DISCREPANCY IS FOUND NOTIFY OUR OFFICE IMMEDIATELY. BENCHMARKS TBM #1 MARKED "X" ON EXISTING FIRE HYDRANT LOCATED 420 FT NORTH OF MASKE ROAD AND FM 1518 INTERSECTION ALONG MASKE ROAD ELEVATION = 739.30' TBM #2 MARKED "X" ON EXISTING FIRE HYDRANT LOCATED 170 FT NORTHEAST OF MASKE ROAD AND FM 1518 INTERSECTION ALONG MASKE ROAD ELEVATION = 736.94' 2.022 Acres (88,313 Sq, 2t.) I I I I I I It E - 01 THE LOCATION OF EXISTING UNDERGROUND UTILITIES ARE SHOWN IN AN APPROXIMATE_ WAY_. ONI.t*. T+E CONTRACTOR SH-�TERMTRE THE EXACT LOCATION OF ALL EXISTING UTILITIES BEFORE COMMENCING WORK. HE AGREES TO BE FULLY RESPONSIBLE FOR ANY AND ALL DAMAGES WHICH MIGHT OCCUR BY HIS FAILURE TO EXACTLY LOCATE -AND PRESERVE ANY AND ALL UNDERGROUND UTILITIES. N Oo U `O u' i 00 _o Zg a uj .CY) 0 LLJ W v ZN W � � V Q) o OZ o r > I z Q) E3 Sz Lli C LE TE�� 11 ♦,t *,,/ ................. SAMUEL COREY RAYBURN� . ............................... t� ° 115141 0 ENS �O° NAB 06X27/18 w Q 0 z O w 00 w x Qcnix- z w0 w 0 zQ O Q z Q w z 0 z O v- It Q to v- �- �go z r*-- LL. V) Q J Ld W �- z M oN _Z n LL II.- ry L� (/) Z r Q N 0. O DESIGNED BY: SCR DRAWN BY: ,JAR SCALE: 1"=30' DATE: 09/12/17 SHEET NO. c5mo 6" TO 8" ROCK RUBBLE 8" IN DEPTH. COMMERCIAL GRADE WEED BLOCK ROCK RUBBLE DETAIL SCALE: N.T.S. 18" HDPE PIPE SEE PLAN FOR SLOPES VARIES 5" CONCRETE RIP -RAP W/ #3 ARS ® 18" O.C. E.W. ROCK RUBBLE DETAIL THIS SI ARIES FLOW x---24" TOE DOWN lJ (3 SIDES) CONCRETE RIP -RAP A DETAIL SCALE: N.T.S. M�%ARS " CONCRETE IP -RAP W/ #3 ® 18" O.C.E.W. ARIES FLOW "I III --24" TOE DOWN (3 SIDES) THE LOCATION OF EXISTING UNDERGROUND UTILITIES ARE SHOWN IN AN APPROXIMATE WAY ONLY. THE CONTRACTOR SHALL DETERMINE THE EXACT LOCATION OF ALL EXISTING UTILITIES BEFORE COMMENCING WORK. HE AGREES TO BE FULLY RESPONSIBLE FOR ANY AND ALL DAMAGES WHICH MIGHT OCCUR BY HIS FAILURE TO EXACTLY LOCATE AND PRESERVE ANY AND ALL UNDERGROUND UTILITIES. ARIES VARIES ROCK RUBBLE DETAIL THIS SI ARIES VARIES A 3LE REF. S SHEET. 1. UNLESS NOTED OTHERWISE, ALL PARKING LOT GRADES ARE TO INVERT OF GUTTER. ADD 0.5' TO GUTTER GRADE FOR TOP OF CURB GRADE EXCEPT WHERE CURB IS FLUSH WITH INVERT. 2. CONTRACTOR SHALL VERIFY EXISTING TOPOGRAPHIC INFORMATION SHOWN ON THESE PLANS WITH THE BENCHMARKS SHOWN ON THESE PLANS PRIOR (I.E. LEVEL LOOP AND SPOT CHECK GRADES) TO ANY EARTHWORK OR GRAVITY UTILITY LINES. IF A DISCREPANCY IS FOUND NOTIFY OUR OFFICE IMMEDIATELY. BENCHMARKS TBM #1 MARKED "X" ON EXISTING FIRE HYDRANT LOCATED 420 FT NORTH OF MASKE ROAD AND FM 1518 INTERSECTION ALONG MASKE ROAD ELEVATION = 739.30' TBM #2 MARKED "X" ON EXISTING FIRE HYDRANT LOCATED 170 FT NORTHEAST OF MASKE ROAD AND FM 1518 INTERSECTION ALONG MASKE ROAD ELEVATION = 736.94' CHAIN LINK FENCE REF. DETAIL THIS SHEET. SCALE: 1"=20' 20 10 0 20 LEGEND EXISTING PROPOSED DESCRIPTION - -678- - 678 CONTOUR x735.50 SPOT ELEVATION (1 _ W c", 785.50 SPOT ELEVATION /TOP OF CURB Lli C-/) 785.00 SPOT ELEVATION /GUTTER c . S i *� 785.00 SPOT ELEVATION /GUTTER 115141 : ENS TOW: 785.00 SPOT ELEVATION /TOP OF WALL BOW: 785.00 SPOT ELEVATION /BOTTOM OF WALL HIGHPOINT — SWALE -� -.- FLOW ARROW CHAIN LINK FENCE REF. DETAIL THIS SHEET. 737.00 737.00 `7 WSEL (100) =736.45 \ \� EXMSTING � \� q�s WSEL 25 = 736.04 \ \ \ \ \ \ \�\ ��'� GRADE \ \� \� \ \\ IJ ( ) LSD \ \ \V \ \� \ \�� MATCH EXISTING WSEL (5)= 735.53 \ \ \� \ \\ GRADE \ �- VARIES/ VARIES COMPACTED COMPACTED SUBGRADE SUBGRADE SCALE: N.T.S. CHAIN LINK FENCE REF. DETAIL THIS SHEET. CHAIN LINK FENCE REF. DETAIL THIS SHEET. 737.10 737. 00--------------------------------------- - - - - -- 737_00 Lq -7 WSEL (100)= 736.45 \ \� MATCH WSEL (25)=736.04 JP��c1` \\ V \ \\ \ �7'� EXISTING \ �\ \ �J L�� \ AV \ \ \\ MATCH GRADE EXISTING \\ \ \\ \\ `7 WSEL (5)= 735.53 \ \\ GRADE VARIES/ VARIES \__ COMPACTED COMPACTED SUBGRADE SUBGRADE POST CAP 2 CORNER POST I REF. SPECS. FOR SIZE TENSION BAR BAND ~ AT 12" O.C. 2 W 2 I 0 LL: ~ W D' Of W 0 w_ (0 O Ld LL Of U > > 0_ N 10' -0" O.C. TYP. krAllillmil 1/4- 1 NO. 6 GAUGE TENSION WIRE 9 0 BRACE ROD TURNBUCKLE SCALE: N.T.S. 10' -0" O.C. TYP. WIRE TIES AT 18" TO 24" O.C. NOTE: ALL FENCE MATERAILS & HARDWARE TO BE HOT DIP GALVANIZED. (ALUMINUM WARE TIES ARE ACCEPTABLE) CONCRETE FOOTING AT CORNER OR GATE POST CHAINLINK FENCE DETAIL SCALE: N.T.S. NOTE: KLOVE ENGINEERING STRONGLY RECOMMENDS INSTALLING. TYPICAL CONC. FOOTING Yill Im 2" I.D. 0 LINE POST 'l- TIE WIRES AT 18" O.C. X Q M Loll N 00 U `O u' L6 i 00 _o Z� L.L N W 0 LLJ W v a� (1 _ W c", >VQ 0 -7 ro o 0 z Q) E3 Lli C-/) LE c . S i *� of / : :.... .... ....................... /SAMUEL COREY RAYBURN #4 . ............................... 115141 : ENS AL' N— 06 27/18 W Q z 0 co w w x Q 07I- zW0_ fif W 0 z I- 0 Q z Q w z 0 O � o- Z Q to L 00 J 0- � LL. cl C;8X O \ Q tW- O IX Z U. N 11_ Z �= W N Q O DESIGNED BY: SCR DRAWN BY: ,JAR SCALE: 1"=30' DATE: 09/12/17 SHEET NO. c5m 1 Agenda No. 3 CITY COUNCIL MEMORANDUM City Council Meeting: October 23, 2018 Department: Engineering and Planning Subject: Resolution No. 18 -R -114 — Resolution. Authorizing Agreements with the Developer for Construction of the Public Improvements associated with the Homestead Subdivision Project BACKGROUND The developer of the Homestead residential project, located generally at IH 35 and Schwab Road, is the in the process of constructing new phases of the project. As part of the development of the project, the developer has made sewer improvements including constructing a sewer lift station and sewer forcemain to a temporary location. In order to continue development, the developer needs to extend the sewer forcemain to a facility with adequate capacity for build -out. The developer - proposed sewer forcemain extension provides capacity for other properties which is a benefit to these properties that are outside of the Homestead project and to the City. As such the City is seeking to participate in the construction of these improvements by providing additional funding so that capacity is available to serve other properties. In order to have the construction done in the most efficient and cost - effective manner, ILF N -T Owner, LP, the developer of the Homestead project, has agreed to size the improvements to serve other properties and have the City provide reimbursement of the costs. The agreement also allows the developer to file additional plats for Homestead prior to certain the sewer improvements being accepted, on the condition they provide surety to ensure funds are available to pay for the improvements. It also requires the developer to pay for any costs associated with pump and haul until the sewer improvements are made. Goal Approval of Resolution 18 -R -114 authorizing agreements with developer for construction of public improvements. Community Benefit Participating with the developer of the Homestead subdivision will promote the orderly growth of development in northern Schertz. Summary of Recommended Action Staff recommends Council approve the resolution authorizing the City to enter into the Agreements with ILF N -T Owner, LP for Construction of Public Improvements. FISCAL IMPACT The cost for construction of the sewer improvements to be reimbursed to the developer is $125,655.30 and is available per previous budget adjustment by Ordinance 16 -T -44. City Council Memorandum Page 2 RECOMMENDATION Staff recommends approval of Resolution 18 -R -114. ATTACHMENTS Resolution 18 -R -114 Subdivision Improvement Agreement RESOLUTION NO. 18 -R -114 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING AN AGREEMENT WITH THE DEVELOPER OF THE HOMESTEAD SUBDIVISION PROJECT FOR CONSTRUCTION OF THE PUBLIC IMPROVEMENTS. WHEREAS, there is a lack of sewer service to serve an area of northern Schertz near the intersection of IH -35 and Schwab road. WHEREAS, the sewer forcemain improvements are needed to provide adequate sewer service to these areas and there is limited space to provide this public infrastructure. WHEREAS, the Developer of the Homestead Subdivision agrees to construct sewer infrastructure of which the capacity is more than is required by the Homestead property, WHEREAS, there is a benefit to oversizing sewer infrastructure to serve other properties, WHEREAS, the City Council finds that it is in the best interest of the City to enter into the Agreement with Developer for Construction of Public Improvement in order to provide the infrastructure to serve other properties outside the boundary of the proposed Homestead Subdivision plat. WHEREAS the Unified Development Code of the City of Schertz provides for developers to enter into agreements to defer the construction of required improvements until after the plat is filed. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS THAT: Section 1. The City Council hereby authorizes the City Manager to execute the agreement with Developer for Construction of Public Improvement with ILF N -T Owner, LP for infrastructure that will serve properties outside of the Homestead Subdivision and to defer construction of public improvements, generally in the form attached, subject to changes approved by the City Manager and City Attorney. Section 2. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the City Council. Section 3. All resolutions or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. Section 4. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 5. If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Resolution would have been enacted without such invalid provision. Section 6. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public 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 Chapter 551, Texas Government Code, as amended. Section 7. This Resolution shall be in force and effect from and after its final passage, and it is so resolved. PASSED AND ADOPTED, this 23rd day of October, 2018. City Secretary, Brenda Dennis (CITY SEAL) CITY OF SCHERTZ, TEXAS Mayor, Michael R. Carpenter M After Recording, Please Return To: Denton Navarro Rocha Bernal & Zech, P.C. 2517 N. Main Avenue San Antonio, Texas 78212 Attention: T. Daniel Santee STATE OF TEXAS § § KNOW ALL PERSONS BY THESE PRESENTS: COUNTY OF COMAL § IMPROVEMENT AGREEMENT HOMESTEAD SUBDIVISION — PUBLIC IMPROVEMENTS This IMPROVEMENT AGREEMENT (the "Agreement ") is by and between ILF N -T Owner, LP, a Delaware limited partnership (the "Owner "), and the CITY OF SCHERTZ, a Texas municipal corporation (the "City "), and is effective upon the execution of this Agreement by the Owner and the City (the "Effective Date "). WHEREAS, the Owner is the owner of that certain real property located in the City of Schertz, Comal County, Texas, and Guadalupe County, Texas, more specifically described on Exhibit "A ", attached hereto and made a part hereof for all purposes (the "Property" or "Subdivision "); WHEREAS, the Owner seeks to continue to develop the Property and such development requires the construction of certain public improvements: and WHEREAS, the City desires that the public improvements be constructed at a future time to be determined, but prior to final plat recordation; and, WHEREAS, development of the property as proposed will generate more than 580 living unit equivalents (LUEs) of wastewater flow, as determined by the City, and is proposed to be served by the existing sewer lift station in the Subdivision; and WHEREAS, pursuant to Section 21.4.1.5(C.)(2.) and (F.)(1) of the City's Unified Development Code, the obligation to construct the public improvements that serve the Subdivision may be deferred if an Improvement Agreement is executed and sufficient surety is provided to secure the obligation to construct the public improvements; and WHEREAS, the Owner seeks to defer the completion of construction of the public improvements to a future date, not to exceed two years, after the execution of this Agreement pursuant to the terms of this Agreement and Section 21.4.15 of the City's Unified Development Code: NOW THEREFORE, in consideration of the agreements set forth herein and for other reciprocal good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and stipulated by the Parties, the Owner and the City agree as follows: 1. Ownership of the Propert y. The Owner hereby represents and warrants that, as of the Effective Date, it has not conveyed, assigned, or transferred all or any portion of its interest in the Property to any other person or entity (any such person or entity referred to herein as "Purchaser "), nor is it a party to any contract or other understanding to do so that is not subject to this Agreement. 2. Construction of Improvements; Covenants. The Owner and the City covenant and agree to the following: a) The Owner is obligated by Section 21.12.1.0 of the City's Unified Development Code to construct, or cause to be constructed, sewer improvements more particularly shown on the "Construction Plans" approved December 8, 2017, and any City- approved revisions, for the 12- inch forcemain extension for the Homestead Subdivision (such improvements shall be referred to herein as the "Improvements "). b) The Improvements shall be built and completed in accordance with City design standards within two years after the execution of this Agreement. c) The cost of the Improvements for Homestead Subdivsion 12 -Inch Forcemain Extension is estimated to be six hundred thousand and 00 /100 Dollars ($600,000.00) (the "Cost Estimate"), as more particularly shown on Exhibit "B" attached hereto and made a part hereof for all purposes. The Owner and the City agree that the amount of the Cost Estimate set forth herein is a commercially reasonable estimate of the cost of the Improvements. d) In lieu of the Owner's obligation to construct, or cause to be constructed, the Improvements, at or before final plat recordation, Owner shall provide to the City, concurrent with the execution of this Agreement, surety in the form attached hereto as Exhibit "C" (the "Surety ") in an amount equal to 125% of the Cost Estimate amount (seven hundred fifty thousand and 00 /100 Dollars ($750,000.001), (the "improvement Funds "). e) Owner agrees that, prior to recordation of a final plat that would cause the total wastewater LUEs to exceed 580 for the area in the Homestead Subdivision, or within two years of the execution of this Agreement, whichever comes first, to complete the construction of the Improvements in accordance with the Construction Plans and in full compliance with City of Schertz Unified Development Code Section 21.4.1.5, which is incorporated by reference herein as though fully set forth in this Section of this Agreement. For the purpose of clarification, and in no way limiting Owner's obligations under Section 21.4.15, the Parties agree that full completion of construction of the Improvements shall not occur until the City accepts the Improvements in the manner prescribed in Section 21.4.15 of the City's Unified Development Code. I) In the event Owner fails to fully complete construction of the Improvements within two years of the execution of this Agreement in the manner prescribed herein, City may declare this Agreement to be in default and at the City's sole discretion: (i) require that all Improvements be installed by Owner regardless of the extent of completion of the improvements on the Property at the time the Agreement is declared to be in default; (ii) unilaterally draw from the Improvement Funds sufficient amount to complete the Improvements itself or through a third party; or (iii) assign the Improvement Funds to any third party, including a subsequent Purchaser of the Property, provided that such Improvements Funds shall only be assigned for the purpose of causing the construction of the Improvements by such third party and for no other purpose and in exchange for the subsequent owner's agreement and posting of security to complete the Improvements. g) Within 60 days of the City's acceptance of the Improvements constructed by Owner, the City agrees to pay the Owner an amount equal to 21% of the cost of constructing the Improvements (the "City's Participation Cost ") or an amount that shall not in any event exceed one hundred twenty -five thousand six hundred fifty -five and 30/100 Dollars ($125,655.30), as more particularly shown on Exhibit "B" attached hereto and made a part hereof for all purposes. h) Within 60 days of the City's acceptance of the Improvements, the City shall release the Surety to Owner and the Parties shall have no further obligation . to each other under this Agreement. 3. Approval of Agreement. The City has approved the execution and delivery of this Agreement pursuant to Section 21.4.15(C.)(2.) of the City's Unified Development Code, and the Owner represents and warrants that it has taken all necessary action to authorize its execution and delivery of this Agreement. 4. Governmental Immunity. The City does not waive or relinquish any immunity or defense on behalf of itself, its officers, employees, Councilmembers, and agents as a result of the execution of this Agreement and the performance of the covenants and actions contained herein. 5. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, representatives, successors, and assigns, and the terms hereof shall run with the Property. 6. Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all signatory parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same Agreement. 7. Integration. This Agreement is the complete agreement between the parties as to the subject matter hereof and cannot be varied except by the written agreement of the Owner and the City. The Owner and the City each agrees that there are no oral agreements, understandings, representations or warranties which are not expressly set forth herein. 8. Notices. Any notice or communication required or permitted hereunder shall be deemed to be delivered three (3) days after such notice is deposited in the United States mail, postage fully prepaid, registered or certified mail return receipt requested, and addressed to the intended recipient at the address shown herein. Any address for notice may be changed by written notice delivered as provided herein. All notices hereunder shall be in writing and served as follows: If to the Owner: ILF N -T Owner, LP, a Delaware limited partnership 500 Boylston Street, Suite 2010 Boston, MA 02116 Attention: Mr. Jesse Baker, Authorized Signatory If to the City: CITY OF SCHERTZ 1400 Schertz Parkway Schertz, Texas 781.54 Attention: City Manager With copy to: Denton Navarro Rocha Bernal & Zech, P.C. 2517 N. Main Avenue San Antonio, Texas 7821.2 Attention: T. Daniel Santee 9. Legal Construction. If any provision in this Agreement is for any reason unenforceable, to the extent the unenforceability does not destroy the basis of the bargain among the parties, such unenforceability will not affect any other provision hereof, and this Agreement will be construed as if the unenforceable provision had never been a part of this Agreement. Whenever the context requires, the singular will include the plural and neuter include the masculine or feminine gender, and vice versa. Article and section headings in this Agreement are for reference only and are not intended to restrict or define the text of any section. This Agreement will not be construed more or less favorably between the parties by reason of authorship or origin of language. 10. Recitals; Exhibits. Any recitals in this Agreement are represented by the parties hereto to be accurate, constitute a part of the parties' substantive agreement, and are fully incorporated herein as matters of contract and not mere recitals. Further, any exhibits to this Agreement are incorporated herein as matters of contract and not mere exhibits. 11. No Joint Venture. It is acknowledged and agreed by the parties that the terms hereof are not intended to, and shall not be deemed to, create a partnership or joint venture among the parties. 12. Choice of Law. This Agreement will be construed under the laws of the State of Texas without regard to choice -of -law rules of any jurisdiction. Venue shall be in the State District Courts of Guadalupe County, Texas with respect to any lawsuit arising out of or construing the terms and provisions of this Agreement. No provision of this Agreement shall constitute consent by suit by any party. [ Signatures and acknowledgments on the following pages] Signature Page to Improvement Agreement This Improvement Agreement has been executed by the parties as of the dates of the Acknowledgments to be effective as of the Effective Date. Owner ILF N -T OWNER, LP, A DELAWARE LIMITED PARTNERSHIP By: Name: Title: Date: COUNTY OF This instrument was acknowledged before me on the day of , 2018 by , the of ILF N -T Owner, LP on behalf of said limited partnership. (SEAL) Notary :Public in and for The State of Texas My Commission Expires: Signature Page to Improvement Agreement This Improvement Agreement has been executed by the parties as of the dates of the Acknowledgments to be effective as of the Effective Date. Citv: CITY OF SCHERTZ, a Texas municipal corporation I: Name: Brian C. James, its Acting City Manager Date: THE STATE OF TEXAS COUNTY OF GUADALUPE This instrument was acknowledged before me on the day of , 2018 by Brian C. James, Acting City Manager of the City of Schertz, Texas, a Texas municipal corporation, on behalf of said City. (SEAL) Notary Public in and for The State of Texas My Commission Expires: EXHIBIT "A" The Property Legal Metes and Bounds and Master Plan [See attached] EXHIBIT "B" The Cost Estimate and The City's Participation Cost [ See attached] EXHIBIT "C" The Surety [ See attached] IMPROVEMENT AGREEMENT HOMESTEAD SUBDIVISION - PUBLIC IMPROVEMENTS EXHIBIT "A" FIELD NOTES FOR A 312,03 ACRE TRACT ,A, 312.03 acre tract out of the J.F. Zepeda Survey NO, 257, Abstract 6$5; J.F. Zepeda Survey No: 257, .Abstract -471, C.M. Cahagan.Survey No. 258,Abstract 182; G.M. Gahagan Survey No. 258; Abstract 142, P. San Miguel Survey No, 256, Abstract 227;, State Abstract Tate2 and being out of a 522.18 acre tract conveyed to IL>i N -T Owner, LP of record in Document Number 201406044206 of the Official Public Records of Coma? County, Texas, Said 312.03 acre tract having 8.33 acres, situated in Comal County, Texas and 303,70 acres, situated in Guadalupe County, Texas and being more particularly described by.metes and bounds as foIlowsi Commencing at a set -Yz" iro.h rod with a blue plastic cap stamped. "KFW Surveying ",, in the southeast right- of- waylitie 6f Inter'state Highway 35, a variable width right -of way, in the northeast line of Lot-27, Block 17; a variable width Sanitary Sewer Easement of The Fairways at Scenic = Hills, Unit 3B, a subdivision plat of record in Volume 7, Page 203 of the Map and Plat Records of Cpznai County, Texas, for the northwest corner of a 68.274 acre tract conveyed to MFP Realty, LP of record in Document Number 201406044146 of the Official Public Records of Comal County, 'Texas, from which a found Texas Department of Transportation Monument Type 2 bears, N 29 34' 33" W, A distance of 4,79 feet, THENCE., AIong and with the southeast'right -of way line of interstate Highway 35, the northwest lines of the 68,274 acre trace, the following.calls and distances: 1. N S20 20r 03" E, a distance of 41.17 feet to a set 112" iron rod with a blue plastic cap stamped "KFW Suryeying" at an angle point of the tract iieseribed herein, 2. N 590 40' 24" .E, a distance. of :34.71 feet to a found Texas. Department of Transportation Monument Type T at an angle point of the-tract described herein, 3. N 130 21' 30" E, .a. distance of 16.40 feet to a found Texas Department of Tr- ansportatioo Monument Type 2 at-an angle point of the tract described herein, 4. N 51° 32' 23" E, a distance of 274.08 feet W. a found Texas Department of Transportation Monument Type 2 at an angle point of the tract described herein, 5. N 54" 36' 39" E; a distance of 49.:7 feet to a found Texas Department of Transportation Monuinerit I`ype 2 at ari anglo p6inf of the tract described herein, G. N 54 0 S7' 53" E, a distance of 50.19 feet to a found Texas Department of Transportation Mohiiihent Type 2 ratan angle point ofthetract described herein, 7: N 544" 39' 30" E, a distance of 352..47 feet: a found Texas bepartmett. of Transportation Moms cot Type 2 atan angle point of the tract described herein; and 8. N 595' 21' 41" E, a distance of 171.71 feet to a set 1 /z" iron rod with a blue plastic cap stamped "KFW Surveying", for the (POINT OF BEGINNING and the northwest corner of the tract described herein; THENCE: N 59 °2341' E continuing along and with the southeast righVof way line of Interstate Highway-35, the noxthW6st lines of the 522.18 Ac"r"e tract, a distaice of 947.70 feet to a SOW, iron rod with a blue plastic cap stamped "KFW Surveying", for the northwest corner of a 9.6090 acre tract conveyed to MFP Realty, LP of record in Document Number 201406044146 of the Official Public Records of Comal County, Texas and the northeast corner of the 522.18 are tract and the tract describ -ed herein froni which a found Texas Department of Transpoftatlon Monument Type 2 bears N 59° 21'41" E, a distance of 1012.13 feet; THENCE, Departing flip southeast right -of way line of interstate Highway 35 and.along and with the northwest and west lines of the 9.6090 acre tract and a 43.524 acre tract conveyed to M P Realty, LP of record in Document Nuimber ZQ1406044146 of the Official.Public Records of Comal County, Texas and the southeast and east lines of the 522.18 acre tract, the following eleven C11] courses: x. S 3 -0° 38' 19" E, a distance of 20,00 feet to a set'/V iron rod with a blue plastic cap - stamped " VW Surveying" in a curve to the left, for a.cbrner of the tract described Herein, 2. with a non - tangent curve to the left, having an arc of 33.09. feet a radius of 40=00 feet a delta of 47 124'13" and a chord bears S 35 °39'34 "W, a distance of 32.16 feet to .9 set x/2" iron-rod with a blue plastic cap stamped "KFW Surveying ", for a point of Tangency, 3. S 110 57' 28" W, a distance of 62:81 feet to a set 72" iron rod with a blue plastic cap stamped "I {FW 5urvey1rig ", for a point of reverse curve, 4, with a curve to the left, having an arc of 376,27 feet, a radius of 380,00 feet,. a delta of 56 044'01" and a chord bears S 16 °.24'33 "E; a distance of 361,09 feet to a set lh' iron rod with a blue.plastid cap stamped "KFW Survveying", fora point of tangency, 5; with a curve to the right; having an -arc of +621.52 feet, a radius of 1450.00 feet, a delta of 24 °33'32" and'a chorif bears S 32129'47"E, a distance of 616.77 feet to a set 1/" ton rod with a blue plastic cap stamped "KFW Surveying", fora point of reverse curve, 6. with a curve to the left; having an arc of 5:.04 feet, a radius of 5,00 feet, a delta of 66 °54'23" and a chard bears S 53940'13"E, a distance of 5.51 feet to a set 1/" iron rod With a blue plastic -cap stamped "Kral Surveying", fora point of reverse curve, 7, with a curve to the right, having an arc of 394,65 feet, a radius of 155.00 feet, a delta of 145 052'54" and a chord bears S 14b10'57"E, a distance of 296.36 feetto-a•set 1 /2" iron rod with ablue plasticcap stamped "KFW Surveying ", 'for a point of reverse curve, 8. with a curve to the left, having an arc of 5.84 feet, a radius of 5.00 feet, a delta of 66 °54`23" and a chord bears S 25 °x.8'19 "W, a distance of 5.51 feet to a set J/z" iron rod witl} a blue plastic cap stamped "KFW Surveying ", fot a point of'rever8e cuiye, 9. with a curve to the right, having an arc of 34.87 feet, a radius of 1450.00 feet, a delta of 01 °22'40" and a chord bears S 07027'33 "E, a distance of 34.87 feet to a set' /a" iron rod with a blue plastic cap stamped "KFW Surveying ", for a point of tangency, 10. S 060 46' 13" E, a distance off 591.96 feet to a set '° iron 'rod with a blue plastic cap stamped "KFW Surveying' on the ostensible location of the county line- of Corral County, for the southwest corner of. the 45.524 acre tract and an interior corner of the 522-.18 acre tract and the tract described herein, and 11. N 66° 26' 37" E, along and with the on the ostensible location of the county line of Corral County a distance of.1533,73 feet to a set 1/z" iron rod with a blue plastic cap stamped "KFW Surveying" in the West line of a 40.00 acre tract Imown as Tract 2, conveyed to RBV2 Limited Partnership of record in Volume 1654 Page 902 of the Official Public Records of Guadalupe County, Texas, for the northeast corner of the 522.18 acre tract and the tract described herein; THENCE; continuing along and with the westlines of the 40.00 acre tract, known as Tract 2 and the west and south lines of a 40,00 acre tract, known as Tract 2, conveyed to RBV2' Limited Partnership of record in Volume 1654 Page 902 of the .Official Public Records of Guadalupe, County, 'Texas and the east -and -north lines of the 522:18 acre tract, the followingfour (4) courses: 1. S 130 10' 12" E, a distance of 157.5.2 feet to a set 1/z" iron rod with a blue plastic cap stamped "KFW Surveying", for and angle point of the tract described herein, 2. S 09" 32' 31" F, a distance of 129.96 feet to a set 1 /z" iron rod with a blue plastic cap stamped "KFW Surveying" for the southwest corner of the 40.00 acre tract, known as Tract 2, the northwest corner of a 40.00 acre. tract, known as Tract 1, for an angle point of the 52118 acre tract and the tract described herein, 3, S 08° & 03" E, a ciistahce of 833.40 feet to a set V2' iron rod With a blue plastic cap stamped "KFW Surveying" for the southwest corner of the 40.00 acre tract, known as Tract 1, an interior corder of the 5 -22'.18 acre tract and i:he tract described herein, and 4. N 71° 52' 57" .Er a distance of 1666.'73 feet to a set /z" iron rod with a blue plastic cap stamp.ed'VW Surveying", for the northwest corner of a 15.66 acre tract, known as Tract 3. conveyed to RBV2 Limited.Partriership, of record in Volume 1654 Page, 902 of the - Official Ptiblic Records of Guadalupe County, Texas, for an easterly corner of the 522.18 acre bract and the tract described herein; THENCE. S DS° 48' S2 ") ,along and with the west line of the 15.6 acre tract and an east fine of the 522.18 acre tract, a distance of 1379.21 feet to a set 1 /z" iron rod with a blue plastic cap 6a7mped " 1_FW Surveying " -in a northwest -line of a tract conveyed to Melvin W. and Ruby V, Schwab, of record in Volume 113 page 497 of the Oficial Public Records of Guadalupe County, Texas, for the south*6s*t corner of the 15.66 acre tract, an easterly southeast corner of the 522.18 acre tract and the tract described herein, THENCE: Along and with a nortliv+iest and west-lines of the Schwab tract and a southeast and east lines -of the 522.18 acre tract the following four (4) calls and distances: 1. 5 61° 59' j5" W, a distaice of 445:47 feet to a set 3 /z" iron rod. with a blue plastic cap stamped "KFW Surveying", for an interior corner of the Schwab tract and an exterior corner of the 522.18 acre tract and the tract described herein, 2, N 210 27' 28" W, a distance of 223,23 feet to "a set Yz" iron rod with a blue plastic cap stamped "KFW Surveying'", for the northerly northeast corner of the. Schwab tract, an interior corner of the $22,18 acre tractand the tract described herein, 3. .S 59° 28' 32" W, a distance of 100$,68 feet to a set 1/z" iron rod with a blue plastic cap stamped "KFW Surveying', for the northwest corner of the Schwab tract, an interior corner ofihe 522.18 acretractand the tract describedherein, and. 4, S 301? 31' 02" E, a distance of 607.90 feet to a set 1 /z" iron rod with a blue plastic cap stamped "KM Surveying ', for the northeast corner of a 0.7 of an acre tract conveyed to Melvin W. and Ruby F. Schwab of record in Volume 1418 Page 497 of the Official Public Records of Guadalupe County, Texas, an easterly corner of the 522,18 acre tract and the tract described herein; THENCE: S 580 31' 00" W, along and with the northwest line of the 0,7 of an acre tract and a southeast line of the 522.18 acre tract, a distance of 86.82 feet to a found 60d Nail in concrete, for the northwest corner of the 07 of an acre_ tract, an interior corner of the 522:18 acre tract and the tract described herein; THENCE. S 309 35' 23" E, along and with the southwest line of the 0,7 of an acre tract and a northeast line of the 522,18 acre tract, a distance of 351,70 feet to a found 60d Nail in concrete, for the southwest corner of the 0,7 of an acre tract, an interior corner of the 522.18 acre tract and the tract described herein; THENCE: N 59" 18' 13" E, along and with the southeast line of the 07 'of an acre`trkt, a southeast line of the Schwab tract and a northwest line bfthe 522,18 acre tract, a distance of 100.7.77 feet to a set 1 /x" iron rod with a blue plastic cap stamped "KFW Surveying', for an interior corner of the Schwab tract, an exterior eorner-of the 522.18 acre tract and the tract described herein; THENCE: S BY 27'02!'E, along and with a southwest line of the Schwab Tract and a northeast Iine of the 522.18 acre tract, a distance of 40,00 feet�to asotl /z" iron rod With ablue plastic cap stamped .KFW Surveying ", for an interior corner of the Schwab tract, an angle point of the 622.18 acre tract and the tract described herein; THENCE: S29° 49' 0.0" F, along and with "a southwest line ofttie Schwab tract, a southwest right-Of- Way line of Green Valley Road, (County Road 376), a variable width right -o F way, a northeast line. of the 522:18 .acre tract; at a distance of 199,0.6 feet, passing the southwest line of the Schwab tract, the norkhwestrlght- of,wayline of Green Valley. Road, continuing a total distance gf224,95 feet to a point, for the southeast corner of the tract'desetlbed herein; THENCE, S 500 04'-57" VII, along and with the ostensible location of the City Liinits Line of the City of Schartz aiid City of Cibolo ETJ line, into and acibss_ the 522:18 acre "tracta a distance of 4083;87 feet to a fqund:j /z" iron rod, for the southeast corner.of.t e 18751 acre tract, the northeast corner of the 2 0.00 acre tract, the southwest corner of the 522.18 acre tract and the tract described herein; THENCE; N 90° 20' 29" W; along and with the northeast line of the 18.751 acre tract and the southwest line of the 522.18 acre tract, a distance of 320,81 feet.to a found 1!z" Iron rod with a plastic cap stamped "CEC ", an easterly corner of the 18.751 acre tract, an interior corner of the 522.18 acre tract and the tract described herein; THENCE; S 80° 16'13" W,4ong and with a north line o the 1'8.7S1 acre tract, a distance of 12.95 feet to a found 112," iron rod with a plastic cap stamped ", CK", For an interior corner of the 18,75I acre tract and a westerly corner of the tract described herein; THENCE; N 30° 56' 16'' W, along and with the northeast line of the 18.751 acre tract and a northeast-line of The Links at Scenic Hills; Unit 3, a subdivision plat of record in Volume 7 Page 646 of the Map and Plat Records of Guadalupe County, Texas, at a distance of 216.25 feet, passing a found Yz" iron rod with a plastic cap. stamped "Jacobs Prop" for the northeast corner of the 18.751 acre tract and the southeast corner of The Linlrs at. Scenic Hills, Unit 3, continuing a for total distance of 501;70 feet to a set 1/z" iron rod with a blue. plastic cap stamped "KFW Surveying" for a corner of the 522,18 acre tract, an interior corner of The Links at Scenic Hills, Unit 3 and a westerly corner of the tract described herein; THENCE. N 12° 26' 23" W, along and with the northeast lines of The links at Scenic Bills, Unit 3, the remaining portion of a 168,088 acre tract convoyed to Investmept Scenic Mlls, LTD, of record in Volume 1634 Page 179 of the Official Public Records of Guadalupe County,- Texas, The Links at Scenic Hills, Unit 1, a subdivision plat of record in Volume 7 Page 389 of -the Map and Plat Records of Guadalupe County, Texas, the Replat of Fairhaven, Unit 2, a subdivision plat of record in Volume 7 Page 447 of the "Map and Plat Records of Guadalupe County, Texas and Fairhaven, .Unit 2, a subdivision plat of record in Volume 7 Page 224 of record in the Map and PlatRecords of Guadalupe County, Texas; a distance of 1335.20 feet to a set i/z" iron rod with a blue plastic cap stafnpec[ "KFW Surveying" in the northeast line of Lot 52, Bloch 26 of The Links At Scenic Hills, Unit 1 of record in Volume 7 Page'389 of the Map and Plat Records of Guadalupe County, Texas and for the southwest corner of a 23,76 acre tract conveyed to the Board of Trustees of `The Schertz- Gibolo- Universal City Independent School District of record in Volume 41-76 ,Page 283 of the Official Public Records of Guadalupe County, 'Texas,.for a westerly corner of the 522.18 acre tract and the tract described herein, from which afound ?/z" iron rod -with a plastic cap stamped "C -B SA PROF'; for the northeast corner of Lot 57, Block 26 of the Replat. of Fairhaven, Unit 2, the southeast corner- of Lot 36, of the Fairhaven, Unit 2 bears s-N 12° 20'23" W, a distance of 197.59 feet; THENCE; Along and with the 23,76 acre tract, into and across the 52118 acre tract, the following nine (9) calls and distances: 1. N 79 911'57" E, a distance of 596.17 feet to a set I /z" iron rod with a blue plastic cap stamped "KFW Surveying" for an angle point ofthe tract described herein, 2. N 50 003'22" E; a distance of 820.77 feet io a set 1/z" iron rod with a blue plastic cap stamped "IZFW'Surveying" for a southeast corner of the tract described herein, 3; N 33040'59" W, a distance of 722.00 feet to a set 12" iron rod with a blue plastic cap stamped `KFW Surveying" for a northeasterly corner of the tract described herein 4, S 56918'31" W, a distance of 241,20 feet to a set 1/z" iron .rod with a blue plastic cap stamped `KFW Surveying" for an angle point of the tract described herein, 5. S 63 1'45'09" W, a distance of 567.84 feet to a set Yz" iron rod with a blue plastic cap stamped "KFW Surveying ".for an angle point of the tract described herein, 6. S 7763937'' W, a distance of 234,68 feet to a set I/g" iron rod with a blue plastic cap stamped "KFW Surveying' for an interior corner of the tract described herein, 7. N 12 02013" W, a distance of 361.41 feet to a set 1/i" 'iron rod with a blue plastic cap stamped IOW Surveying" for an angle point of the tract described herein, 8, N 29 °38'53-" W, a distance of 305.62 feet to a set J/z" iron rod with a blue plastic cap stamped'WFW Surveying "-.for a northeasterly corner of the tract described herein, and 9. S 6.0 121'07" W, a distance of 50,00 feet to a set ?/2" iron rod with a blue plastic cap stamped "KFW Surveying" for the southeast corner of Lot 17 of Fairhaven, Unit 2, at the termination of the northeast right -of -way line of Black -Bittte, a 5Q' right-of-way, of record in Volume 6 Page 763 of the Map and Plat Records of Guadalupe County and a southwesterly corner of the tract described herein; THENCE: N 29° 38'53" W, along and with the northeast line of The Ridge at Scenic Hills, Unit 1, a subdivision plat of record in Volume 6 Page 763 of the Map and Plat-Records of Guadalupe County, Texas and The Fairways at Scenic Hills; Unit 313, a subdiviston plat of record in Volume 7 Page 203 of-the Map acid Plat Records of Guadalupe County, Texas, the southwestline of the 52110 acre tract, a distance of 912.18 feet to a set Y2" iron rod with a blue plastic cap stamped "ICFW Surveying ", for the southwest corner oftfie 68.2 7.4 acre tract and the northwest corner of the- 522.18 acre tract alto the tract described herein, from which a Pound Y2 "'iron rod four the southwest corner of Lot 23 and the northeast corner of Lot 26 and for an angle point in the southeast line of The Fairways of Scenic Hills, Unit 3B bears N 290 38' 53" W, a distance. of 100.78 feet; THENCE: Departing of the northeast line of Lot 26 in The Fairways at Scenic Bills, Unit 3B, along and with the southeast and east lines of the 68.274 acre tract and the northwest and west lines of the 52-2.18 aere.tract; the followingtePn (10) calls and distances: 1. N $3° 02' 42" E, a distance of 1147;11 feet to a set 1I" iron rod with a .blue .plastic oap stamped "KPW Surveying '; for as angla point of the tract described herein, 2. N 66° 26' 37" E, a distance of 241.33 feet to a set 11Y' iron rod with a blue plastic cap stamped "KFW Surveying ", for the southeast corner of the 68.274 acre tract, an interior corner of the $22.18 acre tract and the tract described herein, 3. N 06 °.46' 13" W, a distance of 622.12 feet to a set I/z" iron rod with a blue plastic cap stamped "KFW Surveying", for a point ofcurvatare to the left, 4, -With a curve to the left, having an arc of 26,76 feet, a radius of 1350.00 feet, a delta of 01°08`08" and a chord bears N 07 °2617 "W, a distance of 26.76 feetto, set? %z" iron 'rod with a blue plastic cap stamped "KFW Surveying ", for a coxripmind cui ve, 5. with a curve to the left, having an arc of 6.89 feet; a radius of 5.60 feet, a delta of 73°013'51." and a chord bears`N 41•°2:6'17"W, a distanoe of 5,95 feet to a. set Vz" iron rod with a blue plastic cap stamped "KPW $ui veyiig", for a point of reverse curve, 6. with a curve to the right, having an arc of 361,36 feet, a radius of 1SS.00 feet, a delta of 133 634'31" and a chord bears N 14 010'57 "VII, a distance of 284.91 feet to a set 1/2" iron rod with a blue plastic cap stamped " "KFW Surveying ", for a pointof.reverse curve, 7. with a curve to the left, having an arc of 6.38 feet, a radius of 5.00 feet, a delta of 53 °03'51" and a chord bears N 16 °04'.23 "E, a distance of $:95 feet to a set 1/2" iron rod with a blue plastic cap stamped "KFW Surveying ", for a point.of compound curve, 8, with a curve to the left; having an arc of 312.45 feet, a radius of 1350.00 feet, a delta of 13 °15'.39" and a chord bears N 2705'23 "W, a distance of 311,76 feet to a set 7 /x" iron rod with a blue plastic cap stamped "KFW Surveying', for a compound curve, 9, with a curve to the left, having an arc of 1107.42 feet, a radius of 730.00 feet, a delta of 86 955'07" and a chord bears N 77'1046 "W, a distance of 1004.25 feetto a set 1/z" iron rod with a blue plastic cap stamped "XFW Surveying", for a corner of the tract described herein, and 10. N 30° 38' 19" W; a distance of 20.00 feet to the _'POINT OF BEGINNING and containing 312.03 acres more or less situated in the City of Schertz, Comal and Guadalupe Couvatiesi Texas and being described in accordance with a survey prepared by KFW SM lob NO,: 13 -016 Prepared by; IWsurveyirig J Date: August 19, 2015 Revised: Augu5t21,2015� 72 A� File: S: \Draw- 2013 \13 - 016 .Nortex \DQCS \FN522.18AC- RESARE UPc 3 ,; Bp WE, RJE ME ME o F. "Im 2�1 rs El Big �0 0 11 MEN 11111111m 00-11mom --- 1111111 - 0111IM11111111111111 m 1111IM1111111111111 m 111110111111111111111 11:11111111111:1111 WE, RJE ME ME o F. "Im 2�1 rs El Big IMPROVEMENT AGREEMENT HOMESTEAD SUBDIVISION - PUBLIC IMPROVEMENTS EXHIBIT "B" Homestead Community Facilities Agreement Phase, Sewer Lift Station & 12" Force Main LUE Usage Residential (SFD) LUE's Residential (TH) LUE's Commercial LUE's Apartment LUE's Homestead - School City of Schertz - Off -site Total LUE's (4) (4) (2) (1) of Total LUE's LUE's 1333 42% 138 4%A 1 (1) River City En ' Station Shared Flow Exhibit - 2 -17 -16 (2) River City E - Lift Station Shared Flow Exhibit- 2 -17 -16 (3) • River City Engin Wring- Lift Station Shared Flows - 4 -14 -16 (4) KFW email on 4- 15--16 $ 1,098,174.51 Original DNT Contract Amo $ (154,115,44) (Deduct Change Order #1) $ 944 Cost per DNT Bid (attached 6,293.73 41,026.66 $ 92,607.27 $ 186,314.54 $ 27,291.65 $ 200,525.22 VL 944,059.07 $ 743,533.85 $ 200,525.22 $ 944,059.07 Phase 2 Off -Site Sewer Extension $600,000 Estimated Cost of Total Cost as % of LUE Usage r rootnote LUEs LUEs Total Freehold - 1 1,563 499/,, $293,196,34 McCombs 9 966 30% $181,148.36 City of Schertz ( (3) 670 21% $125,655,30 100% $600,000 Total (3) city-to reimburse owner by not requiring Sewer Impact Pees on the first lots with Building Permits In Homestead Phase 1. Total Cost Sharing by Entit om above 11111L — N $1, 38 $ $18 36 Y NId $ YAX74otal $ 743,533.85 $ 200,525.22 $ 944,059.07 Agenda No. 4 City Council Meeting: October 23, 2018 Department: Library Subject: Resolution No. 18 -R -134 - Consideration and /or action approving a :Resolution authorizing a Public Library Interlocal Agreement with Guadalupe County BACKGROUND The City of Schertz and Guadalupe County have had an interlocal agreement regarding the provision of library service to County residents since 1981. The Commissioners' Court has long held the view that library services are beneficial to all County residents and has entered into agreements with each of the three public libraries in the County to provide library service to all its residents for many years. The proposed Interlocal Agreement is for one fiscal year, from October 1, 2018 through September 30, 2019, . and renews each successive year. The agreement can be terminated by either party with written notice not less than 30 days prior to the agreement's end. This Interlocal agreement is mutually advantageous to both the County and the City. It allows the County to efficiently and economically provide library service to its residents who would not otherwise have it, and the City receives funds that help offset operating costs for its residents. It should be noted that the vast majority of Guadalupe County Schertz Library card holders live within the city limits of the cities of Schertz, Cibolo and Selma and are entitled to use the Schertz Library as a result of Schertz resident status, or as a result of agreements the City of Schertz has with the other cities. Only 4.7% of the library's cardholders live in other parts of Guadalupe County. As a reminder, the City of Cibolo has provided funding for the Schertz Library since the late 1990s. The FY 2019 . agreement is in the amount of $35,000. The City of Selma has provided funding since 2009 and the FY 2019 interlocal agreement will provide approximately $22,000 in the upcoming fiscal year. One other item of note —it has been the Schertz Library's practice to allow residents of the State of Texas to use the library free of charge. Out of state residents pay $15.00 per person per year to have full access to all resources. The Texas State Library has a program called Texshare that Schertz participates in. The program allows Schertz Library cardholders to have access to resources, though often on a limited basis, at other participating libraries, including the San Antonio Public Library System, Seguin Library and the New Braunfels Library System. CCM Guadalupe Co ILA FISCAL IMPACT The County will pay the City $217,152 in monthly installments of $18,096.00 for Library Services as outlined in the ILA under section 111. Consideration. The Schertz Library budget is approximately $968,000 for FYI 9. RECOMMENDATION Staff recommends adoption of Resolution 18 -R -134 authorizing the Public Library Interlocal Agreement with Guadalupe County to permit all citizens of the County to utilize the City's library facilities. ATTACHMENT Resolution 18-R -134 Public Library Interlocal Agreement CCM Guadalupe Co ILA EXHIBIT A PUBLIC LIBRARY INTERLOCAL AGREEMENT See attached CCM Guadalupe Co ILA RESOLUTION NO. 18 -R -134 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING A PUBLIC LIBRARY INTERLOCAL AGREEMENT WITH GUADALUPE COUNTY, TEXAS, AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the City Council (the "City Council ") of the City of Schertz (the "City ") has determined that it is in the best interest of the City to enter into a Public Library Interlocal Agreement with the Guadalupe County, Texas (the "County "), permitting the citizens of the County to utilize the services of the City's public library; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS THAT: Section 1. The City Council hereby authorizes the City Manager to execute and deliver the Public Library Interlocal Agreement with Guadalupe County in substantially the form set forth on F,xhihit A Section 2. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the City Council. Section 3. All resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. Section 4. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 5. If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Resolution would have been enacted without such invalid provision. Section 6. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public 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 Chapter 551, Texas Government Code, as amended. Section 7. This Resolution shall be in force and effect from and after its final passage, and it is so resolved. PASSED AND ADOPTED, this 23' day of October, 2018. CITY OF SCHERTZ, TEXAS Michael R. Carpenter, Mayor Brenda Dennis, TRMC, CMC City Secretary (CITY SEAL) SCHERTZ Selma ILA Library.doc EXHIBIT A PUBLIC LIBRARY INTERLOCAL AGREEMENT See attached SCHERTZ Selma ILA Library.doc A -]. STATE OF TEXAS § COUNTY OF GUADALUPE § 100- 630 - 800.4945 PUBLIC LIBRARY INTERLOCAL AGREEMENT BETWEEN GUADALUPE COUNTY AND THE CITY OF SCHERTZ This Public Library InterLocal Agreement, effective as of the date of final execution (hereinafter referred to as "Agreement "), is between Guadalupe County (hereinafter referred to as "County "), Texas, and the City of Schertz, (hereinafter referred to as "City "), Texas. WHEREAS, the City has an established public library and has for several years provided free public library services to all citizens of the County residing in or near the City by informal agreement with the County; and WHEREAS, the County and the City have determined to enter into this Agreement relating to the provision of free public library services (hereinafter referred to as "Library Services "), to the citizens of the County, and to set out the purposes, terms, rights, objectives, duties, and responsibilities of the County and the City with respect thereto; and WHEREAS, the County and the City have determined that the provision of the Library Services is a public purpose and within their statutory powers of government; and WHEREAS, the County and City are political subdivisions of the State of Texas, and are authorized to execute this Agreement pursuant to Texas Government Code 791.001 et. seq. as amended, and Local Government Code Section 323, as amended (the "Act "). NOW, THEREFORE, the County and the City, acting by and through their duly authorized officers, hereby covenant and agree as follows: I. Purpose 1. The City agrees that the established library of the City shall assume the functions of a county library within the County, all as permitted by the Act. 2. The Librarian of the City's established library holds a county librarian's certificate from the Texas Library and Archives Commission, as required by the Act. 3. All public library facilities, books, reading material, and other equipment in the possession of the City's library shall be equally accessible to all residents of the County during the term of this Agreement. 4. All public library facilities, books, reading material, and other equipment currently owned by the City of acquired for use in its established public library during the term of this Agreement shall remain the property of the City. H. Term and Renewal This agreement shall be for a term commencing with effective date of this Agreement through and including October 1, 2018 to September 30, 2019 (the "Initial Term "), unless either party to this Agreement notifies Page - l - of Two Pages the other party in writing that it wishes to terminate this Agreement. Such notice shall be provided not less than thirty (30) days prior to the end of the Initial Term or any Renewal Term. HI. Consideration 1. In consideration of the City's provision of the Library Services during the Initial Term, the county agrees to pay the City a monthly sum of $18,096.00 (Eighteen Thousand, ninety -six Dollars and 00 /100) on the 15th day of each month following the effective date of this Agreement. 2. The County and the City agree that the monthly amount payable by the County to the City shall be determined by good faith negotiations between the County and City and that such amount shall be determined not less than thirty (30) days before the end of the Initial Term and each Renewal Term. IV. Authorization The governing bodies of the County and the City have duly authorized this Agreement. V. Severability If any portion of this Agreement shall be declared illegal or held unenforceable for any reason, for remaining portions hereof shall continue in full force and effect. VI. Amendments This agreement represents the complete understanding of the County and the City with respect to the matters described herein, and this Agreement may not be amended or altered without the written consent of both parties. IN WITNESS WHEREOF, the undersigned have entered into the Public Library InterLocal Agreement, effective as stated herein. GUADALUPE COUNTY, TEXAS By: Kyle Kutscher Guadalupe County Judge CITY OF SCHERTZ, TEXAS Brian James Executive Director /Acting City Manager By: Teresa Kiel Guadalupe County Clerk Date: ATTEST LE Brenda Dennis City Secretary Date: Page - 2 - of Two Pages Agenda No. 5 City Council Meeting: October 23, 2018 Department: Library Subject: Resolution No. 18 -R -135 - A Resolution by the City Council of Schertz authorizing purchases up to $75,000 with any one library materials vendor to include Baker & Taylor, Inc. and Ingram Library Services, Inc. BACKGROUND As a Texas Public Library, the Schertz Library is able to purchase materials from a number of library vendors at substantial discounts through Texas Multiple Award Schedule (TXMAS) contracts. These contracts are based on the Federal government's GSA Federal Supply Service schedules. Baker & Taylor and Ingram are the two of the largest book vendors in the world, filling orders for both libraries and retail outlets. Both offer large discounts through the State's TXMAS program. While items are purchased from a wide variety of sources, we rely on these companies to purchase the bulk of our library's printed materials. Because of the additional funds earmarked in the library's 2018 -19 budget for library materials, purchases made from these two companies could potentially exceed $50,000.00. The City's practice is to seek authorization from Council when expenditures with a vendor may exceed $50,000 in one fiscal year. Staff is requesting approval to spend up to $75,000 with any one of these vendors, Baker & Taylor or Ingram, as part of our efforts to meet the community's need for an improved library collection. COMMUNITY BENEFIT Advance authorization to spend funds with a vendor allows the City to move quickly and efficiently when making purchases. Authorization to spend funds with these particular vendors allows the library to take advantage of high discounts, a wide selection of titles and formats, as well as a number of other services designed to help libraries with efficiencies such as sophisticated online ordering systems that track purchases over time, review sources, collection development tools, MARC cataloging records, and book processing specific to libraries. All of these tools and services help staff purchase and process materials efficiently and get them into the hands of community members as quickly as possible. SUMMARY OF RECOMMENDED ACTION Staff recommends that Council authorize expenditures up to $75,000 with Baker & Taylor, Inc. and Ingram Library Services, Inc. in FY 18 -19. FISCAL IMPACT The Library's FY 18 -19 budget includes $125,000 for the purchase of library materials, including books, magazines, DVDs, audiobooks, and digital content. The Library Advisory Board's budget also includes $20,000 for the purchase of library materials. Additional funds for materials may become available through donation or fund- raising efforts. Any combination of the listed items could be purchased through one or more of the two vendors listed above. Last fiscal year, the City spent approximately $43,000 with Baker & Taylor. Ingram has not been used in many years, but we are again interested in using the company because of improvements to the ordering interface, a broader selection of titles and slightly better discounts on some formats. ATTACHMENTS Resolution 18 -R -135 RESOLUTION NO. 18 - R - 13 5 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING PURCHASES UP TO $75,000 WITH ANY ONE VENDOR, INCLUDING BAKER & TAYLOR, INC. AND INGRAM LIBRARY SERVICES, INC., AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the City of Schertz (the "City ") has budgeted expenditures for library materials; and WHEREAS, City staff has determined that Baker & Taylor, Inc. and Ingram Library Services, Inc., both TXMAS vendors, provide the best -value to the City for the purchase of library books and other library materials; and WHEREAS, purchases under these programs meet the requirements under the Texas Local Government Purchasing Code rule for cooperative purchases as adopted by the City of Schertz Resolution 1.1 -R -41 on August 30, 2011 amending the City's purchasing policy; and NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS THAT: Section 1. The City Council hereby authorizes expenditures up to $75,000 for FY 2018- 1.9 for any one vendor to include Baker & Taylor, Inc. and Ingram Library Services, Inc. for library materials purchases, not to exceed the approved budgeted amounts utilizing various cooperatives, TXM. AS and Buy Board contracts. Section 2. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this :Resolution for all purposes and are adopted as a part of the judgment and findings of the City Council. Section 3. All resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. Section 4. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 5. If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Resolution would have been enacted without such invalid provision. Section 6. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public 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 Chapter 551, Texas Government Code, as amended. Section 7. This Resolution shall be in force and effect from and after its final passage, and it is so resolved. PASSED AND ADOPTED, this 23rd day of October 2018. ATTEST: Brenda Dennis, City Secretary (CITY SEAL) CITY OF SCHERTZ, TEXAS -2- Michael R. Carpenter, Mayor Agenda No. 6 CITY COUNCIL MEMORANDUM City Council Meeting: October 23, 2018 Department: Finance Subject: Resolution No. 18 -R -136 -A Resolution by the City Council of the City of Schertz, Texas authorizing the extension for one year of the bank depository agreement with Schertz Bank & Trust, and other matters in connection therewith BACKGROUND This agreement is for the first one -year extension with Schertz Bank and Trust for bank depository services. The term of the extension will be from January 31, 2019 to January 31, 2020. The City entered into a Bank Depository Agreement with Schertz Bank and Trust on August 1, 2016 as authorized by resolution 16 -R -50. The agreement was for a three -year term with two options for one -year extensions. As of January 31, 2019, the City will have had depository services provided by Schertz Bank & Trust for 9 consecutive years with 2 full contract awards during that time. Staff has no reservations about the level of service provided by Schertz Bank & Trust and recommends extending the term of the contract. Over the next year if there is a negative impact in the service provided by Schertz Bank & Trust, Staff would not be recommending extending the contract again and instead submit a request for proposals for depository services. If the second extension is awarded through January 2021, Staff will submit a request for proposals in 2020 to have a new contract in place for January 2021. Goal To authorize a one -year extension for bank depository services agreement as per resolution 18 -R -136. FISCAL IMPACT None RECOMMENDATION Staff recommends approval of Resolution No. 18 -R -136 ATTACHMENTS Resolution No. 18 -R -136 RESOLUTION NO. 18 -R -136 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING THE EXTENSION FOR ONE YEAR OF THE BANK DEPOSITORY AGREEMENT WITH SCHERTZ BANK & TRUST, AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the City staff entered into a bank depository agreement with Schertz Bank & Trust on August 1, 2016 per resolution 16 -R -50 for a three -year term with two options for one - year extensions; and WHEREAS, the City Council has determined that it is in the best interest of the City to extend the bank depository agreement for the first one -year extension pursuant to the Bank Depository Agreement. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS THAT: Section 1. The City Council hereby approves the first of the available one -year extensions for bank depository services with Schertz Bank & Trust. Section 2. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the City Council. Section 3. All resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. Section 4. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 5. If any provision of this Resolution or the application thereof to any person . or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Resolution would have been enacted without such invalid provision. Section 6. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public 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 Chapter 551, Texas Government Code, as amended. Section 7. This Resolution shall be in force and effect from and after its final passage, and it is so resolved. PASSED AND ADOPTED, this 23rd day of October, 2018. ATTEST: City Secretary CITY OF SCHERTZ, TEXAS Mayor, Michael R. Carpenter Exhibit A Bank Depository Agreement -3- Agenda No. 7 CITY COUNCIL MEMORANDUM City Council Meeting: October 23, 2018 Department: Parks, Recreation, and Community Services Subject: Resolution No. 18 -R -133 — Consideration and /or action approving a Resolution authorizing the acquisition of property from Lower Colorado River Authority necessary for the completion of the hike and bike trail related to the Pedestrian Routes and Bike Lanes Project. BACKGROUND The Schertz Parks, Recreation, and Community Services Department has been awarded funding in the amount of $1,158,266.00 for the Schertz Pedestrian Routes & Bike Lanes project. The funding is part of the FY 2017 -2020 Alamo Area Metropolitan Planning Organization (AAMPO) Transportation Alternatives (TA) program. It is a 20/80 match in which the applicant provides 20% of the funds and the program provides 80 %. The Schertz Pedestrian. Routes & Bike Lanes project will fill gaps in connectivity between the two main North/South corridors through Schertz (Schertz Parkway and FM 3009). The connections will improve accessibility, make sidewalks ADA accessible, serve multiple pedestrian generators (schools, library, parks, businesses, Recreation Center, Senior Center), and increase pedestrian and bicyclist safety. The funds will provide for the construction of a ten -foot, shared -use, stabilized decomposed granite trail (adjacent to Wiederstein Road) to fill the connection gap; six -foot concrete sidewalk connections to fill gaps (which includes curbs, curb ramps, and drainage) adjacent to E. Live Oak Road; and, will fund the bike lane stripping along two main connector streets (Woodland Oaks Drive and Savannah Drive). The ten -foot hike and bike, or shared -use, trail is proposed to be installed along the Lower Colorado River Authority (LCRA) transmission line from Schertz Parkway to Wiederstein Road. The trail is proposed to be a natural trail that follows the existing grades and meanders through the vegetation and transmission towers. The hike and bike trail is planned to be constructed using stabilized decomposed granite to reduce maintenance while adding to the natural feel of the trail. The LCRA transmission line is currently in a transmission easement overlaid on parcels owned by LCRA. The parcels are part of the Live Oak Hills subdivision that was platted as a "paper subdivision" in excess of twenty years ago. LCRA acquired the parcels in Live Oak Hills approximately twenty years ago. LCRA owns thirty -seven parcels in the immediate vicinity of the hike and bike trail, but only twenty -six LCRA owned parcels contain a portion of the hike and bike trail. The AAMPO Transportation Alternative program is funded by the Federal Highway Administration (FHWA) and administered through TxDOT. Because of the federal funding associated with the project, the project must follow strict guidelines with regard to the right of way and easements utilized to construction the project. These requirements became clearer to Staff when work began with TxDOT on the project. Any project constructed using over $1,000,000 of FHWA funds in an easement, must have a stipulation stating that the project improvements must be accessible for public use for a minimum of twenty years. While the Parks Department gained permission to use the LCRA property in 2011 . and again in 2016 . when the AAMPO project application was being prepared, this stipulation was not included in the LCRA approvals. After multiple discussions between Staff and the LCRA Real Estate Department regarding these easement requirements, LCRA proposed to sell the parcels to the City at a discounted rate. The proposed purchase is mutually beneficial for the City and LCRA; constructing the project on property owned out right by the City simplifies the FHWA requirements for constructing on an easement and LCRA selling the parcels fits more in line with their current business model of possessing transmission easements and not real property. LCRA has offered to sell the City all thirty -seven parcels that they own for $100 per parcel, with the understanding that they retain their transmission easement on the properties as it exists currently. The 7.3 acres that make up the thirty -seven parcels owned by LCRA are almost entirely encumbered by electrical transmission easements held by CPS, LCRA, and GVEC, so the land has effectively no development potential. LCRA is not a tax paying entity, so the purchase of the thirty - seven parcels is not a reduction in the City's property tax base. Staff is seeking the authority to enter into an agreement with LCRA to acquire the thirty- seven . parcels adjacent to the hike and bike trail related to the Pedestrian Routes and Bike Lanes Project. Goal Approve Resolution 18 -R -133 authorizing the City Manager to enter into an agreement with LCRA to acquire the thirty -seven parcels adjacent to the hike and bike trail related to the Pedestrian Routes and Bike Lanes Project. Community Benefit Through the acquisition of these parcels, the City will have the ability to construct and maintain the hike and bike trail from Schertz Parkway to Wiederstein Road to provide additional connection. between Schertz Parkway and F.M. 3009. Summary of Recommended Action Staff recommends Council approve Resolution 1.8 -R -1.33. INVTG • ' • On An amount of $50,000 was approved with Ordinance 18 -T -28 to be transferred from Assistant Parks Director salary savings in to the Pedestrian Routes and Bike Lanes Project to cover additional project costs. The proposed agreement will utilize $3,700 of those funds. According to the Guadalupe County Appraisal District, the thirty-seven parcels included within this agreement are valued at approximately $439,000. RECOMMENDATION Staff recommends Council approval of Resolution 18 -R -133 ATTACHMENTS Resolution 18 -R -133 Project Route and Property Exhibit RESOLUTION NO. 18-R-133 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS, AUTHORIZING THE ACQUISITION OF PROPERTY FROM LOWER COLORADO RIVER AUTHORITY NECESSARY FOR THE COMPLETION OF THE HIKE AND BIKE TRAIL RELATED TO THE PEDESTRIAN ROUTES AND BIKE LANES PROJECT. WHEREAS, the proposed hike and bike trail is included within the scope of work for the Pedestrian Routes and Bike Lanes Project award by the Alamo Area Metropolitan Planning Organization (AAMPO) Transportation Alternative (TA) Program; and WHEREAS, the proposed hike and bike trail must be installed within easements or right of way held by the City which will be held by the City; and WHEREAS, Lower Colorado River Authority has offered to sell the necessary properties to the City at a discounted rate; and WHEREAS, funding for the acquisition will be from personnel savings approved to be transferred to the Pedestrian Routes and Bike Lanes project with Ordinance 18 -T -28; and WHEREAS, the City hereby seeks authority to negotiate and acquire all necessary land from Lower Colorado River Authority along the hike and bike trail alignment. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS: Part 1: That Staff of the City of Schertz, Texas, is hereby authorized to execute an agreement with Lower Colorado River Authority for an amount of $3,700.00 for the purchase of 37 parcels, as generally shown on Exhibit A. Part 2: That the City Manager is authorized to execute any and all documents necessary to complete the acquisition of all necessary property contemplated herein. Part 3: The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the City Council. Part 4: All resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. Part 5: This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Part 6: If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Resolution would have been enacted without such invalid provision. Part 7: It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public 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 Chapter 551, Texas Government Code, as amended. Part 8: This Resolution shall be in force and effect from and after its final passage, and it is so resolved. PASSED AND ADOPTED, this 23rd day of October, 2018. CITY OF SCHERTZ, TEXAS Michael R. Carpenter, Mayor ATTEST: Brenda Dennis, City Secretary (CITY SEAL) LCRA TSC to City of Schertz 7.276 acres Guadalupe County LCRA Transmission Line (T -581) Sale Parcel Boundaries Map Created 9/11/2018 Agenda No. 8 CITY COUNCIL MEMORANDUM City Council Meeting: October 23, 2018 Department: City Manager's Office Subject: Resolution No. 18 -R -138 — Consideration and/or action approving a resolution authorizing and approving amendments to the Planning and Zoning Commission Bylaws. C• � 1 The Planning and Zoning Commission created a subcommittee to review their bylaws, focusing specifically on duties and role of the Commission as well as the Commission makeup. IN particular, the current bylaws provide for 2 alternate members. These spots have not been filled for some time after issues arose with meeting protocol, alternates sitting on the dais and participating in discussions, but not being able to attend executive session because they were not going to vote on an item. Commissions felt strongly that having an alternate was important to allow new members to learn before being asked to vote on complex significant items. The alternate will not sit on the dais and participate in discussion unless filling in for an absent members, which eliminates the issues mentioned above. The changes also reference the UDC for duties and responsibilities and streamlines meeting protocol and procedures, using similar language as Council for motions. Staff is working with a number of boards and commissions to revise their bylaws to improve their effectiveness. Goal Provide bylaws that more clearly and accurately reflect the role of the Planning and Zoning Commission and procedures for conducting meetings. Community Benefit Meetings run more smoothly allowing residents and applications to more easily understand what is occurring and participate more fully. 50077367.2 Summary of Recommended Action Approval of the amended bylaws. FISCAL IMPACT RECOMMENDATION Approval of Resolution 18 -R -1.38 ATTACHMENT(S) Resolution. No. 1.8 -R -138 Proposed Amended By -Laws for the Planning and Zoning Commission Current Planning and Zoning Commission Bylaws 50077367.2 RESOLUTION NO. 18 -R -138 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING THE REVISED BY -LAWS OF THE PLANNING AND ZONING COMMISSION, AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the Planning and Zoning Commission of the City of Schertz (the "City ") has recommended that the City approve the revised By -Laws of the Planning and Zoning Commission; and WHEREAS, the City Council has determined that it is in the best interest of the City to approve the revised By -Laws of the Planning and Zoning Commission. THAT: Section 1. The City Council hereby authorizes the revised By -Laws of the Planning and Zoning Commision. Section 2. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the City Council. Section 3. All resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. Section 4. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 5. If any provision of this Resolution or the application thereof to any person . or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Resolution would have been enacted without such invalid provision. Section 6. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public 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 Chapter 551, Texas Government Code, as amended. Section 7. This Resolution shall be in force and effect from and after its final passage, and it is so resolved. PASSED AND ADOPTED, this 23rd day of October, 2018. CITY OF SCHERTZ, TEXAS Mayor, Michael R. Carpenter ATTEST: City Secretary, Brenda Dennis (CITY SEAL) 50506221.1 - 2 - Planning and Zoning Commission Bylaws Section 1— Purpose The Planning and Zoning Commission shall: A. Review and approve or make recommendations on applications as set forth in the City of Schertz Unified Development Code. B. Make recommendations regarding the implementation of the City's Comprehensive Plan. Section 2 — Membership and Officers A. The Planning and Zoning Commission shall be composed of seven (7) members and one (1) additional member who shall serve as an alternate. The alternate will not be seated unless one of the regular members is not in attendance at the start of the meeting. If seated, an alternate shall serve in place of the regular member even if the regular member arrives late. Four (4) members shall make a quorum. B. Commissioners shall reside within the corporate limits of the City. C. Commissioners shall serve two (2) year staggered terms with the terms of 3 Commissioners and the alternate expiring in odd numbered years and 4 Commissioners expiring in even numbered years. D. Terms shall expire on May 31. E. The Commission shall hold elections for a chair who shall serve as the presiding officer and vice chair at the first meeting in August of each year. Special elections shall be held as needed if the chair or vice chair's membership ends during their term. Section 3 — Meetings A. Meetings shall generally be held on the second and fourth Wednesday of the month. Meetings will be cancelled if there are no items to be considered. The meeting schedule may be adjusted to account for holidays. B. Special meetings may be called as needed. C. The Commission may establish committees as needed. D. Meetings shall comply with the Texas Government Code Chapter 551 (Texas Open Meetings Act). E. Each meeting shall provide for citizens to be heard generally as per City Council meetings. CITIZENS' RIGHTS 1 Addressing the Commission. Any person desiring to address the Commission by oral communication shall first secure the permission of the presiding officer. Manner of Addressing the Commission — Time Limit. Each person addressing the Commission shall speak at the podium into the microphone (or at another designated location), shall give his /her name and address in an audible tone of voice for the record, and, unless further time is granted by the Commission, shall, subject to Section E4 below, limit his /her remarks to three (3) minutes or less. All remarks shall be addressed to the Commission as a body, and not to any individual member thereof. No person, other than members of the Commission or City staff (when requested by the presiding officer) and the person having the floor, shall be permitted to enter into any discussion, either directly or through the members of the Commission, unless requested or approved by the presiding officer. No questions shall be asked of the Commission members, except through the presiding officer. Responses to questions may be limited as required by State law. Personal and Slanderous Remarks. Any person making personal, impertinent, or slanderous remarks, or who shall become boisterous, either while addressing the Commission or otherwise while in attendance at a Commission meeting, may be requested to leave the meeting, if after receiving a warning from the presiding officer a person persists in disturbing the meeting, and may be removed from the meeting if necessary for the conduct of the remainder of the meeting. 4 Public Hearings. After being recognized by the presiding officer, interested persons, or their authorized representatives, may address the Commission with respect to the subject matter of a public hearing being conducted. The presiding officer may establish procedures at a public hearing to limit the amount of time (which, unless modified by the presiding officer, shall be as set forth in Section E2 above) interested persons may speak, subject to the Commission members' right to appeal the presiding officer's ruling pursuant to Section F6. Subject to modification by the presiding officer, and subject to the Commission members' right of appeal pursuant to Section F6, the normal order of a public hearing is as follows: (i) the opening of the hearing and the establishment, if any, of a modified public hearing procedure by the presiding officer; (ii) address to the Commission by any interested person(s); (iii) discussion by the presiding officer and Commission members, including requests for information from City staff or any person(s) who addressed the Commission; and (iv) action by the Commission, if any is posted on the agenda relating to the hearing. Written Communications. Interested persons, or their authorized representatives, may address the Commission by written communication in regard to any matter concerning the City's business or over which the Commission has control at any time by direct mail or by addressing the City Secretary, who shall, on the request of the writer, distribute copies to the Commission members. Hearing of Residents. There shall be included on the agenda of each Planning and Zoning Commission meeting an item labeled "Hearing of Residents ". After being recognized by the presiding officer, members of the public (giving precedence to residents of the City) may address the Commission on items on or not on the agenda at that time, providing they have completed the "Hearing of Residents" form, unless authorized by the presiding officer. The form shall be made available to persons wishing to address the Commission prior to the calling of the meeting to order and such completed form shall be made available to the presiding officer prior to the calling of the meeting to order. The persons signed up for "Hearing of Residents" must speak during the "Hearing of Residents" portion of the meeting. Commission members and members of City staff may not discuss unposted items nor take any action thereon other than to (1) make a statement of factual information, (2) make a statement of existing City policy, or (3) discuss placing the item on a future agenda. Persons speaking shall be subject to the time limits set forth in Section E2, unless otherwise authorized by the presiding officer. F. Motions and Meeting Procedures are as follows: Motions. A Commission member, after he /she obtains the floor, or the presiding officer may make a motion on the particular subject of discussion or a procedural point as permitted. A "Second" to the motion, if required, must be made by a Commission member who did not make the motion within a reasonable but brief time period. The presiding officer may not "Second" a motion. A motion or a "Second" merely implies that the maker of the motion and the person who "Seconds" agree that the motion should come before the meeting and not that he /she necessarily favors the motion. Without a "Second ", if required, the motion dies. 2 Debate. Debate, if permitted, must be limited to the merits of the issue under discussion as stated by the presiding officer. Motion Procedures. There are twelve (12) types of motions in three (3) categories: Meeting Conduct Motions (4 types), Disposition Motions (7 types), and Main Motions (1 type) *. When any motion is pending, any motion listed above it on the chart below is in order, those below it are out of order. Motion May Interrupt Speaker Second Required Debatable Amendable Resolved by Chair No Vote Affirmative Vote by 4 members 2/3 Vote Meeting Conduct Motions point of privilege yes no no no yes no no point of procedure or order yes no no no yes no no to appeal a ruling no yes yes no no yes no to recess no yes yes yes no yes no Disposition Motions to withdraw yes no no no yes no no to postpone no yes yes yes no yes no to refer no yes yes yes no yes no to amend no yes yes yes no yes no to limit or close debate or "call the question" no yes yes yes no no yes to extend debate no yes yes yes no yes no to count the vote no yes no no no" no no Main Motions to reconsider yes yes if original motion was debatable no no yes no to rescind no yes yes yes no no yes to take action no yes yes yes no Yes * ** no Mandatory if seconded; no vote required Unless not allowed 4 Point of Privilege. A point of privilege, sometimes called a point of personal privilege, is a communication from a Commission member to the presiding officer, drawing urgent attention to a need for personal accommodation. For example, the point may relate to an inability to see or hear, a matter of comfort, a matter of requested convenience, or an overlooked right of privilege that should have been accorded to the Commission member(s). In essence, it is a call to the presiding officer for the purpose of assuring a Commission member's convenient and appropriate participation in the meeting. Because of its urgent nature, a point of privilege can interrupt a speaker. Because it is addressed to the attention of and action by the presiding officer, it cannot be debated or amended, and no vote is required. 5 Point of Procedure or Order. A point of procedure, sometimes called a point of order, is a question addressed to the presiding officer, no seconding is required, and either inquiring into the manner of conducting business or raising a question about the propriety of a particular procedure. It is simply an inquiry and is resolved by correction or clarification by the presiding officer. A point of procedure can interrupt a speaker. Because it is addressed to the attention of and action by the presiding officer, a second is not required, and it cannot be debated or amended, and no vote is taken. 6 To Appeal a Ruling. Decisions or rulings of the presiding officer are final on questions of procedure, except that any ruling by the presiding officer's ruling can be appealed to a vote of the Commission. Whenever a Commission member questions the appropriateness or essential fairness of the presiding officer, that member can appeal the ruling to a vote of the meeting. If, however, a motion is out of order as a matter of law (not a proper subject of the meeting, improper notice given, etc.), the presiding officer's ruling cannot be appealed. A motion to appeal cannot interrupt a speaker. To prevent frivolous appeals, a second is required. The motion is subject to debate (which should be brief) and, by its nature, is not amendable. To overrule a procedural decision of the presiding officer, an affirmative vote of four (4) Commission members is required. 7 To Recess. A motion to recess requests a brief interruption of the meeting's business, usually so that an ancillary matter can be addressed, or simply to provide a needed break. Unless stated in the motion, the period of recess is decided by the presiding officer. If necessary, a recess can extend the meeting from one day to another, subject to State law. The motion cannot interrupt a speaker, and a second is required. It is debatable, it can be amended, and an affirmative vote of four (4) Commission members is required. 8 To Withdraw. Only the maker of the motion can make a motion to withdraw it. It is essentially a communication to the presiding officer that the maker is withdrawing his/her proposal. This is the maker's privilege; thus, it does not require a second. Because the withdrawal motion obviates discussion, it can interrupt a speaker. In addition, because another Commission member later can make a similar motion, a withdrawal motion is not subject to debate, amendment, or vote. The presiding officer should simply state that the motion is withdrawn, and the meeting should proceed with a new treatment of the issue at hand —or a new Issue. 9 To Postpone or Extend. These motions may arise from a need for further information, a matter of convenience, or for any other reason that will enable the Commission to deal with the issue more effectively during the same meeting or at a later time. Unless otherwise specifically provided in the motion itself, a postponed or extension motion can be renewed at a later appropriate time during the meeting or, if properly posted, at a later meeting. This motion cannot interrupt a speaker. It requires a second, it is debatable, and it is amendable (particularly as to postponement, timing), and an affirmative vote of four (4) Commission members is required. 10 To Refer. A motion to refer is typically used to submit an issue to a committee, usually for study leading to a subsequent recommendation. Because it ordinarily disposes the motion for purposes of the current meeting, a motion to refer is subject to the same rules that apply to a main motion. (See Section F14). This motion cannot interrupt a speaker, and a second is required. It is debatable and amendable, and an affirmative vote of -four (4) Commission members is required. 11 To Amend. A motion to amend proposes a change in the wording of a motion then under consideration. When a motion to amend is pending and an amendment to the amendment is proposed, the presiding officer should focus discussion on the latest amendment, resolve that question, then proceed to the first amendment before continuing discussion on the main motion. Votes on amendments are thus in reverse order of the sequence in which they are proposed. A motion to amend cannot interrupt a speaker. It requires a second, and it is debatable and amendable. An affirmative vote of four (4) Commission members is required for approval of the amendment. Note that State law may restrict amendments to proposals that are required to be set forth in the notice of the meeting. 12 To Limit or Close Debate or "Call the Question ". Because the extent to which an issue is discussed rests primarily with discretion of the presiding officer, it is the presiding officer who carries the burden of ensuring that adequate time and discussion are given to differing points of view. A motion to limit or close debate is therefore an overruling of the presiding officer's determination. A motion to close debate is the same as a motion to "call the question ". Because this motion affects the most fundamental right of any Commission member, the right to speak one's views, it is the only procedural motion that requires an affirmative vote of two - thirds of participants voting. 1.3 To Count the Vote. A motion to count the vote should be limited to those circumstances where the convenient hearing of "yeas" and "nays" cannot clearly resolve the issue. It represents the right of a Commission member to have a vote demonstrated by count. That count can be directed by the presiding officer either as a showing of hands or a standing of voting members while the vote is recorded. Upon completion of the count, the presiding officer announces the result —and final disposition of the issue voted upon. This motion cannot interrupt a speaker. It requires a second; it is neither debatable nor amendable; and, because of the importance of the matter, it should be considered mandatory; thus, no vote is required. 14 Motion to Reconsider. Allows a main motion to be brought back before the Commission for consideration. May be made only at the meeting at which the vote to be reconsidered was taken. It may be made by any member of the Commission. Any Commission member may second it. It can be made while any other question is pending, even if another member has the floor. It requires a majority vote to pass. A motion may only be reconsidered twice. If the reconsideration is moved while another subject is before the Commission, it cannot interrupt the pending business, but, as soon as the pending business has been disposed of the motion has the preference over all other main motions and general business of the agenda. In such a case the presiding officer does not state the question on the reconsideration until the immediately pending business is completed. 15 Motion to Rescind. The motion to rescind is a main motion without any privilege, may only be made when there is nothing else before the Commission and must be made at the same meeting at which the subject matter of the motion was considered, and it requires a two - thirds vote of the commission members. It cannot be made if a motion to reconsider has been previously made. The motion to rescind can be applied to votes on all main motions with the following exceptions: votes cannot be rescinded after something has been done as a result of that vote that the Commission cannot undo; or, where a resignation has been acted upon, or one has been appointed to, or expelled from, a committee or office, and was present or was officially notified. In the case of expulsion, the only way to reverse the action afterwards is to restore the person to the committee or office, which requires the same preliminary steps and vote as is required for the original appointment. 16 To Take Action; Main Motions. Main motions state proposed policy or action on a substantive issue being considered by the Commission. As such, the motion is an initial call to take particular action. Although lowest in precedence among all motions, main motions are clearly the most important: through their content, the business decisions of the Commission are determined. A main motion can be made only when a prior main motion has been disposed o£ It cannot interrupt a speaker; a second is required; it is debatable and amendable; and an affirmative vote of four (4) Commission members is required unless a greater vote is prescribed by the Charter or State law. 1.7 Effect of Abstentions; action on required Abstentions; Effect of non - required Abstentions. The following rules shall apply when a Commission Member abstains from voting on an item: a. When the Commission Member is Legally Obligated to Abstain from Voting. When a Commission Member is legally obligated to abstain from voting pursuant to Texas Local Government Code Chapter 171, a local ordinance or the City Charter then the Commission Member shall leave the dais and exit City Council. Chambers until such time as the debate and vote on the item has been concluded. Staff shall record that the Commission Member left the room and abstained from the vote in the official minutes and there shall be no other effect. b. When the Commission Member Has No Legal Obligation to Abstain from Voting. When a Commission Member has no legal obligation to abstain from voting then an abstention shall be recorded in the minutes as an abstention and shall procedurally be treated as a "no" vote. ORDINANCE NO. 09 -S -48 AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AMENDING AND RESTATING ORDINANCE NO.87 -S -9, AS AMENDED, REGARDING THE PLANNING AND ZONING COMMISSION, INCLUDING THE ADDITION OF ALTERNATE MEMBERS ON SUCH COMMISSION, AND PROVIDING AN EFFECTIVE DATE. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS: I. Ordinance No. 87 -S -9, as amended by Ordinance Nos. 91 -S -7 and 91 -S -18, relates to the Planning and Zoning Commission and is hereby amended and restated as follows to provide for two (2) alternate members of the Commission and to make conforming changes related thereto: "TABLE OF CONTENTS SECTION I CREATION AND PURPOSE SECTION II MEMBERSHIP AND APPOINTMENT SECTION III TERMS OF OFFICE AND REMOVAL FROM OFFICE AND REPLACEMENTS SECTION IV ORGANIZATION SECTION V DUTIES AND POWERS SECTION VI COMMISSION ACTIONS SECTION VII DISQUALIFICATION FROM VOTING SECTION I - CREATION AND PURPOSE A Planning and Zoning Commission (the "Commission ") is hereby created in order to accomplish the following: 1. to identify community needs and to advise the City Council of their short-range and long -range implications for the total development of the City; 2. to recommend achievable community goals as a basis for long — range planning and development programs; Ordn 09- S- 48.doc 1 3. to recommend plans, programs, and policies that will aid the entire community in achieving its defined goals; and 4. to interpret the adopted plans and programs to concerned citizens so that private activities and desires may be accomplished in harmony with public needs and policies. SECTION II - MEMBERSHIP AND APPOINTMENT 1. The Commission shall be composed of seven (7) regular members. Appointment of regular members will be for two (2) year periods. The City Council will appoint to the Commission only those persons who have demonstrated their civic interest, general knowledge of the community, interest in planning and zoning, and availability to prepare for and attend meetings. 2. The regular members of the Commission shall be registered voters residing within the corporate limits of the City and shall be representative of separate sections of the City dependent upon the availability of qualified applicants. 3. In addition, the City Council may from time to time appoint up to two (2) additional persons as alternate members of the Commission. Such persons shall also be residents and registered voters of the City and may be appointed for terms not exceeding two (2) years. Such persons shall be designated by the City Council as Alternate No. 1 or No. 2. Alternate members shall be entitled to receive notice of all Commission meetings. Alternate members may comment on matters coming before the Commission in the same manner that regular members may comment but, except as provided below, shall have no authority to vote and, unless serving in place of an absent regular member as provided below, shall not be considered in determining the presence of a quorum. 4. In the absence from a meeting of the Commission of up to two regular members, alternate members who are present (in alternating order if there is only one regular member absent) shall, for such meeting, be counted toward a quorum, vote, and have all other rights of the absent regular members (except any absent regular member's office on the Commission). If the regular member for whom an alternate member is serving subsequently arrives at the meeting, he or she shall not participate in such meeting, and the alternate member shall continue to serve until the conclusion of such meeting. Ordn 09- S- 48.doc 2 SECTION III - TERMS OF OFFICE, REMOVAL FROM OFFICE AND REPLACEMENTS 1. The terms of three (3) of the regular members of the Commission will expire on October first of each odd - numbered year and the terms of four (4) of the regular members shall expire on October first of each even - numbered year. Commission members may be appointed to succeed themselves, but no member shall be appointed for a term in excess of two (2) years. Newly appointed members will be installed at the first regular Commission meeting after their appointments. 2. The City Council may remove regular members or alternate members of the Commission from office for malfeasance, conviction of a crime involving moral turpitude, or failure to attend two - thirds of the regular meetings of the Commission. 3. In the event of the death, resignation, or removal of a regular or alternate member, the City Council shall appoint a replacement regular or alternate member to serve for the remainder of such member's term. There shall be no limit on the number of terms an individual may serve on the Commission as a regular or alternate member. SECTION IV - ORGANIZATION 1. The Commission shall hold an organizational meeting in October every two (2) years and shall elect a Chairman and Vice - Chairman from among its regular members before proceeding to any other matters of business. No member currently serving as Chairman or Vice - Chairman shall be nominated to succeed himself as Chairman or Vice Chairman if he has served a full one -year term in either of such capacities, except by unanimous vote of the Commission. The Commission shall elect a Secretary and such other officers, as it deems necessary either from its membership or from staff representatives assigned by the City Manager of the City to work with the Commission. The Commission shall adopt its own rules of procedure and keep a record of its proceedings consistent with the provisions of this Article and the requirements of applicable State statutes. The Commission shall meet regularly and shall designate the time and place of its meetings. 2. The City shall provide staff support to the Commission through the City Manager in coordination with the director of development services, the director of public works, the city engineer, the director of parks, recreation, and community service, and a City Ordn 09- S- 48.doc 3 Council liaison, each of whom shall serve as ad hoc members of the Commission. 3. Funding for Commission activities shall be provided by the City as a line item in the City budget. 4. Regular meetings of the Commission shall be held at least quarterly. Special meetings may be called by the chair or by any two regular members of the Commission. Four members of the Commission shall constitute a quorum, which shall be required for the Commission to conduct business. The vote of four (4) of the members (including any alternate member or members acting in the absence of a regular member or members) present shall be required for any action to be effective. Meetings of the Commission shall be conducted in accordance with the Texas Open Meetings Act. Notice of meetings shall be posted in accordance with such Act by the secretary. Minutes of Commission meetings shall be prepared by the secretary, and such minutes shall be distributed to all regular and alternate members and shall be made available under standard City procedures to other interested persons. 5. The regular and alternate members of the Commission shall serve without compensation, except for reimbursement of actual expenses attendant to the performance of their duties as authorized by the City Manager. 6. The Chairman may establish permanent or special committees. Membership on committees may include individuals who are not regular or alternate members of the Commission, but every committee shall be chaired by a regular member of the Commission. SECTION V — DUTIES AND POWERS The Commission is hereby charged with the duty and invested with the authority to: inspect property and premises at reasonable hours where required in the discharge of its responsibilities under the laws of the State and of the City; 2. formulate and recommend to the City Council for its adoption of a City Plan (the "Plan ") for the orderly growth and development of the City and its environs, and from time to time recommend such changes in the Plan as it finds will facilitate the movement of people and goods, and the health, recreation, safety, and general welfare of the citizens of the City; Ordn 09- S- 48.doe 4 3. formulate a zoning plan as may be deemed best to carry out the goals of the City Plan; hold public hearings and make recommendations to the City council relating to the creation, amendment, and implementation of zoning regulations and districts as provided by State law authorizing cities to adopt regulations; all powers granted under such laws are specifically adopted and made a part hereof; 4. exercise all the powers of a planning and zoning commission as to approval or disapproval of plans, plats or replats as provided by State law; 5. study and recommend on the location, extension, and planning of public rights -of -way, parks or other public places, and on the vacation or closing of same; 6. study and recommend on the general design and location of public buildings, bridges, viaducts, street fixtures, and other structures and appurtenances, and study and recommend on the design or alteration and on the location or relocation of works of art which are, or may become, the property of the City; 7. initiate, in the name of the City, for consideration at public hearings all proposals: a. for the opening, vacating or closing of public rights -of -way, parks or other public places; b. for the original zoning of annexed areas; and C. for the change of zoning district boundaries on an area - wide basis, provided that no fee shall be required for the filing of any such proposal in the name of the City; 8. formulate and recommend to the City Council for its adoption, policies and regulations consistent with the adopted Plan governing the location and /or operation of utilities, public facilities and services owned or under the control of the City; and 9. keep itself informed with reference to the progress of city planning in the United States and other countries and recommend improvements in the adopted plans of the City. SECTION VI — COMMISSION ACTIONS 1. A motion may be made by any regular member or alternate member duly sitting in place of a regular member other than the presiding officer. Ordn 09- S- 48.doc 5 2. A motion to approve any matter before the Commission or to recommend approval of any request requiring Council action shall require four (4) favorable votes of the regular members or alternate members duly sitting in place of regular members present. When fewer than seven (7) members (including regular members or alternate members duly sitting in place of regular members) are present for the voting and when all motions to recommend on a given application fail to secure four (4) concurring votes, consideration of such application shall be continued to the next regular meeting upon motion carried by a majority of those present. Provided further that no request or application shall be continued under the rule beyond the next regular meeting, failure of the Commission to secure four (4) concurring votes to approve or recommend approval at the next regular meeting shall be recorded in the minutes as a denial of the proposal under the rule. 3. Recommendations forwarded to the City Council shall contain all reasons and causes for action taken by the Planning and Zoning Commission 4. The Chairperson is a voting member and will vote on each motion presented. SECTION VII — DISQUALIFICATION FROM VOTING A member shall disqualify himself from voting whenever he finds the following conditions to exist: 1. a personal or monetary interest in the property under appeal; 2. he will be directly affected (other than as a member of the general public) by the decision of the Commission; and 3. whenever any applicant, or his agent, has sought to influence the vote of the member on his application, other that in a public meeting of the Commission." II. The City Attorney is hereby directed to revise the Commission's Rules of Procedure to conform to the provisions of Part I of this Ordinance. III. All ordinances or parts of ordinances in conflict with this Ordinance are hereby repealed. Should any portion or part of this Ordinance be held for any reason invalid, unconstitutional, or unenforceable, the same shall not be construed to affect any other valid portion hereof, but all valid portions hereof shall remain in full force and effect. Ordn 09- S- 48.doc 6 IV. This Ordinance shall be effective from and after its final passage and any publication required by the City Charter. APPROVED on first reading the 15th day of December, 2009. PASSED, APPROVED AND ADOPTED this the 5th 4dy of January, 2010. Mayor, City of Schertz, Texas ATTEST: City Secretary, City of Schertz (Seal of City) Ordn 09- S- 48.doe 7 Agenda No. 9 CITY COUNCIL MEMORANDUM City Council Meeting: October 23, 2018 Department: Subject: City Secretary Boards, Commissions and Committee Member Appointments and Resignation With the recent resignations of Mr. Juan Thorn and Ms. Neota Brady from the Library Advisory Board two vacancies have been created. The August 6, 2018 Library meeting minutes officially made note of Mr. Thorn's notice to resign and the subsequent acceptance by the Library :Board members. On October 9, Ms. Neota Brady e- mailed her notice of resignation to Library Director Ms. Melissa Uhlhorn. It is recommended that Council approve the resignations of Mr. Juan Thorn and Ms. Neota Brady. It is also recommended to appoint Ms. Leticia Sever from her current Alternate 1 position into a vacant Regular position, appoint Mr. Robert Lopez from Alternate 2 to the other vacant regular position and appoint Mr. Kenneth Bauer to the Alternate 1 position and Ms. Chris Bryan to the Alternate 2 position. This information was sent to the Interview Committee on October 4, 2018 . and an update on October 9, 2018. FISCAL IMPACT None RECOMMENDATION Staff recommends approving the resignations of Mr. Juan Thorn and Ms. Neota Brady, the appointment of Ms. Letticia Sever to a regular position, the appointment of Mr. Robert Lopez to a regular position and the appointment of Mr. Kenneth Bauer to the Alternate 1 position and Ms. Chris Bryan to the Alternate 2 position. ATTACHMENT Volunteer Applications for Mr. Kenneth Bauer and Ms. Chris Bryan (Council only) Agenda No. 10 CITY COUNCIL MEMORANDUM City Council Meeting: October 23, 2018 Department: Fire Subject: Resolution No. 18-R-140 Authorizing the purchase of a Brush Truck for $150,000, and additional equipment, maintenance, and repairs up to $110,000, for a total not-to- exceed amount of $260,000.00 with Siddons Martin Emergency Group for FY 2018-2019. Background Within the 2018 / 2019 fiscal budget year, Schertz Fire Department was approved to purchase one (1) Brush truck vehicle. The Fire Department has three (3) Brush Trucks to serve the community. Currently, we have two (2) brush trucks which are beyond their replacement date. The first is a 2002 Ford F550 single cab while the second one is a 2008 Ford F550. Due to the fact that we were awarded a TIFMAS Type III Grant Engine, it is our plan to use this vehicle as the replacement for the 2002 F550. This purchase will be used as the replacement for the 2008 F550. Also, the 2008 F550 will be maintained in the Fleet to serve as a backup Brush Truck. The Brush Truck will be a Ford F550 customized by Siddons Martin Skeeter Brush Trucks. It will have an extended cab with a 6.8-liter V-10 gasoline engine, 4-wheel drive and automatic transmission. The suspension is an engineered 6-inch lift for increased ground and high-water clearance. The pump is capable of pumping up to 300 gallons per minute and will carry 400 gallons of water with a I 0-gallon foam tank for increased fire-fighting capability. Siddons Martin is an HGAC National Purchasing Cooperative vendor, which satisfies the state requirement of local governments to seek competitive procurement. HGAC is also an approved cooperative vendor for the City of Schertz. Using a cooperative allows the City to procure vehicles through best-value and capitalize on volume discounts. The total HGAC price submitted by Siddons Martin Skeeter Division including delivery of the vehicle is $150,000.00. Siddons Martin also performs repairs and some annual maintenance on all of our Fire Apparatus and Schertz EMS ambulances. Additionally, the public safety departments anticipate purchasing additional equipment from Siddons Martin throughout the remainder of the 2018 -2019 FY. We estimate expenditures up to $110,000.00 on equipment, maintenance, and repairs. Therefore, staff is seeking authorization for a total not -to- exceed amount of $260,000 with Siddons Martin for FY 2018 -2019. Community Benefit Fire service in the community is expected to brush truck due to increased reliability, gre operating costs. This apparatus will also be deployments. Fiscal Impact improve with the purchase of the new ter functional capability, and reduced setup for State of Texas All- Hazards The total HGAC price submitted by Siddons Martin Skeeter Division including delivery of the vehicle is $150,000.00. Funds for this vehicle and the requested additional authorization to spend $110,000 on various equipment, maintenance and repairs are budgeted and available. Recommendation Staff recommends Council Approval of Resolution 18 -R -140 authorizing the purchase of one (1) Siddons Martin Skeeter Brush Truck for $150,000, and additional equipment, maintenance, and repairs up to $110,000, for a total not to exceed amount of $260,000.00 with Siddons Martin Emergency Group for FY 2018 -2019. Attachment(s) Resolution 18 -R -140 Contract from Skeeter Diagram from Skeeter RESOLUTION NO. 18 -R -140 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING THE PURCHASE OF A BRUSH TRUCK FOR $150,000, AND ADDITIONAL EQUIPMENT, MAINTENANCE, AND REPAIRS UP TO $110,000, FOR A TOTAL NOT -TO- EXCEED AMOUNT OF $260,000.00 WITH SIDDONS MARTIN EMERGENCY GROUP FOR FISCAL YEAR 2018 -2019 WHEREAS, Schertz Fire Department has a need to purchase one (1) Fire Brush Truck; and WHEREAS, Schertz Fire Department has done due diligence in investigating what type vehicle would best suit the needs of the department, the best quality vehicle to ensure longevity and overall pricing; and WHEREAS, Schertz Fire Department has chosen Siddons Martin, Skeeter Brush Trucks, an HGAC National Purchasing Cooperative vendor, for the purchase of one (1) 2019 Ford F550 Brush Truck; and WHEREAS, purchases under the cooperative programs meet the requirements under the Texas Local Government Purchasing Code rule for cooperative purchases; and WHEREAS, the City Council has determined that it is in the best interest of the City to contract with Siddons Martin — Skeeter Brush Trucks pursuant to the vendor quote and relevant HGAC award information attached hereto as Exhibit A (the "Supporting Documentation "); and WHEREAS, the City anticipates additional expenditures with Siddons Martin up to $1.10,000.00 on equipment, maintenance, and repairs for the remainder of FY 201.8 -2019. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS Section 1. The City Council hereby authorizes the purchase of a Brush Truck for $1.50,000, and additional equipment, maintenance, and repairs up to $1.1.0,000, for a total not -to- exceed amount of $260,000.00 with Siddons Martin Emergency Group for FY 2018 -2019. Section 2. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the City Council. Section 3. All resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. Section 4. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 5. If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council . hereby declares that this Resolution would have been enacted without such invalid provision. Section 6. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public 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 Chapter 551, Texas Government Code, as amended. Section 7. This Resolution shall be in force and effect from and after its final passage, and it is so resolved. PASSED AND ADOPTED, this 23rd day of October, 2018. CITY OF SCHERTZ, TEXAS Michael R. Carpenter, Mayor ATTEST: Brenda Dennis, City Secretary EXHIBIT A 50234811.1 A -�. Pmterring the Southwest October 16, 2018 Schertz Fire Department, City of 1400 Schertz Pkwy #8 Schertz TX 78154 Proposal for 2019 Ford Skeeter 3500 Shelby Lane Denton, Texas 76207 GDN P115891 TXDOT MVD No. A115890 EIN 27- 4333590 Siddons- Martin Emergency Group, LLC is pleased to provide the following proposal to Schertz Fire Department, City of. Unit will comply with all specifications attached and made a part of this proposal. Total price includes delivery FOB Schertz Fire Department, City of and training on operation and use of the apparatus. Description Amount No. 3350, 2019 Skeeter Rescue Side Skeeter, Ford, Super Cab, Skeeter, Rescue -Side, 400 gal Price guaranteed for 30 days. Delivery within 10 -11 months of order date. A warranty term of 12 months is included. Vehicle Price $ 149,000.00 SUB TOTAL $ 149,000.00 H -GAC Skeeter FS12 -17 TOTAL $1,000.00 $ 150,000.00 Taxes. Tax is not included in this proposal. In the event that the purchasing organization is not exempt from sales tax or any other applicable taxes and/or the proposed apparatus does not qualify for exempt status, it is the duty of the purchasing organization to pay any and all taxes due. Balance of sale price is due upon acceptance of the apparatus at the factory. Late Fee. Late Fee. "Interest on overdue payments shall be calculated in accordance with Chapter 2251 of the Texas Government Code, Prompt Payment Act." Cancellation. In the event this proposal is accepted and a purchase order is issued then cancelled or terminated by Customer before completion, Siddons - Martin Emergency Group may charge a cancellation fee. The following charge schedule based on costs incurred may be applied: (A) 10% of the Purchase Price after order is accepted and entered by Manufacturer; (B) 20% of the Purchase Price after completion of the approval drawings; (C) 30% of the Purchase Price upon any material requisition. The cancellation fee will increase accordingly as costs are incurred as the order progresses through engineering and into manufacturing. Siddons- Martin Emergency Group endeavors to mitigate any such costs through the sale of such product to another purchaser; however, the customer shall remain liable for the difference between the purchase price and, if applicable, the sale price obtained by Siddons - Martin Emergency Group upon sale of the product to another purchaser, plus any costs incurred by Siddons- Martin to conduct such sale. Acceptance. In an effort to ensure the above stated terms and conditions are understood and adhered to, Siddons- Martin Emergency Group, LLC requires an authorized individual from the purchasing organization sign and date this proposal and include it with any purchase order. Upon signing of this proposal, the terms and conditions stated herein will be considered binding and accepted by the Customer. The terms and acceptance of this proposal will be governed by the laws of the state of TX. No additional terms or conditions will be binding upon Siddons - Martin Emergency Group, LLC unless agreed to in writing and signed by a duly authorized officer of Siddons- Martin Emergency Group, LLC. Proposal 303467.2 112 10 -16 -2018 Sincerely, r Greg sch Siddons- Martin Emergency Group, LLC I, , the authorized representative of Schertz Fire Department, City of, agree to purchase the proposed and agree to the terms of this proposal and the specifications attached hereto. Signature & Date Proposal 303467.2 212 10 -16 -2018 4k' bkTLR BRUSH TRUCKS NOTE: DETAILS AND DIMENSIONS SHOWN ARE APPROXIMATE PREPARED FOR: AND ARE SUBJECT TO MINOR DEVIATIONS AS MAY OCCUR OR BE NECESSARY IN CONSTRUCTION • lam tic Return Schertz FD GRAPHICS Agenda No. 11 City Council Meeting: October 23, 2018 Department: Information Technology Subject: Resolution No. 18 -R -139 - A Resolution by the City Council of Schertz authorizing purchases up to $95,000 with any one vendor to include Southern Computer Warehouse, Intech Southwest, PCS Mobile, SHI, Dell and CDW. BACKGROUND The City has historically purchased software and hardware from vendors belonging to purchasing cooperatives (DIR and Buy Board) such as Southern Computer Warehouse (SCW), SHI, Intech SW, PCS Mobile, Dell and Computer Discount Warehouse (CDW). This has allowed the City to procure software and hardware for best -value and capitalize on volume discounts. It is our policy to seek out the best pricing for the City whenever we anticipate a large purchase. Historically Intech SW, Southern Computer Warehouse (SCW), PCS Mobile, SHI, Dell and Computer Discount Warehouse (CDW) have provided the best pricing for our purchasing needs. We will continue to seek out vendors that provide us with the best possible pricing each fiscal year as per our Purchasing policy. The City's practice is to seek authorization from Council when expenditures with a vendor may possibly exceed $50,000 in one fiscal year. Staff is requesting approval to spend up to $95,000 with any one of these vendors, Southern Computer Warehouse, Intech Southwest, PSC Mobile, SHI, Dell and CDW as part of the City's software and hardware program for the FY 2018 -19 as budgeted in the IT Dept. approved line items. C0 Advance authorization to spend funds with a vendor allows the City to move quickly when making purchases while working to reduce costs as City resources are conserved and purchasing efficiencies are maximized through use of a streamlined procurement process to find the best pricing. SUMMARY OF RECOMMENDED ACTION Staff recommends that Council authorize expenditures up to $95,000 with Southern Computer Warehouse, Intech Southwest, PSC Mobile, SHI, Dell and CDW in FY 2018 -19. FISCAL IMPACT Funds are budgeted and available for the City's Software and Hardware program to purchase approximately $256,752.00 worth of items. Some of the items anticipated to be purchase include: Desktop Replacement Hardware $42,500.00 Library Optical Scanners $3,950.00 Desktop UPS replacements $7,500.00 Server UPS replacements $1.0,000.00 Monitor replacements $11,700.00 Engineering Surface Pro tablets $6,636.00 Fire Department Getac $6,000.00 Library monitor replacement $8,400.00 Library PAC refresh - $6,700.00 Library security cameras- $4,000.00 Planning Surface Pro tablets $6,636.00 iPads for board members $2,660.00 Wi -Fi router refresh- $4,000.00 Parks Surface Pro Tablet- $2,450.00 Marshals Getac Refresh- $26,745.00 New Marshal staff vehicle /desk setup- $7,715.00 Surface Pro refresh- $16,000.00 Event Facilities Cameras- $6,000.00 Police Getacs /GX450 for seven new vehicles- $48,160.00 Fire TIFM. AS Setup- $29,000.00 EMS Projector replacement- $5,500.00 Any Miscellaneous hardware for budgeted items for server replacement, desktops, tablets, laptops, monitors, ups. This past fiscal year, the City spent the following amounts with the vendors: DELL- $26,639.56 SCW- $77,492.84 (RES 17 -R -1.03) INTECH SW- $16,888.00 PCS MOBILE- $7,450.06 SHI- $95,280.02 (RES 17 -R -99) CDW- $1.29,949.26 (RES 18 -R -42 up to $130k) ATTACHMENTS Resolution 18 -R -139 RESOLUTION NO. 18 -R -139 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING PURCHASES UP TO $95,000 WITH ANY ONE VENDOR, INCLUDING SOUTHERN COMPUTER WAREHOUSE, INTECH SOUTHWEST, PCS MOBILE, SHI, DELL AND CDW AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the City of Schertz (the "City ") has budgeted expenditures for hardware, software, licensing and misc. IT hardware replacements; and WHEREAS, City staff has determined that Southern . Computer Warehouse, Intech Southwest, PCS Mobile, Dell and CDW, Texas cooperative, DIR and Buy Board vendors, provides the best -value to the City for essential software and hardware, and any other related technology; and WHEREAS, purchases under these programs meet the requirements under the Texas Local Government Purchasing Code rule for cooperative purchases as adopted by the City of Schertz Resolution 11 -R -41 on August 30, 2011 amending the City's purchasing policy; and NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS THAT: Section 1. The City Council hereby authorizes expenditures up to $95,000 for FY 2018- 19 for any one vendor to include Southern Computer Warehouse, Intech Southwest, PCS Mobile, Dell and CDW for related software and hardware purchases, not to exceed the approved budgeted amounts utilizing various cooperatives, DIR and Buy Board contracts. Section 2. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the City Council. Section 3. All resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. Section 4. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 5. If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application . of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Resolution would have been enacted without such invalid provision. Section 6. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public 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 Chapter 551, Texas Government Code, as amended. Section 7. This Resolution shall be in force and effect from and after its final passage, and it is so resolved. PASSED AND ADOPTED, this 23rd day of October 2018. ATTEST: Brenda Dennis, City Secretary (CITY SEAL) -2- CITY OF SCHERTZ, TEXAS Michael R. Carpenter, Mayor CITY COUNCIL MEMORANDUM City Council Meeting: October 23, 2018 Department: Subject: BACKGROUND Agenda No. 12 Planning & Community Development Ordinance No. 18 -S -35— Conduct a public hearing and consideration and/or action on a request to rezone approximately 1.8 acres of land from Single - Family Residential / Agricultural District (R -A) and General Business District (GB) to Neighborhood Services (NS) located northwest of the intersection of FM 1518 and West Schaefer Road. (First Reading) On September 12, 2018 the case was presented to the Planning & Zoning Commission for recommendation to City Council. Staff is recommending that the City Council view the video for the September 1.21h meeting. Specifically, this item begins at the 7:32 minute completing at the 34:45 minute on the YouTube video. Toward the end of this CCM staff has provided an overview of the Planning & Zoning Commission meeting, which highlights the public hearing comments, and the Commissioners comments in relation to the zoning case. The applicant is proposing to rezone approximately 1.8 acres of land from Single - Family Residential / Agricultural District (R -A) and General Business District (GB) to Neighborhood Services District (NS). Currently, 1.032 acres of the subject property is zoned General Business (GB). The other 0.672 acres is currently zoned Single- Family Residential / Agricultural (RA). The subject area is generally located North West of the intersection of FM 1518 and West Schaefer Road. The subject property consists of undeveloped land. The public hearing notice was published in the San Antonio Express News on October 3, 2018. Fourteen (14) public hearing notices were mailed to surrounding property owners within two hundred (200) feet of the subject property on August 30, 2018, prior to the Planning & Zoning Commission meeting that took place on September 12, 2018. At the time of this report, Staff has received zero (0) responses in favor, twenty -nine (29) response opposed, and zero (0) responses neutral to the request. 3 of the 29 opposition responses are within the 200 feet legal notice buffer area as defined by State Law. These 3 responses equate to 7.0024% of the property within the 200 foot buffer area around the subject property. Per state law this does not qualify as a legal protest, City Council Memorandum Page 2 which requires 20% of the property owners and which would require approval by a super majority of Council. Goal The proposed rezone is for approximately 1.8 acres of land from Single - Family Residential / Agricultural District (R -A) and General. Business District (GB) to Neighborhood Services District (NS) located North West of the intersection of FM 1518 and West Schaefer Road Community Benefit It is the City's desire to promote safe, orderly, efficient development and ensure compliance with the City's vision of future growth. Summary of Recommended Action The Comprehensive Land Use Plan (CLUP) through the Future Land Use Plan and Schertz Sector Plan designates the subject property as Mixed Use Neighborhood. The objectives for Mixed Use Neighborhood encourages a mix of residential uses as well as limited commercial development to support the daily activities of the area. • Comprehensive Land Plan Goals and Objectives: The proposed rezoning is generally in conformance with the goals and objectives of the Comprehensive Plan Specifically, the Mixed Use Neighborhood designation on the Future Land Use Plan allows for limited commercial development. The Neighborhood Services zoning district would allow for the limited commercial uses desired by the Future Land Use Plan and Comprehensive Land Plan. • Impact on Infrastructure: The proposed rezoning should have a minimal impact on the existing water system. Currently there is an 8" waterline within Schaefer Road and a 12" waterline adjacent to FM 151.8. The subject property does not currently have sanitary sewer infrastructure. • Impact on Public Facilities /Services: The proposed rezoning should have a minimal impact on public services, such as schools, fire, police, parks and sanitation services. • Compatibility with Existing and Potential Adjacent Land Uses: The subject property is currently surrounded by vacant land and right of way, outside of the adjacent vacant / undeveloped land there is a commercial business, and an existing single- family residential home. Across the West Schaefer Road right of way there is an existing single family residential subdivision. The proposed Neighborhood Services zoning is intended to provide suitable areas for the development of certain service and retail uses in proximity to residential neighborhoods. The Neighborhood Services zoning district is designed to be adjacent to single- family residential as a buffer to more intense land uses. The applicant is requesting to rezone the property from Single - Family Residential / Agricultural District (R -A) and General Business District (GB) to Neighborhood Services District (NS). City Council Memorandum Page 3 The Comprehensive Land Use Plan section which reviews this portion of Schertz was adopted in 2002, however the 2013 Schertz Sector Plan amendment to the Comprehensive Land Use Plan focusing on the northern and southern areas of Schertz examined the area where the subject property is located. The Schertz Sector Plan amendment identifies this property as Mixed Use Neighborhood. The Comprehensive Land Use Plan describes Mixed Use Neighborhood as a mix of residential uses as well as limited commercial development to support the daily activities of development. Neighborhood Services District would be considered a commercial classification that would allow for limited non - residential development. The current zoning on the property is split between Single - Family Residential / Agricultural and General Business. Approximately 1.032 acres of the proposed 1.704 acre rezone is currently zoned General Business (GB). The proposal to rezone to Neighborhood Services District is more consistent with the Comprehensive Land Use Plan and the adjacent residential than the existing General Business District. Per the :Permitted Use Table within the Unified Development Code only 34 land uses are allowed by right in the Neighborhood Services District. This is compared to the next level of intensity commercial, General Business District, which allows 69 land uses by right. Some of the land uses that would be allowed currently on the portion of the property that is zoned General Business that would no longer be allowed if this zone change to Neighborhood Services were approved include Dance Hall / Night Club, Heavy Equipment Sales, Service or Rental, Hotel / Motel, Laundromat, Pawn Shop, and Tavern. The proposed Neighborhood Services District limits the number of land uses permitted by right to account for the bordering residential use that is typically seen adjacent to Neighborhood Services zoned property. In keeping with the commercially desired land use described in the Comprehensive Land Use Plan, Neighborhood Services District would allow for the limited non - residential development that would be more appropriate and compatible with the single - family residential used and zoned property in the proximity than a more intensive commercial zoning district such as General Business which, roughly the first 200 feet from FM 1518 into the subject property is currently zoned. The proposed zoning of Neighborhood Services District would provide for commercial uses that are appropriate and compatible with the adjacent residential properties and the adjacent commercial business. Additionally, Neighborhood services provides the opportunity for limited service and retail uses to more conveniently accommodate the needs of the nearby residential uses. FISCAL IMPACT None PLANNING & ZONING COMMISSION MEETING OVERVIEW At the September 12, 2018 . :Planning & Zoning Commission meeting, Planning staff gave a presentation including the requested zoning, the adjacent land uses, the goals of the Comprehensive Land Use Plan for this area, the current zoning, the permitted uses within General Business (GB) and Neighborhood Services (NS), and the staff recommendation. After the staff presentation Ashley Farrimond, land use attorney, with Kaufman Killen, representing the development, indicated that they feel the subject property is appropriate for a City Council Memorandum Page 4 Dollar General and that they are happy to down zone the property to Neighborhood Services. Additionally, Ms. Farrimond also indicated that the idea is to capture the nearby residents as customers and to serve as a convenience for the adjacent residential. Additionally, there will be right -of -way dedication and improvements to the corner in order to accommodate the trucks that will be providing goods to the Dollar General on appropriate infrastructure. The following residents spoke at the September 12, 2018 Planning & Zoning Commission Public Hearing: • Jim Dodson- 11713 Cypress Barn o Continued development in the area, without increased infrastructure. Infrastructure should be put in place first and then development. Concerned with speed of FM 1518, and safety of children at new elementary school and other residents. Inquired about increase in crime associated with development of a Dollar General. Inquired about what safety measures would be put in place. Additionally, inquired on the hours of operation that will be enforced, including delivery of goods to the store. He also inquired about the actual delivery of goods to the store, and screening of the development, if a masonry wall would be required or if the existing trees could be maintained. • Denise Torres - 1.1.705 Cypress Barn . o Concerned with the number of existing Dollar Generals within the City of Schertz and surrounding area. Additionally, concerned with infrastructure, traffic, and the nearby children. Also, the proposed Dollar General is not the type of service that would be most desired by the adjacent neighborhood. Indicated concerns with trash / litter, the type of customer, traffic, and the home values in the neighborhood. Would prefer to see the property used for agricultural purposes. • Ron Stanley - 1.0725 FM 1.51.8 o Inquired on any regulations that are in place that would not allow a Dollar General to be built next to a school. Concerned about crime, the type of customers that utilize this type of development. Expressed his opposition to the proposed development. Inquired about the masonry wall requirement that would be enforced. After the Public Hearing was concluded the Commissioners, staff, and the applicant had discussions related to the resident's questions. In which staff provided clarification on where a nonresidential development would be required to install a buffer adjacent to residential. Ms. Farrimond provided information on cameras that would be installed, in addition to security lighting. Ms. Farrimond also provided information on hours of operation, deliveries, and land use in proximity to a school. The following is a summary of comments made by each Commissioner in relation to the zone change request: • Commissioner Outlaw: o Mr. Outlaw indicated he was unaware that the request was in relation to the development of a Dollar General. Additionally, that the case before the Commission is for a zoning change, not to allow or disallow the development of a Dollar General. He also indicated that until the representative and resident City Council Memorandum Page 5 comments that he was unaware it was for a Dollar General. He also explained that the Commission is not voting on the project but only voting on the zoning. • Mr. Outlaw also inquired about the number of oppositions received, which staff clarified at that time 21 opposition responses had been received. Mr. Outlaw then inquired on if the number received triggered the percentage of opposition needed for a super majority at City Council. At that time staff provided clarification that it did not, due to that percentage only being from within the 200' buffer area. • Mr. Outlaw discussed the possible uses allowed within the current zoning directly adjacent to the existing residential. Mr. Outlaw went to explain that Neighborhood Services may or may not be the most appropriate but that it is more restrictive than the current zoning. Mr. Outlaw also explained that the Commission makes a recommendation to the City Council on the zoning and that it is ultimately up to them. • Commissioner Greenwald: • Questioned what would be happening with the remainder of the property. ■ In which Ms. Farrimond indicated that at this time their client is only purchasing the 1.8 acres on the corner and she was unaware of what would be taking place on the rest of the property, and as far as she is aware it would remain undeveloped. • Mr. Greenwald provided information on the widening of FM 1518 which is a TXDOT maintained roadway. He also indicated that the existing Dollar General, on Schertz Parkway, he has not witnessed a robbery except for kids stealing from within the store and getting caught. Mr. Greenwald also expressed concerns on the rest of the property remaining empty. • Commissioner Dahle: • Mr. Dahle stated that this is a rezoning case and that the Commission is not voting on the Dollar General itself. Mr. Dahle went on to state that as a resident of the area that he has concerns on the type of buildings Dollar General typically develops. Mr. Dahle indicated that he would hope and expect that a more appealing exterior facade be constructed than the prototypical. Mr. Dahle went on to state that this is a zoning case and not necessarily about the Dollar General, and that it would be discussed with the site plan. • Mr. Dahle stated that down zoning to Neighborhood Services on this corner is probably the most appropriate in order to take away some of the uses that would not be the most ideal for the community in the area. • Commissioner Braud: • Mr. Braud indicated that providing the name of the proposed business (Dollar General) adds confusion and anger to the process. • Mr. Braud also stated that he felt this proposed property was the wrong location for a Dollar General, but that Neighborhood Services was the right zoning for the property, but was unhappy with what the proposed business is. Following the Commissioners' comments Commissioner Greenwald made a motion to provide a recommendation of denial to the City Council for the proposed zone change based on the remainder of the property being excluded from the zone change. Commissioner Braud seconded the motion, indicating the same reasoning as Commissioner Greenwald. The motion for a recommendation of denial passed 4 -2 with Commissioner Outlaw and Commissioner Dahle voting Nay. City Council Memorandum Page 6 RECOMMENDATION The Planning and Zoning Commission conducted the public hearing on September 12, 2018 and offered a recommendation of denial by a 4 -2 vote, Commissioner Dahle and Commissioner Outlaw with the Nay. Staff recommends approval of the proposed rezoning as submitted, based on the goals and objectives of the Comprehensive Land Use Plan, the existing land use conditions, Neighborhood Services is the most appropriate zoning district for this property. Staff would like to provide a reminder that when considering final action on a zoning change, the following criteria should be considered: 1. whether the proposed zoning change or zoning map amendment implements the policies of the adopted Comprehensive Land Plan, including the land use classification of the property on the Future Land Use Map; 2. whether the proposed zoning change or zoning map amendment promotes the health, safety, or general welfare of the City and the safe, orderly, efficient and healthful development of the City; 3. whether the uses permitted by the proposed change in zoning district classification and the standards applicable to such uses will be appropriate in the immediate area of the land to be reclassified; 4. whether the proposed change is in accord with any existing or proposed plans for providing public schools, streets, water supply, sanitary sewers or other public services and utilities to the area; 5. whether there have been environmental and /or economical changes which warrant the requested change; 6. whether there is an error in the original zoning of the property for which a change is requested; 7. whether all of the applicant's back taxed owed to the City have been paid in full (no application will receive final approval until all back taxed are paid in full); and, 8. whether other criteria are met, which, at the discretion of the Planning and Zoning Commission and the City Council, are deemed relevant and important in the consideration of the amendment. Staff would also like to provide a reminder that when reviewing this zoning case, it is truly a decision on if Neighborhood Services is the most appropriate zoning for the subject property, not if the applicant indicated business is the most appropriate. ATTACHMENT Ordinance No. 18 -S -35 200' Notification Map Aerial Map Exhibit Citizen Responses ORDINANCE NO. 18 -S -35 AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AMENDING THE OFFICIAL ZONING MAP BY REZONING APPROXIMATELY 1.8 ACRES OF LAND FROM SINGLE - FAMILY RESIDENTIAL/ AGRICULTURAL, (R -A) AND GENERAL BUSINESS (GB) TO NEIGHBORHOOD SERVICES DISTRICT (NS). WHEREAS, an application to rezone approximately 1.8 acres of land located northwest of the intersection of FM 1518 and West Schaefer Road, and more specifically described in the Exhibit A and Exhibit B attached herein (herein, the "Property ") has been filed with the City; and WHEREAS, the City's Unified Development Code Section 21.5.4.D. provides for certain criteria to be considered by the Planning and Zoning Commission in making recommendations to City Council and by City Council in considering final action on a requested zone change (the "Criteria "); and WHEREAS, on September 12, 2018, the Planning and Zoning Commission conducted a public hearing and, after considering the Criteria, made a recommendation to City Council to deny the requested rezoning; and WHEREAS, on October 23, 2018 the City Council conducted a public hearing and after considering the Criteria and recommendation by the Planning and Zoning Commission, determined that the requested zoning be approved as provided for herein. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS: THAT: Section 1. The Property as shown and more particularly described in the attached Exhibit A and Exhibit B, is hereby zoned Neighborhood Services District (NS). Section 2. The Official Zoning Map of the City of Schertz, described and referred to in Article 2 of the Unified Development Code, shall be revised to reflect the above amendment. Section 3. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Ordinance for all purposes and are adopted as a part of the judgment and findings of the Council. Section 4. All ordinances and codes, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling as to the matters resolved herein. Section 5. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 6. If any provision of this Ordinance or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Ordinance and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City hereby declares that this Ordinance would have been enacted without such invalid provision. Section 7. It is officially found, determined, and declared that the meeting at which this Ordinance is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Ordinance, was given, all as required by Chapter 551, as amended, Texas Government Code. Section 8. This Ordinance shall be effective upon the date of final adoption hereof and any publication required by law. Section 9. This Ordinance shall be cumulative of all other ordinances of the City of Schertz, and this Ordinance shall not operate to repeal or affect any other ordinances of the City of Schertz except insofar as the provisions thereof might be inconsistent or in conflict with the provisions of this Ordinance, in which event such conflicting provisions, if any, are hereby repealed. Approved on first reading the 23rd day of October, 2018. PASSED, APPROVED AND ADOPTED on final reading the 13th day of November, 2018. Michael R. Carpenter, Mayor ATTEST: Brenda Dennis, City Secretary (SEAL OF THE CITY) Exhibit A "The Property" I - 1 0 . u, I; FWWM GerroveiralMalpaz Survey, Abstract No. 464 All tha 1, certain lot tract, or parcel of land, be part of the, Genovera Malpaz Survey, Abstract No. 464, at County, Texas, being part of that certain called 4.768 act a tract dew bed Ina deed fro, M, Robert L McWan and Johnnie M. McMillian toAntorfla A. Ramirez on June 7, 1991, recorded in Volume 5088, Page 1698 of the Official Public Records of War County, Texas (OPRBCT), being more corop Wely t1mribed as follows, to-wit. COMMENCING at a %" iron rod (found) for the South corner- of the above mentioned 4.768 acre tract', h the Northwest right of way of Schaefer Road, THENCE Niorth 59 deg, 52 min, 29 sec. East With the Southeast fine of the 4.768 acre tract, The Northwest right of way of Shaefer Read, a distance of 174.61 tt., to a W Won rod Ilse) for cor nor and the place of BEGINNING; THENCE North 30 deg. 08 min. 57 wc. West a dish ref f 219064 ft. to a W Iron rvd (sate for corner; 'k P1411 AP W. CORNETT, Registered Professional Land Surveyor No, 5515, dal hereby certify tbatftabove field not were prepared from, aft actual sure ey made o theground under y c racfion and supervision, GIVEN UNDER MY HAND AND SEAL, this the 29P day of AWst, 2D1& . VIII C? use d u3 I I N FI I V- M-LT N"-)I- I 'G-la-LIN Y Exhibit B "The Property" -------------- o, kg w rg -------------- V si W a) LL Z�H 3 � cu (6 'C O :3 O m "' _T U N N U U) JUL O LO N N Ln m N N O (6 M Cy tt fig' C m o L) L �i90 �d rf� WW O t6 sip a Wpm � O oo WWI i OQ? "§ ss a TWO 2 LL :2 WW X"'y, WW 2 < W WWI U 2 m !(y9�• '' 11 i� Ti W ,a;gj'ke Z � 11�13,gpFtli U U _ yQRESS��sg� cn �n w M 5 `/ )^J v/ ypNi piV t� oo �yQREaS egg° pp_d p�. T— LO :s, U LL �h � LL � Q r h Co,p s3� pe& «o �g � T ^z E p 4 � � �o e H4 I 1 fYF ii s z � s2i i R cr ?R- Emily Grobe From Teresa Sent Tuesday, September ZL2O1D7:49PK4 To: Enoi|yGrube Subject: ZC2018-005 Good evening MsEmily, My name is Teresa Smith and I'm a resident of willow grove estates. I live at 11708 Cypress Barn in Schertz. We are oppose to having the Dollar general store constructed beside our neighborhood. Thank you. Sent from my iPhone Emily Grobe From: Lauren Lee _ Sent: Wednesday, September 12,2O187:5SPK4 To: Enik/Grnbe Subject: Re-zoning Good evening, K4y husband and | were unable to meet the re-zoning meeting this evening, but | wanted to, again, express my opposition for this. We are very much in opposition to a Dollar General being put in on 1518 for a number of reasons. Please let me know if there is anything else that I can do to express my concerns. Thank you! Aauren and Kurt Lee From: DebomM]eavom Sent Wednesday, September12,2OI88:2BPM To: Enni|yGrobe Subject: NO THE ZONING MEETING FOR DOLLAR GENERAL is TONIGHT atl4OOSchertz Pkwy, Bldg 4@6p.nn.. Emily Grobe at 210-619-1784 or email her at egrobe@schertz.com to oppose or support the request for ZC2018-005 | STRONGLY OPPOSE! -Deborah ]eavons 1O441 Shadowy Dusk Schertz TX. 78154 Emily Grobe Fromm oa|C Sent: Wednesday, September 1l2Ql86:24PKi To: Enni|yGoobe Subject: Request ZC2018-005 Follow UpFlag: Follow up Rag Status: Completed [Ns. Gmbe, This email istn oppose the request for ZC2O18-UO5./ vote "NO". Respectfully, Reyno|doCannet Willow Grove resident From: TawnymPenland Sent Wednesday, September 1Z2Ol8 6iI1 pK4 To: Emi|yGnobe Subject: Dollar General Follow QpFlag: Follow up Flag Status: Ragged As a resident of Schertz who currently resides in the community of Willow Grove I am writing to tell you I am adamantly opposed to the idea of rezoning to allow a Dollar General to be built. They do not offer the kind of services that'would positively impact my property values. In fact, I feel it would negatively impact my home value. Goocie Dollar General and you will find 5 within S.3 miles. VVedo not need this. Thank-mu, Tawnya Penland Patrick Penland 11640 Cypress Barn Sent from my iPhone Emily Grobe From: chana sumler Sent: Wednesday, September 12, 2018 8:51 PM To: Emily Grobe Cc: Theodis Sumler Subject: ZC2018-005 OPPOSED! No! Nada! Nein! Sent ftom Yahoo Mail on Android From: Amy Egnew Sent: Thursday, September l3,2O1820:48AM To: Enni/yGpnbe Subject: ZoningZ[20I8-OUS OPPOSED OF THE ZONING FOR DOLLAR GENERAL request for ZC2O18'DO5 Amy Egnew 1031O Owl Woods Schertz TX 78154 E il ro a, e From: Sophie Roma} Sent: Thursday, September 13, 2018 1:46 PM To: Emily Grobe Subject: Fwd: OPPOSE DOLLAR GENERAL Good afternoon, Yesterday I sent the email below about the rezoning and noticed it bounced back. Forwarding my message to you, please let me know if there's anything or anyone else we should be reaching out to on this matter. Who would we contact on the council? Thanks! ---------- Forwarded message --- - - - - -- From: Sophie Romay Date: Wed, Sep 12, 2018 at 6:18 PM Subject: OPPOSE DOLLAR GENERAL To: <Egrobe shertz.com> To whom it may concern: I am a homeowner in Schertz at the Willow Grove subdivision (11436 Holly Forest) and am writing to oppose the building of a Dollar General. Not only would this DECREASE my property value the nearby surrounding area is saturated with Dollar Generals and adding another would be redundant. Please let me know how I can further assist in opposing the building. Best, Dr. Sophie Romay, PhD Personnel Research Psychologist Strategic Research & Assessment HQ Air Force Personnel Center =y Grobe From: Glenn Romanc Sent: Wednesday, September 12, 2018 5:04 PIVI To: Emily Grobe Subject: RE: Oppose proposal for Dollar General - ZC2018-005 Miss Grobe, My wife and I oppose ZC2018-005. Glenn & Wilhilmina Romano 11616 Arbor Park Lane Scheitz, Texas 78154 From: Thomas Chambers Sent: Wednesday, September 12, 2018 4:55 PM To: Emily Grobe Subject: ZC2018 -005 Oppose/No for a rezone on 1518 near Willow Grove subdivision re: ZC2018 -005 10220 Aurora Sky Schertz TX 78154 Tom Chambers Emily Grobe From: UdshaShelvir Sent Wednesday, September 12,20183:15PK4 To: EndlyGmbe Subject: Z[2018-O0S Hi Ms. Grobe, I live in Willow Grove estates and I was informed that if I'm unable to attend the zoning meeting tonight I could send you my response by email. My husband and I oppose this zoning request. Thank you, Litisha and Leroy Shelvin Emily Grobe From: Ma/kHuddlesbon Sent: Wednesday, September l2,20184:37PK8 To: Emi|yGnobe Subject: Dollar General I vote NO on the proposed Dollar General on 1518. Thank you MerkHuddleston Sent from my iPhone [M •b- From: Holly Keener Sent: Wednesday, September 12, 2018 4:25 PM To: Emily Grobe Subject: Zoning for Dollar General We would like to express our opposition for the Rezoning that would allow Dollar General to be built at Schafer Rd and 1518. We live in the Willow Grove subdivision. We feel there are enough dollar stores in the immediate area. We do not believe a Dollar General fits in with the higher end homes in our subdivision. Please do not allow Dollar General to build by our neighborhood. Thank you, Brian and Holly Keener 10234 Shadowy Dusk morning Emily Grobe From: Marcus and Mandy Armstrong Sent: Wednesday, September 12,2D1O3:4lPK4 To: EnnUyGnmbe Subject: Still aNC) FOR DOLLAR GENERAL Husband and I still vote NO to ZC2018-005 on the zoning or building of a Dollar General next to our subdivision (Willow Grove) on 1518. W\ Amanda and Marcus Armstrong WILLOW GROVE HOMEOWNERS From: EV Sent Wednesday, September 12,20l8334PK4 Yo: Enni|y6nobe Subject: Willow grove Good afternoon, My name is Ellycia Price and I am still unable to make the meeting tonight for the zoning of the dollar general. I would like to express that my answer is a no for building the dollar general. My address is 10415 monicas creek schertz tx 78154. Thanks again. Emily Grobe From: Todd Hackett Sent: Wednesday, September 12, 2018 3:35 PIVI To: Emily Grobe Subject: Dollar Genera I-ZC2018-005-Recommend "NO" Ms. Grobe, My name is Todd Hackett and I live at 10423 Monicas Creek, Schertz in the Willow Grove subdivision. I learned today through our HOA community FB page that the General Dollar-build proposal on Schafer Rd is still on the table. I was informed in a previous communication through the HOA that this initiative had been terminated. Is there in fact a meeting tonight at 6:00 PM to discuss this issue? If so, this is the first I'm hearing of it ... not sure what the proper communication should have been though. I have another commitment tonight so I can't attend. Had I known earlier I would be there in person to recommend a "no" on this proposal. This is zoned residential for reason, and if built, would diminish the appearance and perhaps even the value of the surrounding residential properties to include Willow Grove. Respectfully, Todd C. Hackett, Colonel, United States Air Force (retired) Regardless From: Sweet, Melinda Sent VVednesday, September 12, 2018 3I7 PM To: Emi|y6vobe Subject: OPPOSE ZC2018-005 |aong3theMz resident and would like to state nny opposition to the request for zoning for Z[2Dl8-OU5 for a Dollar Store. | am unable to attend tonight. Thank you. From Turner, Phyllis k Sent Wednesday, September 12,20I8311PK4 To: EmilyGmbe Subject: Dollar General Good Afternoon! | OPPOSE the zoning of the Dollar General Store onFM151O. Not sure why they want to stick astore on that corner, Have them to consider other areas besides. Is FM 1518 not considered a nice area like FM 3009? Why not consider close to|H1Oarea. They have a Dollar General un Loop 16U4 near the Miramar Subdivision. Isn't that enough nf Dollar General. | OPPOSE THIS VVHULEHEAKTEDUq||!! LEAVE THE WILLOW GROVE AREA ALONE(!!!! GO SOMEWHERE ELSE AND DO THEIR ZONING. I am considering moving anyways for I am tired of the school taxes and all the other craziness with having a new home built. I moved away from San Antonio thinking I was moving to a quiet, beautiful area. Low and behold, 2 schools across the street from me. NOTHAPPYH!!!!!!UU! Phyllis M.Turner Information Technology Program Service Coordinator 3698 Chambers Pass, Bldg 3G11 Fort Sam Houston, Texas 78154-6315 1 Emily Grobe From: Heather Mastrin Sent: Wednesday, September 12, 2018 3:28 PM To: Emily Grobe Subject: oppose the request for ZC2018-005 Emily Grobe, My family opposes the request for ZC2018-005. Thanks Heather Mastrin Emily Grobe From: Eileen Webster - Sent: Wednesday, September 12, 2018 3:05 PM To: Emily Grobe Cc: aeperez4@gmail.com Subject: Oppose zoning for dollar general-ZC2018-005 Hi Emily, We are unable to make tonight's town hall meeting, but we Oppose the zoning for the dollar general on 1518. We live at the willow grove estates and do not want a dollar general next to our community. Thank you, Eileen and Armando Perez Emily Grobe Fromm Brian and Sonja Sent Tuesday, September l2,2O187:5UAK4 To: Eni|y6mbe Subject: Rezone 1518 and Schaffer-homeowner To: Emily (5robe Re: Rezoning project on 1518 and Schaffer Hello Ms. Gm�� My name is Sonja Peake and |ema homeowner in Willow Grove Estates off 1518. We are unable to make it to the public hearing on September 12 regarding the rezoning request and possible building of Dollar General in the above intersection. We are totally OPPOSED to this idea. Given the newer (high end) housing development and new schools, we feel that Dollar General is NOT the right type of business in this location. There is already a Dollar General close by off 16U4. if possible, please reply to confirm receipt. Thank you! Kind Regards -`SonjaPeoke Emily Grobe From: Brian Peakp Sent: Tuesday September l]L20187:35PK4 To: Endly6mhe Subject: Rezone 1518 and Schaffer-homeowner To: Emily Gmbe Re: Rezoning project on 1518 and Schaffer Hello Ms. Grobe-- My name is Brian Peake and I am a homeowner in Willow Grove Estates off 1518. We are unable to make it to the public hearing on September 12 regarding the rezoning request and possible building of Dollar General in the above intersection. VVe are totally OPPOSED to this idea. Given the newer (high end) housing development and new schools, we feel that Dollar General isNQTthe right type of business in this location. There is already a Dollar General close by off 1604. If possible, please reply tn confirm receipt. Thank you! Kind Regards —BhnnPeake Emily Grobe From: Christophe/TaniUion Sent Tuesday, September ll,20I89i)6AK4 To: EmUv5robe Subject: Requested rezoning of property etintersection of FM 1518 and Schaeffer Rood (Dollar General) Hi Emily, \No spoke a few weeks ago regarding the proposed rezoning of approximately five acres located at the corner of FIVI 1518 and Schaeffer Road to accommodate the construction of a Dollar General. hisnv/ understanding that the proposal was withdrawn, and that e new proposal regarding the same property and the same business will be considered at a meeting of the planning and zoning commission scheduled for this Wednesday (September 12). I want to express my opposition to this proposal. The City VfSchertz already has atleast two "dollar stores" that come to mind, namely, N the Family Dollar onFM0 near the Dairy Queen, and (ii) an existing Dollar General adjacent to the Arlan's on Schertz Parkway. There may bemore that I am not aware of, |am aware that the referenced property will eventually be developed for commercial use. However, with the proposed expansion of FM 1518, it would seem to make more sense to develop the property afterwards. Also, | personally amnot in favor ofa low end "dollar store" et that location. The residences that already exist onFK415l8 have higher property values than others, and a "dollar store" may not be the best choice for that property. These are just ny two cents. Thank you for considering this and for all that you do for the City. Please tell your folks hello from the TaniUionand Hillert families. Chris Tarrillion IMMM Christopher IIooillion Attorney Bomberger Sheehan Fuller & Garza Incorporated The Quarry Heights Building 7372 Broadway, Suite 3O0 San Antonio, Texau 78209 The information in this email may be confidential and/or privileged. This email may be reviewed only by the intended recipient named above. Any review, use or disclosure of the information contained in this email, or Emily Grobe From: Laurie BlakE. Sent: Wednesday, September 12, 2018 2:52 PM To: Emily Grobe Subject: Dollar General Zoning Meeting As a homeowner of Willow Grove - still a no to Dollar General Emily Grobe From: Sent Sunday, September 0I2O18Dll3AM To: Emi|yGnobe, Subject: ZC2018-005 Ms Grobe Patricia and I reside at 11713 Cypress Barn, Schertz and we are opposed to the proposed re-zoning request ZC2818- We have continued to observe the city of Schertz irresponsibly develop along FM 1518 FM1518and Schaefer Road intersection. Since wm have moved into the area the Rose Garden elementary school and the Cmasvine subdivision and the subdivision behind Corbett Junior High School have all been constructed, but the city has not kept up with the naquiado infrastructure improvements. Normally a city builds the requisite infrastructure to support other improvements, but Schertz has decided to do this in reverse. Because of this, what we have now inevery dangerous situation with only 1traffic light, no crosswalks, no left- turn |aoee;aUnfthiuisexaoerbetedbvm56-mi|eanhourepaed|hnit.Thbsis a recipe for disaster. To the observer it appears the city ia more concerned with generating tax revenue than the safety of its citizens. | will keep anelectronic record of this submission of my correspondence with you because when all the accidents start to happen and school children are killed crossing FM 1518; 1 want to be on the record for having reported this dangerous situation to the city in September of2O1O. |n addition to the all the safety concerns listed above the eternal march to develop all parts ofSchedz has destroyed the wildlife in the area. More and more natural habitat is destroyed daily and the pollution levels in Schertz are increasing. Also, by paving every last inch of Schertz you wonder why we are having increased flooding problems. If you continue your relentless development you will realize huge cost associated with your inevitable flooding problem. Hope that the city is looking ahead to this potential problem. Lastly, we moved to Schertz and planned to retire here due to the city's balance of small city and rural areas. Schertz is developing in a uncoordinated fashion and is qlosing its small town appeal. | remember when Vve moved toSchmrtz. it was named one of Money Magazine best small towns; I do not think that's the case anymore. If a business is constructed at the intersection of FM 1518 and Schaefer Road then I request that o stipulation ia put 1n place to restrict the ability for any development to destroy/cut down the several decades old trees that line the parcel. That would be at least one way to minimize the concrete jungle you are proposing by this rezoning initiative. |n summary don't rezone, If you have to rezone, reduce the speed limit ho35 mph, add the requisite safety measures (more lanes, crosswalks, lights), and leave the old growth trees. I want to stress again to improve the infrastructure first then develop the area; you are doing it backwards. Concerned Citizens, Jim and Patricia Dodson 11713 Cypress Barn, Schertz, TX 78154 6 1-11 ft. J �'MufflUffli"I IWA August 30, 2018 Dear Property Owner, Y5TA-WIN "W, Vl' V*_F?TRLWM,' DEVELOPYMNT The Schertz Planning and Zoning Commission will conduct a public hearing on Wednescig, September 12, 2010 at 6:00 p.m. located at the Municipal Complex Council Chambers, 1400 Schertz Parkway, Building A, Schertz, Texas to consider and make recommendation on the following item: ZC2018-005 — A request to rezone approximately 1,8 acres of land from Single-Family Residential I Agricultural District (R-A) and General Business District (GB) to Neighborhood Services (NS) located northwest of the intersection of FM 1518 and West Schaefer Road. The Planning and Zoning Commission would like to hear how you Teel about-this request and invites you to attend the public hearing. This form Is used to cal'cuj'ate ThacInrcenta_0 of landowners that support and oppose the request, You may return the reply form below prior 'LO ih-e iniSt p'jlElc hearing date by mail or personal delivery to Emily Grobe, Planner, 1400 Schertz Parkway, Schert-7, Texas 75, C- _', bl, fax (21 i0 8819-1789, or by e-mail egrobe&chertz.com, If you have any questions please feel free too ca-l" Eim!_,/ G-Tobe, Planner directly at (210) 619-1784, I am: in favor of 0--(--opposed to)/,- COMMENTS: Reply Form neutral to El - - _.___the request for 4C201 B-005 NAME:IL011 SIGNATILI (PLEASE PRINT) STREET ADDRESS: DA TE: 1400 Schertz Parkway 7,r Schertz, Texas 78154 210,619.1000 scheic,com M Emily Grobe From: Christina Brow, Sent: Wednesday, September 12, 2018 2:18 PM To: Emily Grobe; Lynette Subject: opposed to ZC2018-005 Hello Ms. Grobe I will not be at tonight's meeting however I am opposed to request ZC2018-005. Comments: I think Schertz come benefit from having small businesses along FM 78 however a dollar general will reduce the property value (why cant we get a starbucks-please Also there are a number of Dollar Generals already within the local area. Name: Christina Brown Address 11709 Cypress Barn, Scheitz, TX 78154 Date 12 Sept 2018 Emily Grobe From: Walter L. Aller Sent: Wednesday, September 12, 2018 2:41 PM To: Emily Grobe Subject: No ...No Dollar General.., O-Yes.., Did I say Dollar General..CZ2018-005 ... ?????? Walter Allen 10512 Pecan Branch Schertz 1. TX 78154 Emily Gr•be From: Lynette Gotay-Cu, Sent: Wednesday, SeptenlDer 12, 2018 2:40 PM To: Emily Grobe Subject: Dollar General Hello Ms, Grobe I will not be at tonight's meeting however I am opposed to request ZC2018-005. Comments: I think Schertz will benefit from having small businesses along FM 78 however a dollar general will reduce the property value of those living in the Willow Grove community. Trader Joes would be nice though. Thank you, Name: Lynette Gotay-Cui Address 10404 Pecan Branch, Schertz, TX 78154 Date 12 Sept 2018 Agenda No. 13 CITY COUNCIL MEMORANDUM City Council Meeting: October 23, 2018 Department: Finance Subject: RESOLUTION NO. 18 -R -137 - CONSIDERATION AND APPROVAL OF A RESOLUTION APPROVING A FIRST AMENDMENT TO THE SOUTHERN PLANT WASTEWATER SERVICES AND FUNDING AGREEMENT BY AND AMONG THE CITY OF SCHERTZ, TEXAS, THE CITY OF CIBOLO, TEXAS, AND THE CIBOLO CREEK MUNICIPAL AUTHORITY PERTAINING TO THE SOUTHERN PLANT REGIONAL WASTEWATER FACILITY; AUTHORIZING THE MAYOR AND /OR THE ACTING CITY MANAGER TO EXECUTE THIS FIRST AMENDMENT; AND OTHER MATTERS IN CONNECTION THEREWITH BACKGROUND: In September 2014 the City of Schertz entered into an agreement with the City of Cibolo and the Cibolo Creek Municipal Authority (CCMA) for the construction and operation of a new wastewater treatment plant, the Southern Wastewater Treatment Plant. The agreement established the location and service area of the project, how and when Cibolo shall opt into the project and how the bond funding will be established and repaid. The agreement stated that the Southern. Wastewater Treatment Plant (SWTP) would be built in the vicinity of IH -10 and Trainer Hale Road and it would have an initial capacity of 500,000 gallons of wastewater treatment per day. The agreement called for the sale of $7,000,000 of bonds by CCMA that would be repaid by the Wastewater Fund of the City of Schertz from user fees. The agreement also established that if the City of Cibolo needed wastewater treatment capacity in the portion of their City that is located within the sewer basin the SWTP will serve, that they could begin making debt payments in year 10 of the 30 year repayment period and the City would subordinate up to 50% of the capacity of the SWTP for Cibolo's usage. Under the payment terms contained in the Agreement between the Cities, the City of Schertz will make 100% of the payments on the Southern Treatment Plant Project Bonds for years 1 -10, the Cities will make equal payments (50 -50) for years 1.1 -20 (if Cibolo elects to participate), and the City of Cibolo will make 100% of the payments in years 21 -30 (again, if they elect to participate). Once the City of Cibolo begins making payments on the Southern Wastewater Treatment Plant Project Bonds, the City of Schertz shall subordinate a portion (not to exceed 50 %) of the exclusive use of the Plant to the City of Cibolo. If the City of Cibolo elects not to participate in the project, the City of Schertz will be responsible for 100% of the Southern Wastewater Treatment Plant Project Bonds as provided for in the Agreement. Since the original agreement was signed, portions of the $7 million in bonds has been used to purchase land for the plant site and for design and engineering of the new SWTP. Currently approximately $4.8 million remains for construction of the new plant after land acquisition and engineering. In July, CCMA requested sealed bids for the construction of the SWTP. Upon opening bids, the lowest bid was approximately $9.4 million. After changes to the scope of the plant and value engineering, the cost could not be lowered below $8.0 million. As a result, CCMA has requested an additional $4.5 million in bonds to be able to re -bid the project and have appropriate funds to complete the project. CCMA believes the combined $9.3 million dollars will allow for some cost increases in construction, the inclusion of some items previously value engineered out of the previous bid and still have a 5 -10% contingency. With the inclusion of this additional requested bond funding, a full estimated payment schedule is attached as Item 13I. The 2018 bonds are estimated with an interest rate of 4.83 %, which is subject to change with the sale of the bonds. Under the original project estimation and 2014 bond, the City of Schertz would have paid $12.2 million including interest over 30 years if Cibolo did not join. With the new bonds, that amount is projected to increase to $20.3 million. If Cibolo does connect to the treatment plant, Schertz' overall contribution drops to $6.1 million and $10 million respectively. The additional debt payments will be covered by the existing rate plan. The amount is within the projected bond issuances that were anticipated within the rate study that the City updates annually. With the issuance of these bonds, no additional rate increases should be necessary. The rate plan only goes out 5 years so whether Cibolo connects to the plant or not could only affect the Water & Sewer Fund's bonding capacity beginning in 2025. The City of Schertz needs this plant built to service citizens in the southern area and to provide service for future growth with or without Cibolo. Current Schertz residential subdivisions under construction will, when fully built out, exceed the initial capacity of the SWTP. Additional capacity will be paid for by CCMA based upon impact fees and future bonds sold that will be built into their rates for the SWTP. If Cibolo opts into the SWTP, it will require expansion slightly sooner than will be required if Schertz remains alone in the project. In order to allow for the issuance of Bonds to complete construction of the Project, an amendment must be adopted to the original Agreement and such amendment is included herein. The terms of the original Agreement are otherwise unchanged. The City of Cibolo will also be considering the amendment on October 23, 2018 at their regularly scheduled Council meeting. FISCAL IMPACT The additional payments required by this agreement and bond issue will not result in a change in the utility rate plan presented to Council on September 11, 2018. New payments for the additional bonds are estimated on Item 131. RECOMMENDATION City Staff and the City's consultants recommend proceeding with the adoption of the Resolution amending the original Agreement to complete the construction of the Southern Wastewater Treatment Plant Project. E THAT THE CITY COUNCIL A* E A RESOLUTION APPROVING A FIRST AMENDMENTTO THE SOUTHERN PLANT WASTEWATER SERVICES AND FUNDING AGREEMENT PERTAINING T r1 1E SOUTHERN PLANT REGIONAL WASTEWATER FAC L, T '. ATTACHMENT(S) 1.8 -R -137 First Amendment to 2014 Funding Agreement W. \Ga RESOLUTION NO. 18 -R -137 RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING A FIRST AMENDMENT TO THE SOUTHERN PLANT WASTEWATER SERVICES AND FUNDING AGREEMENT BY AND AMONG THE CITY OF SCHERTZ, TEXAS, THE CITY OF CIBOLO, TEXAS, AND THE CIBOLO CREEK MUNICIPAL AUTHORITY PERTAINING TO THE SOUTHERN PLANT REGIONAL WASTEWATER FACILITY; AUTHORIZING THE MAYOR AND /OR THE CITY MANAGER TO EXECUTE THIS FIRST AMENDMENT; AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the City Council (the Council) of the City of Schertz, Texas (the City) has previously discussed and desired to participate in the design, acquisition, construction, and equipment of a new regional wastewater system (the Southern Plant) that will be owned, managed, maintained, operated, and potentially expanded by the Cibolo Creek Municipal Authority (the Authority); and WHEREAS, the City Council of the City of Cibolo, Texas (Cibolo) and the Board of Directors of the Authority also wanted to participate in the design, acquisition, construction, and equipment of the Southern Plant; and WHEREAS, the City, Cibolo, and the Authority previously approved the issuance of obligations designated as "Cibolo Creek Municipal. Authority Contract Revenue Bonds, Series 2014 (Southern Wastewater Treatment Plant Project) ", dated September 1, 2014, in the principal amount of $6,950,000 (the 2014 Obligations) to finance certain costs to design, acquire, construct, and equip the Southern Plant and to pay the costs of issuing the 2014 Obligations; and WHEREAS, the Authority received the proceeds of the 2014 . Obligations on October 8, 2014; and WHEREAS, the City, Cibolo, and the Authority previously executed a Southern Plant Wastewater Services and Funding Agreement, dated August 26, 2014 (the "2014 Funding Agreement ") relating to the Southern Plant that is attached as Exhibit A hereto; and WHEREAS, the cost of constructing the Southern Plant has increased and the Authority will need to authorize the issuance of not to exceed $4,500,000 in additional contract revenue bonds to complete the Southern Plant; and WHEREAS, as such, the 2014 Funding Agreement must be amended by a First Amendment to the 2014 Funding Agreement that is attached as Exhibit B hereto; and WHEREAS, the Authority, the City, and Cibolo are authorized to enter into the 2014 Funding Agreement and the First Amendment thereto pursuant to Chapter 8166 of the Texas Special District Local. Laws Code, Chapter 791 of the Texas Government Code, Chapter 30 of the Texas Water Code, and other applicable laws; 73527248.2 WHEREAS, the Council hereby finds and determines the adoption of this Resolution and the execution of the First Amendment to the 2014 Funding Agreement are in the best interests of the residents of the City; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS I r , SECTION 1. The First Amendment to the 2014 Funding Agreement, attached hereto in substantially final form as Exhibit B, is incorporated by reference to this Resolution for all purposes, is hereby approved by the Council. This First Amendment to the 2014 Funding Agreement authorizes and consents to the issuance of up to $4,500,000 in additional contract revenue bonds by the Authority, but only otherwise amends Exhibits B and C to the 2014 Funding Agreement to recognize this increase in construction costs of the Southern Plant and the increased debt service requirements on the 2014 Southern Plant Bonds and 2018 Southern Plant Bonds and otherwise the 2014 Funding Agreement is approved, ratified, reconfirmed and readopted in all respects. SECTION 2. The Mayor, the Mayor Pro Tern, the City Manager, and the City Secretary of the City are hereby authorized to execute and seal the First Amendment to the 2014 Funding Agreement. SECTION 3. The Mayor, the Mayor Pro Tem, the City Manager, and /or the City Secretary (each an Authorized Officiao are authorized to approve any nonsubstantive changes to the First Amendment to the 2014 Funding Agreement in order that the First Amendment to the 2014 Funding Agreement may be finalized. An Authorized Official shall present the finalized version of the First Amendment to the 2014 Funding Agreement at the next Council meeting after the First Amendment to the 2014 Funding Agreement is finalized. SECTION 4. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the Council. SECTION 5. All ordinances and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. SECTION 6. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 7. If any provision of this Resolution or the application thereof to any person . or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the Council hereby declares that this Resolution would have been enacted without such invalid provision. SECTION 8. It is officially found, determined, and declared that the meeting at which. this Resolution is adopted was open to the public and public notice of the time, place, and subject 73527248.2 -2- matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION 9. This Resolution shall be in force and effect from and after the date of its adoption, and it is so resolved. 73527248.2 -3- PASSED AND APPROVED, this the 23rd day of October, 2018. CITY OF SCHERTZ, TEXAS Mayor City Secretary (CITY SEAL) 73527248.2 -4- imall 73527248.2 A -1 FIRST AMENDMENT TO SOUTHERN PLANT WASTEWATER SERVICES AND FUNDING AGREEMENT 73527248.2 B- I DRAFT 10 /4/18 AN ORDER BY THE BOARD OF DIRECTORS OF THE CIBOLO CREEK MUNICIPAL AUTHORITY AUTHORIZING THE ISSUANCE OF "CIBOLO CREEK MUNICIPAL AUTHORITY CONTRACT REVENUE BONDS, SERIES 2018 (SOUTHERN WASTEWATER TREATMENT PLANT PROJECT) "; PROVIDING FOR THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THESE BONDS, TOGETHER WITH CERTAIN CURRENTLY OUTSTANDING PREVIOUSLY ISSUED BONDS, AS PROVIDED HEREIN; PROVIDING THE TERMS AND CONDITIONS OF SUCH BONDS AND RESOLVING OTHER MATTERS INCIDENT AND RELATING TO THE ISSUANCE, PAYMENT, SECURITY, SALE, AND DELIVERY OF SUCH BONDS, INCLUDING THE APPROVAL AND DISTRIBUTION OF AN OFFICIAL STATEMENT PERTAINING THERETO; AUTHORIZING THE EXECUTION OF A PAYING AGENT /REGISTRAR AGREEMENT, AND A PURCHASE CONTRACT, AND A REGIONAL WASTEWATER TREATMENT CONTRACT (SOUTHERN WASTEWATER TREATMENT PLANT PROJECT); COMPLYING WITH THE REQUIREMENTS OF THE DEPOSITORY TRUST COMPANY'S LETTER OF REPRESENTATIONS; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the Cibolo Creek Municipal Authority (the "Authority ") is a conservation and reclamation district and political subdivision of the State of Texas, created and existing pursuant to Article XVI, Section 59 of the Texas Constitution and the laws of the State of Texas, particularly Chapter 8166, Texas Special District Laws and Codes (the "Authority Act "); and WHEREAS, pursuant to law, and particularly the Authority Act and Chapter 791 of the Texas Government Code, as amended (the " Interlocal Cooperation Act "), particularly Section 791.011 thereof, the Authority is empowered to acquire and construct regional wastewater facilities and to treat this wastewater for the benefit of its Participating Members (as defined in the hereinafter referred Contract); and WHEREAS, the Authority Act also authorizes the Authority acting through its Board of Directors (the `Board "), to issue revenue bonds to finance such projects, payable solely from the revenues derived from payments to be made to the Authority by the Participating Members, for the purpose of defraying the cost of financing, acquiring, designing, and constructing the projects; and WHEREAS, pursuant to the provisions of the Interlocal Cooperation Act and the other laws of the State of Texas (the "State "), the Authority and the Participating Members entered into a Regional Wastewater Treatment Contract, dated as of September 11, 2014, . as amended (the "Contract ") pursuant to which the Authority has agreed to finance, refinance, design, permit, acquire, and construct wastewater treatment facilities, supply pipelines, booster pumps, other appurtenances, and necessary easements and other interests in land (the "Project ") and under which the Participating Members would agree to make payments to or on behalf of the Authority, together 82600457.6 with the currently outstanding revenue bonds (hereinafter defined as the "Previously Issued Bonds "), in amounts sufficient to meet all of the Authority's obligations relating to bonds issued to finance or refinance the Project and to operate and maintain the Project; and WHEREAS, the recitals and provisions of the Contract are incorporated herein as if set forth in its entirety, and the capitalized terms of this order shall have the same meanings, and shall be defined as set forth in the Contract; and WHEREAS, the Participating Members have requested that the Authority issue its contract revenue bonds (the "Bonds "), together with the Previously Issued Bonds, pursuant to the Contract to finance the costs of the Project; and WHEREAS, the Participating Members have approved or will approve the Contract and have requested or will request that the Authority also approve the Contract; and WHEREAS, this order constitutes a Bond Resolution as that term is defined in the Contract; and WHEREAS, the principal of the Bonds and the interest thereon, together with the Previously Issued Bonds, are and shall be payable from and secured by a lien on and pledge of the payments designated as "Annual Payments" to be made by the Participating Members pursuant to the Contract (and referenced herein as the "Special. Payments ") in amounts sufficient to pay and redeem, and provide for the payment of the principal of, premium, if any, and interest on the Bonds, together with the Previously Issued Bonds, when due, and the fees and expenses of the Paying Agent /Registrar for the Bonds, all as required by this order; and WHEREAS, the Authority hereby finds and determines that the Bonds can and should be issued as Additional Bonds (hereinafter defined) on a parity with respect to the Special Payments (hereinafter defined) concerning the Previously Issued Bonds in that (i) the Authority is not in default as to any covenant, obligation or agreement contained in any order or other proceeding relating to any Bond Similarly Secured (hereinafter defined) or the Contract (including any amendment or supplement thereto), (ii) the Participating Members (as defined in the Contract), have approved respective resolutions authorizing the issuance of the Bonds as to form and content and acknowledged that the payment of principal of and interest on the Bonds is payable, in whole or in part, from the Special. Payments to be made by the Authority under and pursuant to the Contract, (iii) the Bonds mature on September 1; and (v) this Order provides for deposits to be made to the Bond Fund shall be in amounts sufficient to pay the principal of and interest on the Bonds as the same become due; and WHEREAS, the Authority has determined and does hereby determine that it can finance the Project pursuant to the Authority's obligations under the Contract on the most favorable terms through the issuance of the Bonds in accordance with the terms of this order; and WHEREAS, the Board of the Authority has determined that the Bonds in the total amount of $ should be issued and sold at this time in order to obtain funds necessary to finance the costs of the Project; now, therefore, 82600457.6 -2- 1.3011K91.A13a"A 117 0.3 klmII My IM6067_ "Awe]07i.»Li to]7.we]a IMyIausIDT91KoxyOkiaa MUNICIPAL AUTHORITY THAT: SECTION 1: Authorization - Designation - Principal Amount - Purpose. Contract revenue bonds of the Authority shall be and are hereby authorized to be issued in the aggregate principal amount of THOUSAND AND NO /100 DOLLARS ($ ), to be designated and bear the title of "CIBOLO CREEK MUNICIPAL AUTHORITY CONTRACT REVENUE BONDS, SERIES 2018 (SOUTHERN WASTEWATER TREATMENT PLANT PROJECT)" (the "Bonds "), pursuant to an order adopted by the Board (the "Bond Order ") for the purpose of providing funds to (i) finance, design, permit, acquire, and construct wastewater treatment facilities, supply pipelines, booster pumps, other appurtenances, and necessary easements and other interests in land and (ii) pay the costs and expenses of issuance of the Bonds. The Bonds shall be payable as to both principal and interest solely from and equally and ratably secured, together with the currently outstanding Previously Issued Bonds, by a lien on and pledge of the Special Payments (hereinafter defined) received by the Authority from the Participating Members. The Bonds are authorized to be issued pursuant to the authority conferred by and in conformity with the laws of the State of Texas, particularly Article XVI, Section 59 of the Texas Constitution, the Authority Act, the Interlocal Cooperation Act, and Chapters 30 and 54 of the Texas Water Code, as amended, the Contract, and the Bond Order. SECTION 2: Fully Registered Bonds - Authorized Denominations - Stated Maturities - Interest Rates - Interest Payments — Bond Date. The Bonds are issuable in fully registered form only; shall be dated November 15, 2018 (the "Bond Date ") and shall be in denominations of $5,000 or any integral multiple thereof, and the Bonds shall become due and payable on September 1 in each of the years and in principal amounts (the "Stated Maturities ") and bear interest on the unpaid principal amounts from the Bond Date (hereinafter defined), or the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity, at the per annum rates, while Outstanding, in accordance with the following schedule: Year of Principal Interest Stated Maturity Amounts ($) Rates 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 82600457.6 -3- Year of Stated Maturity 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 Principal Amounts ($) Interest Rates The Bonds shall bear interest on the unpaid principal amounts from the Bond Date, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, to the Stated Maturity, at the rates per annum rates shown in the above schedule (computed on the basis of a 360 -day year of twelve 30 -day months). Interest on the Bonds shall be payable on September 1 and March 1 in each year, commencing September 1, 2019 . (the "Interest Payment Date "), while the Bonds are Outstanding. SECTION 3: Payment of Bonds - Pang Agent/Registrar. The principal of, premium, if any, and interest on the Bonds, due and payable by reason of Stated Maturity, redemption, or otherwise, shall be payable, without exchange or collection charges to the Holder (as hereinafter defined), appearing on the registration and transfer books maintained by the Paying Agent /Registrar (hereinafter defined), in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and such payment of principal of and interest on the Bonds shall be without exchange or collection charges to the Holder (hereinafter defined) of the Bonds. The selection and appointment of UMB Bank, N.A., Austin, Texas (the "Paying Agent /Registrar "), to serve as the initial Paying Agent /Registrar for the Bonds is hereby approved and confirmed, and the Authority agrees and covenants to cause to be kept and maintained at the corporate trust office of the Paying Agent /Registrar books and records (the "Security Register ") for the registration, payment, and transfer of the Bonds, all as provided herein, in accordance with the terms and provisions of a Paying Agent /Registrar Agreement, attached, in substantially final form, as Exhibit A hereto, and such reasonable rules and regulations as the Paying Agent/Registrar and the Authority may prescribe. The Authority covenants to maintain and provide a Paying Agent /Registrar at all times while the Bonds are Outstanding, and any successor Paying Agent /Registrar shall be (i) a national or state banking institution or (ii) an association or a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers. Such Paying Agent /Registrar shall be subject to supervision or examination by federal or state authority and authorized by law to serve as a Paying Agent /Registrar. The Authority reserves the right to appoint a successor Paying Agent /Registrar upon providing the previous Paying Agent /Registrar with a certified copy of an order or orders 82600457.6 -4- terminating such agency. Additionally, the Authority agrees to promptly cause a written notice of this substitution to be sent to each Holder of the Bonds by United States mail, first -class postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. Principal of, premium, if any, and interest on the Bonds, due and payable by reason of Stated Maturity, redemption or otherwise, shall be payable only to the registered owner of the Bonds appearing on the Security Register (the "Holder" or "Holders ") maintained on behalf of the Authority by the Paying Agent/Registrar as hereinafter provided (i) on the Record Date (hereinafter defined) for purposes of payment of interest thereon, (ii) on the date of surrender of the Bonds for purposes of receiving payment of principal thereof upon redemption of the Bonds or at the Bonds' Stated Maturity, and (iii) on any date for any other purpose. The Authority and the Paying Agent /Registrar, and any agent of either, shall treat the Holder as the owner of a Bond for purposes of receiving payment and all other purposes whatsoever, and neither the Authority nor the Paying Agent /Registrar, or any agent of either, shall be affected by notice to the contrary. Principal of, and premium, if any, on the Bonds shall be payable only upon presentation and surrender of the Bonds to the Paying Agent /Registrar at its corporate trust office. Interest on the Bonds shall be paid to the Holder whose name appears in the Security Register at the close of business on the fifteenth day of the month next preceding an Interest Payment Date for the :Bonds (the "Record Date ") and shall be paid (i) by check sent on or prior to the appropriate date of payment by United States Mail, first -class postage prepaid, by the Paying Agent/Registrar, to the address of the Holder appearing in the Security Register or (ii) by such other method, acceptable to the Paying Agent /Registrar, requested in writing by the Holder at the Holder's risk and expense. If the date for the payment of the principal of, premium, if any, or interest on the Bonds shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the corporate trust office of the Paying Agent /Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a day. The payment on such date shall have the same force and effect as if made on the original date any such payment on the Bonds was due. In the event of a non - payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date ") will be established by the Paying Agent /Registrar, if and when funds for the payment of such interest have been received from the Authority. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the "Special Payment Date" - which shall be fifteen (15) days after the Special. Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first -class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. SECTION 4: Redemption. A. Mandatory Redemption of Bonds. The Bonds stated to mature on September 1, 20_, September 1, 20_, and September 1, 20_ are referred to herein as the "Term Bonds ". The Term Bonds are subject to mandatory sinking fund redemption prior to their stated maturities from money required to be deposited in the Bond Fund for such purpose and shall be redeemed in part, 82600457.6 -5- by lot or other customary method, at the principal amount thereof plus accrued interest to the date of redemption in the following principal amounts on September 1 in each of the years as set forth below: Term Bonds Stated to Mature on September 1, 20 Principal Year Amount ($) Term Bonds Stated to Mature on September 1, 20 Principal Year Amount ($) *Payable at Stated Maturity Term Bonds Stated to Mature on September 1, 20 Principal Year Amount ($) The principal amount of a Term Bond required to be redeemed pursuant to the operation of such mandatory redemption provisions shall be reduced, at the option of the Authority, by the principal amount of any Term Bonds of such Stated Maturity which, at least 50 days prior to the mandatory redemption date (1) shall have been defeased or acquired by the Authority and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the Paying Agent /Registrar at the request of the Authority with money in the Bond Fund, or (3) shall have been redeemed pursuant to the optional redemption provisions set forth below and not theretofore credited against a mandatory redemption requirement. B. Optional Redemption. The Bonds having Stated Maturities on and after September 1, 2029 shall be subject to redemption prior to Stated Maturity, at the option of the Authority, on September 1, 2028, or on any date thereafter, as a whole or in part, in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar), at the redemption price of par plus accrued interest to the date of redemption. C. Exercise of Redemption. Option. At least forty -five (45) days prior to a date set for the redemption of Bonds (unless a shorter notification period shall be satisfactory to the Paying Agent /Registrar), the Authority shall notify the Paying Agent /Registrar of its decision to exercise the right to redeem Bonds, the principal amount of each Stated Maturity to be redeemed, and the date set for the redemption thereof. The decision of the Authority to exercise the right to redeem. Bonds shall be entered in the minutes of the governing body of the Authority. 82600457.6 -6- D. Selection of Bonds for Redemption. If less than all Outstanding Bonds of the same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar shall select at random and by lot the Bonds to be redeemed, provided that if less than the entire principal amount of a Bond is to be redeemed, the Paying Agent/Registrar shall treat such Bond then subject to redemption as representing the number of Bonds outstanding which is obtained by dividing the principal amount of such Bond by $5,000. E. Notice of Redemption. Not less than thirty (30) days prior to a redemption date for the Bonds, the Paying Agent/Registrar shall cause a notice of redemption to be sent by United States mail, first-class postage prepaid, in the name of the Authority and at the Authority's expense, by the Paying Agent/Registrar to each Holder of a Bond to be redeemed, in whole or in part, at the address of the Holder appearing on the Security Register at the close of business on the business day next preceding the date of mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. This notice may also be published once in a financial publication, journal, or reporter of general circulation among securities dealers in the City of New York, New York (including, but not limited to, The Bond Buyer and The Wall Street Journal), or in the State of Texas (including, but not limited to, The Texas Bond Reporter). All notices of redemption shall (i) specify the date of redemption for the Bonds, (ii) identify the Bonds to be redeemed and, in the case of a portion of the principal amount to be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state that the Bonds, or the portion of the principal amount thereof to be redeemed, shall become due and payable on the redemption date specified, and the interest thereon, or on the portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the redemption date, and (v) specify that payment of the redemption price for the Bonds, or the principal amount thereof to be redeemed, shall be made at the corporate trust office of the Paying Agent/Registrar only upon presentation and surrender thereof by the Holder. If a Bond is subject by its terms to redemption and has been called for redemption and notice of redemption thereof has been duly given or waived as herein provided, such Bond (or the principal amount thereof to be redeemed) so called for redemption shall become due and payable, and if money sufficient for the payment of such Bonds (or of the principal amount thereof to be redeemed) at the then applicable redemption price is held for the purpose of such payment by the Paying Agent/Registrar, then on the redemption date designated in such notice, interest on said Bonds (or the principal amount thereof to be redeemed) called for redemption shall cease to accrue, and such Bonds shall not be deemed to be Outstanding in accordance with the provisions of this Bond Order. F. Transfer/Exchange. Neither the Authority nor the Paying Agent/Registrar shall be required (1) to transfer or exchange any Bond during a period beginning forty-five (45) days prior to the date fixed for redemption of the Bonds or (2) to transfer or exchange any Bond selected for redemption, provided; however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance of a Bond which is subject to redemption in part. SECTION 5: Execution - Registratio . The Bonds shall be executed on behalf of the Authority by its President, Board of Directors, its seal reproduced or impressed thereon, and attested by its Secretary, Board of Directors. The signature of either officer on the Bonds may be manual or facsimile. Bonds bearing the manual or facsimile signatures of individuals who were, 82600457.6 -7- at the time of the Bond Date, the proper officers of the Authority shall bind the Authority, notwithstanding that such individuals or either of them shall cease to hold such offices prior to the delivery of the Bonds to the Purchasers (hereinafter defined), all as authorized and provided in Chapter 1201, as amended, Texas Government Code. No Bond shall be entitled to any right or benefit under this Bond Order, or be valid or obligatory for any purpose, unless there appears on such Bond either a certificate of registration substantially in the form provided in Section 8C, executed by the Comptroller of Public Accounts of the State of Texas or his duly authorized agent by manual signature, or a certificate of registration substantially in the form provided in Section 8D, executed by the Paying Agent /Registrar by manual signature, and either such certificate upon any Bond shall be conclusive evidence, and the only evidence, that such Bond has been duly certified or registered and delivered. SECTION 6: Registration - Transfer - Exchange of Bonds - Predecessor Bonds. The Paying Agent /Registrar shall obtain, record, and maintain in the Security :Register the name and address of every owner of the Bonds, or, if appropriate, the nominee thereof. Any Bond may, in accordance with its terms and the terms hereof, be transferred or exchanged for Bonds of other authorized denominations upon the Security Register by the Holder, in person or by his duly authorized agent, upon surrender of such Bond to the Paying Agent /Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender for transfer of any Bond at the corporate trust office of the Paying Agent/Registrar, the Authority shall execute and the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Bonds of authorized denomination and having the same Stated Maturity and of a like interest rate and aggregate principal amount as the Bond or Bonds surrendered for transfer. At the option of the Holder, Bonds may be exchanged for other Bonds of the same series and of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Bonds surrendered for exchange upon surrender of the Bonds to be exchanged at the corporate trust office of the Paying Agent /Registrar. Whenever any Bonds are so surrendered for exchange, the Authority shall execute, and the Paying Agent /Registrar shall register and deliver, the Bonds, to the Holder requesting the exchange. All Bonds issued upon any transfer or exchange of Bonds shall be delivered at the corporate trust office of the Paying Agent /Registrar, or be sent by registered mail to the Holder at his request, risk, and expense, and upon the delivery thereof, the same shall be the valid and binding obligations of the Authority, evidencing the same obligation to pay, and entitled to the same benefits under this Bond Order, as the Bonds surrendered upon such transfer or exchange. All transfers or exchanges of Bonds pursuant to this Section shall be made without expense or service charge to the Holder, except as otherwise herein provided, and except that the :Paying Agent /Registrar shall require payment by the Holder requesting such transfer or exchange of any fee, tax or other governmental charges required to be paid with respect to such transfer or exchange. 82600457.6 -8 Bonds canceled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be Predecessor Bonds, evidencing all or a portion, as the case may be, of the same debt evidenced by the new Bond or Bonds registered and delivered in the exchange or transfer therefor. Additionally, the term Predecessor Bonds shall include any Bond registered and delivered pursuant to Section 32 in lieu of a mutilated, lost, destroyed, or stolen Bond which shall . be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Bond. SECTION 7: Initial Bond. The Bonds herein authorized shall be issued initially as a single fully - registered Bond in the total principal amount of $ with principal installments to become due and payable as provided in Section 2 and numbered T -1 (the "Initial Bond ") and the Initial Bond shall be registered in the name of the initial Purchasers or the designee thereof. The Initial Bond shall be the Bonds submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the Purchasers. Any time after the delivery of the Initial Bond, the Paying Agent /Registrar shall cancel the Initial Bond delivered hereunder and exchange therefor definitive Bonds of authorized denominations, Stated Maturities, principal amounts and bearing applicable interest rates on the unpaid principal amounts from the Bond Date, or from the most recent Interest :Payment Date to which interest has been paid or duly provided for, to Stated Maturity, and shall be lettered "R" and numbered consecutively from one (1) upward for transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to and in accordance with such written instructions from the Purchasers, or the designee thereof, and such other information and documentation as the Paying Agent /Registrar may reasonably require. SECTION 8: FORMS. A. Forms Generally. The Bonds, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Registration Certificate of Paying Agent /Registrar, and the form of Assignment to be printed on each of the Bonds shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Bond Order and may have such letters, numbers, or other marks of identification (including insurance legends in the event the Bonds, or any Stated Maturities thereof, are insured and identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including any reproduction of an opinion of Bond Counsel (hereinafter referenced)) thereon as may, consistent herewith, be established by the Authority or determined by the officers executing the Bonds as evidenced by their execution thereof. Any portion of the text of any Bond may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Bond. The definitive Bonds shall be printed, lithographed, or engraved, produced by any combination of these methods, or produced in any other similar manner, all as determined by the officers executing the Bonds as evidenced by their execution thereof, but the Initial Bond submitted to the Attorney General of the State of Texas may be typewritten or photocopied or otherwise reproduced. 82600457.6 -9- B. Form of Definitive Bond. REGISTERED REGISTERED PRINCIPAL AMOUNT NO. $ United States of America State of Texas CIBOLO CREEK MUNICIPAL AUTHORITY CONTRACT REVENUE BONDS (SOUTHERN WASTEWATER TREATMENT PLANT PROJECT), SERIES 2018 . Bond Date: Stated Maturity: Interest Rate: CUSIP No. November 15, 2018 PRINCIPAL AMOUNT: DOLLARS The Cibolo Creek Municipal Authority (the "Authority "), a conservation and reclamation district, a body politic and corporate, and a governmental agency and political subdivision of the State of Texas, located in the Counties of Bexar, Comal, and Guadalupe, for value received, hereby promises to pay to the order of the Registered Owner specified above, or the registered assigns thereof, on the Stated Maturity date specified above, the Principal Amount specified above (or so much thereof as shall not have been paid upon prior redemption), and to pay interest on the unpaid Principal Amount hereof (computed on the basis of a 360 -day year of twelve 30 -day months) from the Bond Date specified above, or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, until such Principal Amount has become due and payment thereof has been made or duly provided for, to the earlier of redemption or Stated Maturity, while Outstanding, at the per annum rate of interest specified above computed on the basis of a 360 -day year of twelve 30 -day months; such interest being payable on September 1 and March 1 of each year (each an "Interest Payment Date "), commencing September 1, 2019. Principal and premium, if any, of the Bond shall be payable to the Registered Owner hereof (the "Holder ") upon presentation and surrender, at the corporate trust office of the Paying Agent /Registrar executing the registration certificate appearing hereon or a successor thereof. Interest shall be payable to the Holder of this Bond (or one or more Predecessor Bonds, as defined in the Bond Order hereinafter referenced) whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the fifteenth day of the month next preceding each Interest Payment Date. All payments of principal of and interest on this Bond shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States Mail, first -class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent /Registrar, requested by the Holder hereof at the Holder's risk and expense. 82600457.6 -10- This Bond is one of the series specified in its title issued in the aggregate principal amount of $ (the "Bonds ") pursuant to an order adopted by the governing body of the Authority (the "Bond Order "), for the purpose of providing funds to (i) finance, design, permit, acquire, and construct wastewater treatment facilities, supply pipelines, booster pumps, other appurtenances, and necessary easements and other interests in land, and (ii) pay the costs and expenses of issuing the Bonds, under and in strict conformity with the laws of the State of Texas, particularly the Authority Act, the Contract, and the Bond Order. As specified in the Bond Order, the Bonds stated to mature on September 1, 20_, September 1, 20_, and September 1, 20_ are referred to herein as the "Term Bonds ". The Term Bonds are subject to mandatory sinking fund redemption prior to their stated maturities from money required to be deposited in the Bond Fund for such purpose and shall be redeemed in part, by lot or other customary method, at the principal amount thereof plus accrued interest to the date of redemption in the following principal amounts on September 1 in each of the years as set forth below: Term Bonds Stated to Mature on September 1, 20 Principal Year Amount ($) Term Bonds Stated to Mature on September 1, 20 Principal Year Amount ($) *Payable at Stated Maturity Term Bonds Stated to Mature on September 1, 20 Principal Year Amount ($) The principal amount of a Term Bond required to be redeemed pursuant to the operation of such mandatory redemption provisions shall be reduced, at the option of the Authority, by the principal amount of any Term Bonds of such Stated Maturity which, at least 50 days prior to the mandatory redemption date (1) shall have been defeased or acquired by the Authority and delivered to the Paying Agent /Registrar for cancellation, (2) shall have been purchased and canceled by the Paying Agent /Registrar at the request of the Authority with money in the Bond Fund, or (3) shall have been redeemed pursuant to the optional redemption provisions set forth below and not theretofore credited against a mandatory redemption requirement. The Bonds stated to mature on and after September 1, 2029 may be redeemed prior to their Stated Maturities, at the option of the Authority, on September 1, 2028, or on any date thereafter, 82600457.6 -11- in whole or in part in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by the Paying Agent /Registrar) at the redemption price of par, together with accrued interest to the date of redemption, and upon thirty (30) days prior written notice being given by United States mail, first -class postage prepaid, to Holders of the :Bonds to be redeemed, and subject to the terms and provisions relating thereto contained in the Bond Order. If this Bond is subject to redemption prior to Stated Maturity and is in a denomination in excess of $5,000, portions of the principal sum hereof in installments of $5,000 or any integral multiple thereof may be redeemed, and, if less than all of the principal sum hereof is to be redeemed, there shall be issued, without charge therefor, to the Holder hereof, upon the surrender of this Bond to the Paying Agent /Registrar at its corporate trust office, a new Bond or Bonds of like Stated Maturity and interest rate in any authorized denominations provided in the Bond Order for the then unredeemed balance of the principal sum hereof. If this Bond (or any portion of the principal sum hereof) shall have been duly called for redemption and notice of such redemption duly given, then upon such redemption date this Bond (or the portion of the principal sum hereof to be redeemed) shall become due and payable, and, if money for the payment of the redemption price and the interest accrued on the principal amount to be redeemed to the date of redemption is held for the purpose of such payment by the :Paying Agent /Registrar, interest shall cease to accrue and be payable hereon from and after the redemption date on the principal amount hereof to be redeemed. If this Bond is called for redemption, in whole or in part, the Authority or the Paying Agent /Registrar shall not be required to issue, transfer, or exchange this Bond within forty -five (45) days of the date fixed for redemption; provided, however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance hereof in the event of its redemption in part. The Bonds of this series are special obligations of the Authority payable from and equally and ratably secured, together with the currently outstanding Previously Issued Bonds, solely by a lien on and pledge of the Special Payments received by the Authority from the Participating Members pursuant to the provisions of the Contract. In the Bond Order, the Authority reserves and retains the right to issue Additional Bonds, obligations of inferior lien priority to the Bonds Similarly Secured, and Additional Obligations, without ]imitation as to principal amount but subject to any terms, conditions, or restrictions set forth in the Bond Order or as may be applicable thereto under law or otherwise. The Bonds do not constitute a legal or equitable pledge, charge, lien, or encumbrance upon any property of the Authority or System, except with respect to the Special Payments. The Holder hereof shall never have the right to demand payment of this obligation out of any funds raised or to be raised by taxation. Reference is hereby made to the Bond Order, copies of which are on file in the corporate trust office of the Paying Agent/Registrar, and to all of the provisions of which the Holder by his acceptance hereof hereby assents, for definitions of terms; the description and nature of the Special Payments pledged for the payment of the Bonds Similarly Secured; the terms and conditions under which the Authority may issue Additional Bonds and Additional Obligations; the terms and conditions relating to the transfer or exchange of the Bonds; the conditions upon which the Bond Order may be amended or supplemented with or without the consent of the Holders; the rights, duties, and obligations of the Authority and the Paying Agent /Registrar; the terms and provisions 82600457.6 -12- upon which this Bond may be redeemed or discharged at or prior to the Stated Maturity thereof, and deemed to be no longer Outstanding thereunder; and for the other terms and provisions specified in the Bond Order. Capitalized terms used herein have the same meanings assigned in the Bond Order. This Bond, subject to certain limitations contained in the Bond Order, may be transferred on the Security Register upon presentation and surrender at the corporate trust office of the Paying Agent /Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent /Registrar duly executed by the Holder hereof, or his duly authorized agent, and thereupon one or more new fully registered Bonds of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the same aggregate principal amount will be issued to the designated transferee or transferees. The Authority and the Paying Agent /Registrar, and any agent of either, shall treat the Holder hereof whose name appears on the Security Register (i) on the Record Date as the owner hereof for purposes of receiving payment of interest hereon, (ii) on the date of surrender of this Bond as the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity, or its redemption, in whole or in part, and (iii) on any other date as the owner hereof for all other purposes, and neither the Authority nor the Paying Agent/Registrar, or any such agent of either, shall be affected by notice to the contrary. In the event of a non - payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date ") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the Authority. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the "Special Payment Date" - which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first -class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, covenanted, and represented that all acts, conditions, and things required to be performed, exist, and be done precedent to the issuance of this Bond in order to render the same a legal, valid, and binding special obligation of the Authority have been performed, exist, and have been done, in regular and due time, form, and manner, as required by the laws of the State of Texas and the Bond Order, and that issuance of the Bonds does not exceed any constitutional or statutory limitation; and that due provision has been made for the payment of the principal of and interest on the Bonds by a lien on and pledge of the Special Payments and as otherwise provided in this Bond Order. In case any provision in this Bond or any application thereof shall be deemed invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions and applications shall not in any way be affected or impaired thereby. The terms and provisions of this Bond and the Bond Order shall be construed in accordance with and shall be governed by the laws of the State of Texas. [The remainder of this page intentionally left blank] 82600457.6 -13- IN WITNESS WHEREOF, the Board of Directors of the Authority has caused this Bond to be duly executed under the official seal of the Authority. CIBOLO CREEK MUNICIPAL AUTHORITY President, Board of Directors Secretary, Board of Directors (AUTHORITY SEAL) C. *Form of Registration Certificate of Comptroller of Public Accounts to Appear on Initial Bond Only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF § PUBLIC ACCOUNTS § § REGISTER NO. THE STATE OF TEXAS § I HEREBY CERTIFY that this Bond has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly 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) *NOTE TO PRINTER: Do Not Print on Definitive Bonds. 82600457.6 -14- D. Form of Certificate of Pang Agent/Registrar to Appear on Definitive Bonds Only. REGISTRATION CERTIFICATE OF PAYING AGENT /REGISTRAR This Bond has been duly issued under the provisions of the within - mentioned Bond Order; the Bond or Bonds of the above - entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent /Registrar. Registered this date: UMB Bank, N.A., Austin, Texas, as Paying Agent /Registrar *NOTE TO PRINTER: Print on Definitive Bonds. E. Form of Assignment. C ASSIGNMENT Authorized Signature FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or typewrite name, address, and zip code of transferee): (Social Security or other identifying number): the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. DATED: NOTICE: The signature on this assignment must correspond with the name of the registered owner as it appears on the face of the within Bond in every particular. Signature guaranteed: 82600457.6 -15- F. The Initial Bond shall be in the form set forth in paragraph B of this Section, except that the form of a single fully registered Initial Bond shall be modified as follows: i) immediately under the name of the Bond(s) the headings "Interest Rate" and "Stated Maturity" shall both be completed "as shown below"; ii) the first two paragraphs shall read as follows: Registered Owner: Principal Amount: The Cibolo Creek Municipal Authority (the "Authority "), a conservation and reclamation district, a body politic and corporate, and a governmental agency of the State of Texas, with its principal office located in Schertz, Texas, for value received, hereby promises to pay to the order of the Registered Owner named above, or the registered assigns thereof, the Principal Amount specified above on the first day of September in each of the years and in principal amounts and bearing interest at per annum rates in accordance with the following schedule: Years of Principal Interest Stated Maturity Amounts ($) Rates (Information to be inserted from schedule in Section 2 hereof). (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid Principal Amount hereof from the Bond Date, or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, to Stated Maturity or prior redemption, at the per annum rates of interest specified above computed on the basis of a 360 -day year of twelve 30 -day months; such interest being payable on September 1 and March 1 (each, an "Interest Payment Date "), commencing September 1, 2019. Principal and premium, if any, of this Bond shall be payable to the Registered Owner hereof (the "Holder "), upon its presentation and surrender, at the corporate trust office of UMB Bank, N.A., Austin, Texas (the "Paying Agent /Registrar "). Interest shall be payable to the Holder of this Bond whose name appears on the Security Register maintained by the Paying Agent /Registrar at the close of business on the Record Date, which is the fifteenth day of the month next preceding each Interest Payment Date. All payments of principal of and interest on this Bond shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent /Registrar by check sent on or prior to the appropriate date of payment by United States mail, first -class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent /Registrar, requested by, and at the risk and expense of, the Holder hereof. G. Insurance Legend. If bond insurance is obtained by the Purchasers or the Authority for the Bonds, the definitive Bonds and the Initial Bond(s) shall bear an appropriate legend as provided by the insurer. 82600457.6 -16- SECTION 9: Definitions. For all purposes of this Bond Order (as defined below), except as otherwise expressly provided or unless the context otherwise requires: (i) the terms defined in this Section have the meanings assigned to them in this Section, and certain terms used in Sections 34 and 48 of this Bond Order have the meanings assigned to them in such Sections, and all such terms include the plural as well as the singular; (ii) all references in this Bond Order to designated "Sections" and other subdivisions are to the designated Sections and other subdivisions of this Bond Order as originally adopted; and (iii) the words "herein ", "hereof', and "hereunder" and other words of similar import refer to this Bond Order as a whole and not to any particular Section or other subdivision. A. The term Additional Bonds shall mean (i) any obligations or other evidences of indebtedness which the Authority reserves the right to issue or enter into, as the case may be, in the future under the terms and conditions provided in Section 17 of this Bond Order and which are equally and ratably secured, together with the currently outstanding Previously Issued Bonds, solely by a lien on and pledge of the Special Payments in the same manner and to the same extent as the Bonds Similarly Secured, and (ii) any obligations hereafter issued to refund any of the foregoing if issued in a manner so as to be payable from and secured by a lien on and pledge of the Special. Payments as determined by the Authority in accordance with applicable law. B. The term Additional Obligations shall mean, collectively, any Prior Lien Obligations, Junior Lien Obligations, or Inferior Lien Obligations hereafter issued by the Authority. C. The term Authority shall mean Cibolo Creek Municipal. Authority and any other public agency succeeding to the powers, rights, privileges and functions of the Authority and, when appropriate, the Board of Directors of the Authority. D. The term Authorized Officials shall mean the President, Board of Directors, Secretary, Board of Directors and/or the General Manager of the Authority. E. The term Average Annual Debt Service Requirements shall mean that average amount which, at the time of computation, will be required to pay the Debt Service Requirement on all outstanding Bonds Similarly Secured when due (either at Stated Maturity or mandatory redemption) and derived by dividing the total of such Debt Service Requirement by the number of Fiscal Years then remaining before Stated Maturity of such Bonds Similarly Secured. For purposes of this definition, a fractional period of a Fiscal Year shall be treated as an entire Fiscal Year. Capitalized interest payments provided from bond proceeds shall be excluded in making the aforementioned computation. F. The term Bond Fund shall mean the special Fund or account created and established by the provisions of Section 13 of this Bond Order. G. The term Bond Order shall mean this Bond Order adopted by the Board on November 8, 2018. H. The term Bonds shall mean the $ "CIBOLO CREEK MUNICIPAL AUTHORITY CONTRACT REVENUE BONDS, SERIES 2018 . (SOUTHERN WASTEWATER TREATMENT PLANT PROJECT) ", dated November 15, 2018, authorized by this Bond Order. 82600457.6 -17- I. The term Bonds Similarly Secured shall mean the Bonds, the currently outstanding Previously Issued Bonds, and any Additional Bonds hereafter issued by the Authority or bonds issued to refund any of the foregoing if issued in a manner that provides that the refunding bonds are payable from and equally and ratably secured by a lien on and pledge of the Special Payments. J. The term Closing Date shall mean the date of physical delivery of the Initial Bond for the payment in full by the Purchasers. K. The term Construction Fund shall mean the Authority's construction fund ordered established by Section 33 of this Bond Order. L. The Contract shall mean the Regional Wastewater Treatment Contract, dated as of September 11, 2014, together with amendments and supplements thereto (which by the term of such instrument is designated as a supplement or amendment to such Contract), a conformed copy of such Contract being attached hereto as Exhibit E for the purposes of identification. M. The term Credit Agreement shall mean a loan agreement, revolving credit agreement, agreement establishing a line of credit, letter of credit, reimbursement agreement, insurance contract, commitments to purchase any debt, purchase or sale agreements, interest rate swap agreements, or commitments or other contracts or agreements authorized, recognized, and approved by the Authority as a Credit Agreement in connection with the authorization, issuance, security, or payment of any Bond or the payment of any Credit Facility. N. The term Credit Facility shall mean (i) a policy of insurance or a surety bond, issued by an issuer of policies of insurance insuring the timely payment of debt service on governmental obligations, or (ii) a letter or line of credit issued by any financial institution. O. The term Debt Service Requirements shall mean, as of any particular date of computation, with respect to any obligations and with respect to any period, the aggregate of the amounts to be paid or set aside by the Authority as of such date or in such period for the payment of the principal of, premium, if any, and interest (to the extent not capitalized) on such obligations; assuming, in the case of obligations without a fixed numerical rate, that such obligations bear interest calculated by assuming (i) that the interest rate for every 12 -month period on such bonds is equal to the rate of interest reported in the most recently published edition of The Bond Buyer (or its successor) at the time of calculation as the "Revenue Bond Index" or, if such Revenue Bond Index is no longer being maintained by The Bond Buyer (or its successor) at the time of calculation, such interest rate shall be assumed to be 80% of the rate of interest then being paid on United States Treasury obligations of like maturity and (ii) that, in the case of bonds not subject to fixed scheduled mandatory sinking fund redemptions, that the principal of such bonds is amortized such that annual debt service is substantially level over the remaining stated life of such bonds or in the manner permitted under Section 1371.057(c), as amended, Texas Government Code as the same relates to interim or non — permanent indebtedness, and further assuming in the case of obligations required to be redeemed or prepaid as to principal prior to Stated Maturity according to a fixed schedule, the principal amounts thereof will be redeemed prior to Stated Maturity in accordance with the mandatory redemption provisions applicable thereto (in each case notwithstanding any contingent obligation to redeem bonds more rapidly). For the term of any Credit Agreement in the form of an interest rate hedge agreement entered into in connection with any such obligations, 82600457.6 -18 Debt Service Requirements shall be computed by netting the amounts payable to the Authority under such hedge agreement from the amounts payable by the Authority under such hedge agreement and such obligations. P. The term Depository shall mean an official depository bank of the Authority. Q. The term Fiscal Year shall mean the twelve month accounting period used by the Authority in connection with the operation of the System, currently ending on September 30th of each year, which may be any twelve consecutive month period established by the Authority, but in no event may the Fiscal Year be changed more than one time in any three calendar year period. R. The term Government Securities shall mean (i) direct noncallable obligations of the United States, 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; (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, or (iv) any additional securities and obligations hereafter authorized by the laws of the State of Texas as eligible for use to accomplish the discharge of obligations such as the Bonds. S. The term Gross Revenues shall mean all income and increment, including, but not limited to, connection fees which may be derived from the ownership and/or operation of the System as it is purchased, constructed or otherwise acquired, but shall not mean the income and increment derived from a contract or contracts with persons, corporations, municipal corporations, political subdivisions, or other entities which under the terms of the authorizing resolution(s) or order(s) that may be pledged for the requirements of the Authority's Special Project Bonds issued particularly to finance certain facilities (even though the facilities to be financed with the Special Project Bonds are physically connected to the System) needed in performing any such contract or contracts; provided, however, that the Board of Directors of the Authority may utilize any revenues, including those generated by the Contract, in excess of the Debt Service Requirements on the Bonds Similarly Secured for any lawful purpose in accordance with this Bond Order and the Contract. T. The term Holder or Folders shall mean the registered owner, whose name appears in the Security Register, for any Bond. U. The term Inferior Lien Obligations shall mean (i) any bonds, notes, warrants, or other obligations hereafter issued by the Authority payable wholly or in part from a pledge of and lien on Net Revenues of the System, all as further provided in Section 19 of this Bond Order, which is subordinate and inferior to the lien on and pledge thereof securing the payment of any Prior Lien Obligations or Junior Lien Obligations hereafter issued by the Authority, and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally 82600457.6 -19- and ratably secured by a subordinate and inferior lien on and pledge of the Net Revenues as determined by the Board of Directors in accordance with any applicable law. V. The term Insurance Policy shall mean the insurance policy issued by the Insurer guaranteeing the scheduled payment of principal of and interest on the Bonds when due. W. The term Insurer shall mean , a stock insurance company, or any successor thereto or assignee thereof. X. The term Interest Payment Date shall mean the date semiannual interest is payable on the Bonds, being September 1 and March 1 of each year, commencing September 1, 2019, while any of the Bonds remain Outstanding. Y. The term Junior Lien Obligations shall mean (i) any bonds, notes, warrants, or any similar obligations hereafter issued by the Authority that are payable wholly or in part from and equally and ratably secured by a junior and inferior lien on and pledge of the Net Revenues of the System, all as further provided in Section 19 of this Bond Order and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured by a junior and inferior lien on and pledge of the Net Revenues as determined by the Board of Directors in accordance with any applicable law. Z. The term Maintenance and Operating Expenses shall mean the expenses necessary to provide for the administration, efficient operation and adequate maintenance of the Authority's System, including the cost of purchasing water, treating wastewater, paying necessary wages, salaries, and benefits, the acquisition of property and materials necessary to maintain the System in good condition and to operate it efficiently, together with such other costs and expenses as may now or hereafter be defined by law as proper maintenance and operating expenses of the System, including Operation and Maintenance Expenses (as defined in the Contract). AA. The term Net Revenues shall mean Gross Revenues of the System, with respect to any period, after deducting the System's Maintenance and Operating Expenses during such period. BB. The term Outstanding shall mean when used in this Bond Order with respect to Bonds means, as of the date of determination, all Bonds issued and delivered under this Bond Order, except: (l) those Bonds canceled by the Paying Agent /:Registrar or delivered to the Paying Agent /Registrar for cancellation; (2) those Bonds for which payment has been duly provided by the Authority in accordance with the provisions of Section 36 of this Bond Order by the irrevocable deposit with the Paying Agent/Registrar, or an authorized escrow agent, of money or Government Securities, or both, in the amount necessary to fully pay the principal of, premium, if any, and interest thereon to maturity or redemption, as the case may be, provided that, if such Bonds are to be redeemed, notice of redemption thereof shall have been duly given pursuant to this Bond Order or irrevocably provided to be given to the satisfaction of the Paying Agent /Registrar, or waived; and 82600457.6 -20- (3) those Bonds that have been mutilated, destroyed, lost, or stolen and replacement Bonds have been registered and delivered in lieu thereof as provided in Section 32 of this Bond Order. CC. The term Participating Members shall have the meaning ascribed in the Contract and will include their lawful assigns under applicable law. DD. The term Previously Issued Bonds shall mean the currently outstanding and unpaid Cibolo Creek Municipal Authority Contract Revenue Bonds, Series 2014 (Southern Wastewater Treatment Plant Project), Series 2014, dated September 1, 2014, and originally issued in the principal amount of $6,950,000. EE. The term Prior Lien Obligations shall mean (i) any bonds, notes, warrants, or other evidences of indebtedness which the Authority reserves the right to issue or enter into, as the case may be, in the future under the terms and conditions provided in Section 18 of this Bond Order and which are equally and ratably secured solely by a first and prior lien on and pledge of the Net Revenues of the System and (ii) obligations hereafter issued to refund any of the foregoing if issued in a manner so as to be payable from and secured by a first and prior lien on and pledge of the Net Revenues as determined by the Board in accordance with applicable law. FF. The term Purchasers shall mean the initial purchaser or purchasers of the Bonds named in Section 33 of this Bond Order. GG. The term Special Payments shall mean the payments that the Authority will receive from the Participating Members pursuant to the terms of the Contract. HH. The term Special Project Bonds shall mean obligations which the Authority expressly reserves the right to issue in Section 20 of this Bond Order. II. The term Stated Maturity shall mean the annual principal payments of the Bonds payable on September 1 of each year, as set forth in Section 2 of this Bond Order. JJ. The term System shall mean the Authority's separate enterprise fund consisting of the works, improvements, facilities, plants, equipments, appliances, property, easements, leaseholds, licenses, privileges, right of use or enjoyment, contract rights or other interests in property comprising the regional wastewater treatment facility designated as the "Southern Wastewater Treatment Plant Project" of the Authority now owned or to be hereafter purchased, constructed or otherwise acquired whether by deed, contract or otherwise, together with any additions or extensions thereto or improvements and replacements thereof, including the Project, except the facilities which the Authority may purchase or acquire with the proceeds of the sale of Special Project Bonds, so long as such Special Project Bonds are outstanding, notwithstanding that such facilities may be physically connected with the System; provided, however, that System shall not include any other enterprise fund currently owned, operated, and maintained by the Authority. SECTION 10: Pledge of Special Pam. (a) The Authority hereby covenants and agrees that the Special Payments are hereby irrevocably pledged to the payment and security of the Bonds Similarly Secured including the establishment and maintenance of the special funds or accounts created and established for the payment and security thereof, all as hereinafter provided; and it is 82600457.6 -21 hereby ordered that the Bonds Similarly Secured, and the interest thereon, shall constitute a lien on and pledge of the Special Payments and be valid and binding without any physical delivery thereof or further act by the Authority, and the lien created hereby on the Special Payments for the payment and security of the Bonds Similarly Secured shall be prior in right and claim as to any other indebtedness, liability, or obligation of the Authority or the System payable pursuant to the terms of the Contract. The Authority shall deposit the Special Payments, as collected and received, into a separate fund and account known as the "Special Payment Account" to be utilized pursuant to the Contract and Section 13 hereof; provided, however, that the Board of Directors of the Authority may utilize any revenues, including those generated by the Contract, in excess of the Debt Service Requirements on the Bonds Similarly Secured for any lawful purpose in accordance with this Bond Order and the Contract. (b) As an additional source of payment of debt service on the Bonds, but not pledged as additional security therefor, the Authority hereby reserves the right to utilize its Net Revenues for such lawful purpose, but any use of Net Revenues for the payment of Bonds Similarly Secured debt service shall be subject to the prior lien on and pledge of the Net Revenues securing the payment of any Additional Obligations hereafter issued by the Authority. (c) Chapter 1208, . as amended, Texas Government Code, applies to the issuance of the Bonds Similarly Secured and the lien on and pledge of Special Payments granted by the Authority under subsection (a) of this Section, and such pledge is therefore valid, effective, and perfected. If Texas law is amended at any time while the Bonds Similarly Secured are outstanding and unpaid such that the pledge of the Special. Payments granted by the Authority is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, then in order to preserve to the registered owners of the Bonds Similarly Secured the perfection of the security interest in this pledge, the Board agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, as amended, Texas Business & Commerce Code and enable a filing to perfect the security interest in this pledge to occur. SECTION 1.1: Rates and Charges. For the benefit of the Holders of the Bonds Similarly Secured and in addition to all provisions and covenants in the laws of the State of Texas and in this :Bond Order, the Authority hereby expressly stipulates and agrees, while any of the Bonds Similarly Secured are Outstanding, to establish and maintain rates and charges for facilities and services afforded by the System that are reasonably expected, on the basis of available information and experience and with due allowance for contingencies, to produce Gross Revenues in each Fiscal Year sufficient: A. To pay all Maintenance and Operating Expenses, or any expenses required by statute to be a first claim on and charge against the Gross Revenues of the System; B. To produce Net Revenues, together with any other lawfully available funds, sufficient to pay the principal of and interest on any Prior Lien Obligations hereafter issued by the Authority and the amounts required to be deposited in any reserve, contingency, or redemption fund or account created for the payment and security of any Prior Lien Obligations, and any other obligations or evidences of indebtedness issued or incurred that are payable from and secured solely by a prior and first lien on and pledge of the Net Revenues of the System; 82600457.6 -22- C. To produce Net Revenues, together with any other lawfully available funds, sufficient to pay the principal of and interest on any Junior Lien Obligations hereafter issued by the Authority and the amounts required to be deposited in any reserve, contingency, or redemption fund or account created for the payment and security of any Junior Lien Obligations, and any other obligations or evidences of indebtedness issued or incurred that are payable from and secured solely by a junior and inferior lien on and pledge of the Net Revenues of the System; D. To produce Net Revenues, together with any other lawfully available funds, sufficient to pay the principal of and interest on any Inferior Lien Obligations hereafter issued by the Authority and the amounts required to be deposited in any reserve, contingency, or redemption fund or account created for the payment and security of any Inferior Lien Obligations, and any other obligations or evidences of indebtedness issued or incurred that are payable from and secured solely by a subordinate and inferior lien on and pledge of the Net Revenues of the System; and E. To produce Net Revenues, together with any other lawfully available funds, including Special Payments, to pay the principal of and interest on the Bonds Similarly Secured as the same become due and payable and to deposit the amounts required to be deposited in any reserve fund or other special fund or account created and established for the payment and security of the Bonds Similarly Secured. SECTION 12: System Fund. The Authority hereby reaffirms its covenant and agreement that the Gross Revenues of the System shall be deposited, as collected and received, into a separate fund or account to be created, established, and maintained with the Depository known as the "Cibolo Creek Municipal. Authority Southern Wastewater Treatment Plant Revenue Fund" (the "System Fund ") and that the Gross Revenues of the System shall be kept separate and apart from all other funds of the Authority. All Gross Revenues deposited into the System Fund shall be pledged and appropriated to the extent required for the following uses and in the order of priority shown: FIRST: to the payment of all necessary and reasonable Maintenance and Operating Expenses as defined herein or required by statute, to be a first charge on and claim against the Gross Revenues of the System. SECOND: to the payment of the amounts required to be deposited into the bond, reserve, contingency, or redemption funds created and established for the payment of any Prior Lien Obligations hereafter issued by the Authority as the same become due and payable. THIRD: to the payment of the amounts required to be deposited into the bond, reserve, contingency, or redemption funds created and established for the payment of any Junior Lien Obligations hereafter issued by the Authority as the same become due and payable. FOURTH: to the payment of the amounts required to be deposited into the bond, reserve, contingency, or redemption funds created and established for the payment of any Inferior Lien Obligations hereafter issued by the Authority as the same become due and payable. 82600457.6 -23- FIFTH: to the payment of the amounts that must be deposited in any reserve account or other special funds or accounts created and established for the payment and security of the Bonds Similarly Secured. Any Net Revenues remaining in the System Fund after satisfying the foregoing payments, or making adequate and sufficient provision for the payment thereof, may be appropriated and used for any other Authority purpose now or hereafter permitted by law. SECTION 13: Bond Fund — Excess Bond Proceeds. For purposes of providing funds to pay the principal of and interest on the Bonds Similarly Secured as the same become due and payable, the Authority reaffirms the creation and agrees to maintain, at the Depository, a separate and special fund or account to be created and known as the "Cibolo Creek Municipal Authority Contract Revenue Bonds (Southern Wastewater Treatment Plant Project) Interest and Sinking Fund" (the "Bond Fund "). The Authority covenants that there shall be deposited into the Bond Fund prior to each principal and interest payment date from the available Special Payments deposited into the Special Payment Account pursuant to Section 10 of this Bond Order an amount equal to one hundred per cent (1.00 %) of the amount required to fully pay the interest on and the principal of the Bonds Similarly Secured then falling due and payable, such deposits to pay maturing principal and accrued interest on the Bonds Similarly Secured to be made in substantially equal monthly installments on or before the tenth day of each month, beginning on or before the tenth day of the month next following the delivery of the Bonds to the Purchasers. If the Special Payments in any month are insufficient to make the required payments into the Bond Fund, then the amount of any deficiency in such payment shall be added to the amount otherwise required to be paid into the Bond Fund in the next month. The required monthly deposits to the Bond Fund for the payment of principal of and interest on the Bonds Similarly Secured shall continue to be made as hereinabove provided until such time as (i) the total amount on deposit in the Bond Fund is equal to the amount required to fully pay and discharge all outstanding Bonds Similarly Secured (principal and interest) or, (ii) the Bonds Similarly Secured are no longer Outstanding. Accrued interest received from the Purchasers of the Bonds shall be taken into consideration and reduce the amount of the monthly deposits hereinabove required to be deposited into the Bond Fund from the Special Payments held from time to time in the Special Payments Account. Additionally, any proceeds of the Bonds, and investment income thereon, not expended for authorized purposes shall be deposited into the Bond Fund and such amounts so deposited shall be taken into consideration and reduce the amount of monthly deposits required to be deposited into the Bond Fund from the Special Payments. SECTION 14: Deficiencies - Excess Net Revenues. A. If on any occasion there shall not be sufficient Special Payments to make the required deposits into the Bond Fund, then such deficiency shall be cured as soon as possible from the next available unallocated Special Payments, or from any other sources available for such purpose, and such payments shall be in addition to the amounts required to be paid into these Funds or accounts during such month or months. 82600457.6 -24- B. Subject to making the required deposits to the Bond Fund when and as required by this Bond Order or any order authorizing the issuance of Additional Bonds or Additional Obligations, the excess Net Revenues of the System may be used by the Authority for any lawful purpose including, but not limited to, the redemption of any Bonds Similarly Secured. SECTION 1.5: Payment of Bonds. While any of the Bonds Similarly Secured are outstanding, the Authorized Officials shall cause to be transferred to the Paying Agent /Registrar therefor, from funds on deposit in the Bond Fund, amounts sufficient to fully pay and discharge promptly each installment of interest on and principal of the Bonds Similarly Secured as such installment accrues or matures or comes due by reason of redemption or Stated Maturity; such transfer of funds must be made in such manner as will cause immediately available funds to be deposited with the Paying Agent /Registrar for the Bonds at the close of the business day next preceding the date a debt service payment is due on the Bonds Similarly Secured. SECTION 16: Investments. Funds held in any Fund or account created, established, or maintained pursuant to this Bond Order shall, at the option of the Authority, be invested as permitted by the provisions of the Public Funds Investment Act, as amended, Chapter 2256, Texas Government Code, or any other law, and secured (to the extent not insured by the Federal Deposit Insurance Corporation) by obligations of the type hereinafter described, including time deposits, certificates of deposit, guaranteed investment contracts, or similar contractual agreements, investments held in book -entry form, in securities including, but not limited to, direct obligations of the United States of America, obligations guaranteed or insured by the United States of America, which, in the opinion of the Attorney General of the United States, are backed by its full faith and credit or represent its general obligations, or invested in indirect obligations of the United States of America, including, but not limited to, evidences of indebtedness issued, insured, or guaranteed by such governmental agencies as the Federal Land Banks, Federal Intermediate Credit Banks, Banks for Cooperatives, Federal Home Loan Banks, Government National. Mortgage Association, Farmers Home Administration, Federal Home Loan Mortgage Association, or Federal Housing Association; provided that all such deposits and investments shall be made in such a manner that the money required to be expended from any Fund or account will be available at the proper time or times. Such investments (except State and Local Government Series investments held in book entry form, which shall at all times be valued at cost) shall be valued in terms of current market value within 45 days of the close of each Fiscal Year. All interest and income derived from deposits and investments in the Bond Fund immediately shall be credited to, and any losses debited to, the Bond Fund. All such investments shall be sold promptly when necessary to prevent any default in connection with the Bonds. SECTION 17: Issuance of Additional Bonds. In addition to the right to issue bonds of subordinate and inferior lien as authorized by the laws of this State of Texas, the Authority reserves the right hereafter to issue Additional. Bonds. The Additional. Bonds, when issued, shall be payable from and secured by a lien on and pledge of the Special Payments in the same manner and to the same extent as the Bonds, the currently outstanding Previously Issued Bonds, and any Bonds Similarly Secured, shall in all respects be of equal dignity. The Additional Bonds may be issued in one or more installments provided, however, that no Additional. Bonds, shall be issued unless and until the following conditions have been met: 82600457.6 -25- A. Except for a refunding to cure a default, the Authority is not then in default as to any covenant, condition or obligation prescribed in the orders authorizing the issuance of the Bonds Similarly Secured or the Contract (including any amendment or supplement thereto). B. The Participating Members (as defined in the Contract), shall have approved the resolution(s) authorizing the issuance of the Additional :Bonds as to form and content and acknowledged that the payment of principal of and interest on such Additional Bonds is payable, in whole or in part, from the Special Payments to be made by the Authority under and pursuant to the Contract. C. The Additional Bonds are made to mature on September 1 or March 1 or both in each of the years in which they are scheduled to mature. D. The order authorizing the issuance of the Additional Bonds provides for deposits to be made to the Bond Fund in amounts sufficient to pay the principal of and interest on such Additional Bonds as the same become due. The Bonds Similarly Secured may be refunded (pursuant to any law then available) upon such terms and conditions as the Board of Directors of the Authority may deem to be in the best interest of the Authority; provided, however, such refunding bonds do not have to comply with paragraph B hereof. SECTION 18: Issuance of Prior Lien Obligations. Subject to the limitations set forth in the Contract, the Authority also reserves the right to issue Prior Lien Obligations that are payable from and secured by a first and prior lien and pledge of the Net Revenues of the System. The Authority covenants and agrees, however, it will not issue any Prior Lien Obligations unless: A. Except for a refunding to cure a default, the Authority is not then in default as to any covenant, condition or obligation prescribed by the orders authorizing the issuance of the Bonds Similarly Secured. B. Each of the funds created solely for the payment of principal of and interest on the Bonds Similarly Secured contains the amounts of money then required to be on deposit therein. In addition, the Prior Lien Obligations may be refunded pursuant to any law then available upon such terms and conditions as the Board may deem to be in the best interest of the Authority and its inhabitants. SECTION 19: Obligations of Inferior Lien and Pledge. Subject to the limitations set forth in the Contract, the Authority hereby reserves the right to issue, at any time, obligations including, but not limited to, Junior Lien Obligations and Inferior Lien Obligations payable from and secured, in whole or in part, by a lien on and pledge of the Net :Revenues of the System, subordinate and inferior in rank and dignity to the lien on and pledge of such Net Revenues securing the payment of any Prior Lien Obligations hereafter issued by the Authority as may be authorized by the laws of the State of Texas. SECTION 20: Special Project Bonds. Subject to the limitations set forth in the Contract, the Authority further reserves the right to issue bonds in one or more installments for the purchase, 82600457.6 -26- construction, improvement, extension, replacement, enlargement or repair of utility facilities necessary under a contract or contracts with persons, corporations, municipal corporations, political subdivisions, or other entities, such bonds to be payable from and secured by the proceeds of such contract or contracts. The Authority further reserves the right to refund such bonds and secure the payment of the debt service requirements on the refunding bonds in the same manner or as otherwise permitted by the laws of the State of Texas. SECTION 21: Maintenance of System - Insurance. The Authority covenants, agrees, and affirms its covenants that while the Bonds Similarly Secured remain outstanding it will maintain and operate the System with all possible efficiency and maintain casualty and other insurance on the properties of the System and its operations of a kind and in such amounts customarily carried by municipal corporations in the State of Texas engaged in a similar type of business (which may include an adequate program of self- insurance); and that it will faithfully and punctually perform all duties with reference to the System required by the laws of the State of Texas. All money received from losses under such insurance policies, other than public liability policies, shall be retained for the benefit of the Holders of the Bonds Similarly Secured until and unless the proceeds are paid out in making good the loss or damage in respect of which such proceeds are received, either by replacing the property destroyed or repairing the property damaged, and adequate provision for making good such loss or damage must be made within ninety (90) days after the date of loss. The payment of premiums for all insurance policies required under the provisions hereof shall be considered Maintenance and Operating Expenses. Nothing in this Bond Order shall be construed as requiring the Authority to expend any funds which are derived from sources other than the operation of the System but nothing herein shall be construed as preventing the Authority from doing so. SECTION 22: Records and Accounts - Annual Audit. The Authority covenants, agrees, and affirms its covenants that so long as any of the Bonds Similarly Secured remain outstanding, it will keep and maintain separate and complete records and accounts pertaining to the operations of the System in which complete and correct entries shall be made of all transactions relating thereto as provided by applicable law. The Holder or Holders of any Bonds Similarly Secured or any duly authorized agent or agents of such Holders shall have the right at all reasonable times to inspect such records, accounts, and data relating thereto, and to inspect the System and all properties comprising the same. The Authority further agrees that following (and in no event later than 150 days after) the close of each Fiscal Year, it will cause an audit of such books and accounts to be made by an independent firm of certified public accountants. Expenses incurred in making the annual audit of the operations of the System are to be regarded as Maintenance and Operating Expenses. SECTION 23: Sale or Encumbrance of S,. se. While any Bonds Similarly Secured remain Outstanding, the Authority will not sell, dispose of or, except as permitted in Sections 1.7, 18, 19, and 20, further encumber the Net Revenues of the System or any substantial part thereof, provided, however, that this provision shall not prevent the Authority from disposing of any of the Project or the System which is being replaced or is deemed by the Authority to be obsolete, worn out, surplus or no longer needed for the proper operation of the System. Any agreement pursuant to which the Authority contracts with a person, corporation, municipal corporation or political subdivision to operate the System or to lease and/or operate all or part of the System shall not be considered as an encumbrance of the System. 82600457.6 -27- SECTION 24: Competition. To the extent it legally may, the Authority will not grant any franchise or permit for the acquisition, construction or operation of any competing facilities which might be used as a substitute for the System and will prohibit the operation of any such competing facilities. SECTION 25: Special Covenants. The Authority further covenants and agrees that: A. Encumbrance and Sale. (1) The Special Payments and the Net Revenues have not in any manner been pledged to the payment of any debt or obligation of the Authority except with respect to the Bonds Similarly Secured; and while any of the :Bonds Similarly Secured are Outstanding, the Authority will not, except as provided in this Bond Order, additionally encumber the Special Payments or the Net Revenues. (2) While the Bonds Similarly Secured are Outstanding, and except as specifically permitted in Section 1.7, 18, 19, and 20, of this Bond Order, the Authority shall not mortgage, pledge, encumber, sell, lease, or otherwise dispose of or impair its title to the Net Revenues of the System or any significant or substantial part thereof. B. Title. The Authority lawfully owns or will own and is or will be lawfully possessed of the lands or easements upon which its System is and will be located, and has or will purchase good and indefeasible estate in such lands in fee simple, or has or will lawfully obtain any necessary easements to operate the System, and it warrants that it has or will obtain and will defend, the title to all the aforesaid lands and easements for the benefit of the owners of the Bonds Similarly Secured against the claims and demands of all persons whomsoever, that it is lawfully qualified to pledge the Special Payments to the payment of the Bonds Similarly Secured, in the manner prescribed herein, and that it has lawfully exercised such rights. C. Liens. The Authority will from time to time and before the same become delinquent pay and discharge all taxes, assessments, and governmental charges, if any, which shall be lawfully imposed upon it, or its System, and it will pay all lawful claims for rents, royalties, labor, materials, and supplies which if unpaid might by law become a lien or charge upon its System, provided, however, that no such tax, assessment, or charge, and that no such claims which might be or other lien or charge, shall be required to be paid while the validity of the same shall be contested in good faith by the Authority. D. Performance. The Authority will faithfully perform at all times any and all covenants, undertakings, stipulations, and provisions contained in the orders authorizing the issuance of Bonds Similarly Secured, and in each and every Bond Similarly Secured and pay from the Special Payments the principal of and interest on every Bond Similarly Secured on the dates and in the places and manner prescribed in such orders and Bonds Similarly Secured; and that it will, at the times and in the manner prescribed, deposit or cause to be deposited from the Special Payments the amounts required to be deposited into the Bond Fund; and the Holder of the Bonds Similarly Secured may require the Authority, its officials, agents, and employees to carry out, respect, or enforce the covenants and obligations of this Bond Order or any order authorizing the issuance of Bonds Similarly Secured including, but without limitation, the use and filing of 82600457.6 -28- mandamus proceedings, in any court or competent jurisdiction, against the Authority, its officials, agents, and employees. E. Legal Authority. The Authority is duly authorized under the laws of the State of Texas to issue the Bonds Similarly Secured; that all action on its part for the authorization and issuance of the :Bonds Similarly Secured has been duly and effectively taken, and the Bonds Similarly Secured in the hands of the Holders thereof are and will be valid and enforceable special obligations of the Authority in accordance with their terms. F. Budget. The Authority will prepare, adopt, and place into effect an annual budget (the "Annual Budget ") for operation and maintenance of the System for each Fiscal Year, including in each Annual Budget such items as are customarily and reasonably contained in a utility system budget under generally accepted accounting procedures. G. Permits. The Authority will comply with all of the terms and conditions of any and all franchises, permits, and authorizations applicable to or necessary with respect to the System and which have been obtained from any governmental agency; and the Authority has or will obtain and keep in full force and effect all franchises, permits, authorizations, and other requirements applicable to or necessary with respect to the acquisition, construction, equipment, operation, and maintenance of the System. SECTION 26: Limited Obligations of the Authority. The Bonds Similarly Secured are limited, special obligations of the Authority payable from and equally and ratably secured solely by a lien on and pledge of the Special Payments, and the Holders thereof shall never have the right to demand payment of the principal or interest on the Bonds Similarly Secured from any funds raised or to be raised through taxation by the Authority. SECTION 27: Security of Funds. All money on deposit in the Funds or accounts for which this Bond Order makes provision (except any portion thereof as may be at any time properly invested as provided herein) shall be secured in the manner and to the fullest extent required by the laws of Texas for the security of public funds, and money on deposit in such Funds or accounts shall be used only for the purposes permitted by this Bond Order. SECTION 28: Remedies in Event of Default. In addition to all the rights and remedies provided by the laws of the State of Texas, the Authority covenants and agrees particularly that in the event the Authority (a) defaults in the payments to be made to the Bond Fund, or (b) defaults in the observance or performance of any other of the covenants, conditions, or obligations set forth in this Bond Order, the Holders of any of the Bonds Similarly Secured shall be entitled to seek a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the governing body of the Authority and other officers of the Authority to observe and perform any covenant, condition, or obligation prescribed in this Bond Order. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. The specific remedy herein provided shall be cumulative of all other existing remedies and the specification of such remedy shall not be deemed to be exclusive. 82600457.6 -29 SECTION 29: Notices to Holders Waiver. Wherever this Bond Order provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States mail, first -class postage prepaid, to the address of each Holder as it appears in the Security Register. In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Holders. Where this Bond Order provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent /Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 30: Bonds Are Negotiable Instruments. Each of the Bonds Similarly Secured authorized herein shall be deemed and construed to be a "security" and as such a negotiable instrument with the meaning of the Chapter 8 of the Texas Uniform Commercial Code. SECTION 31: Cancellation. All Bonds Similarly Secured surrendered for payment, transfer, redemption, exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and, if surrendered to the Authority, shall be delivered to the Paying Agent /Registrar and, if not already canceled, shall be promptly canceled by the Paying Agent /Registrar. The Authority may at any time deliver to the Paying Agent /Registrar for cancellation any Bonds Similarly Secured previously certified or registered and delivered which the Authority may have acquired in any manner whatsoever, and all Bonds Similarly Secured so delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled Bonds Similarly Secured held by the Paying Agent /Registrar shall be destroyed as directed by the Authority. SECTION 32: Mutilated, Destroyed, Lost, and Stolen Bonds. If (1) any mutilated Bond is surrendered to the Paying Agent /Registrar, or the Authority and the Paying Agent /Registrar receive evidence to their satisfaction of the destruction, loss, or theft of any Bond, and (2) there is delivered to the Authority and the Paying Agent /Registrar such security or indemnity as may be required to save each of them harmless, then, in the absence of notice to the Authority or the Paying Agent /Registrar that such Bond has been acquired by a bona fide purchaser, the Authority shall execute and, upon its request, the Paying Agent/Registrar shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Bond, a new Bond of the same Stated Maturity and interest rate and of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost, or stolen Bond has become or is about to become due and payable, the Authority in its discretion may, instead of issuing a new Bond, pay such Bond. Upon the issuance of any new Bond or payment in lieu thereof, under this Section, the Authority may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge imposed in relation thereto and any other expenses (including attorney's fees and the fees and expenses of the Paying Agent /Registrar) connected therewith. 82600457.6 -30- Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen Bond shall constitute a replacement of the prior obligation of the Authority, whether or not the mutilated, destroyed, lost, or stolen Bond shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Bond Order equally and ratably with all other Outstanding Bonds. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost, or stolen Bonds. SECTION 33: Sale of Bonds — Authorization of Purchase Contract — Official Statement Approval — Proceeds of Sale. The Bonds authorized by this Bond Order are hereby sold by the Authority to Hilltop Securities Inc., Dallas, Texas, as the authorized representative of a group of underwriters (the "Purchasers ", and having all the rights, benefits, and obligations of a Holder) in accordance with the provisions of a :Purchase Contract (the "Purchase Contract "), dated November 8, 2018, attached hereto as Exhibit B and incorporated herein by reference as a part of this Bond Order for all purposes and the Approval Certificate. The Initial Bond shall be registered in the name of Hilltop Securities Inc. The pricing and terms of the sale of the Bonds are hereby found and determined to be the most advantageous reasonably obtainable by the Authority. The President, Board of Directors, and the General Manager of the Authority are hereby authorized and directed to execute the Purchase Contract for and on behalf of the Authority and as the act and deed of this Board, and in regard to the approval and execution of the Purchase Contract, the Board hereby finds, determines and declares that the representations, warranties, and agreements of the Authority contained in the Purchase Contract are true and correct in all material respects and shall be honored and performed by the Authority. Delivery of the Bonds to the Purchasers shall occur as soon as practicable after the adoption of this Bond Order, upon payment therefor in accordance with the terms of the Purchase Contract. Furthermore, the Authority hereby ratifies, confirms, and approves in all respects (i) the Authority's prior determination that the Preliminary Official Statement was, as of its date, "deemed final" in accordance with the Rule (hereinafter defined), and (ii) the use and distribution of the Preliminary Official. Statement by the Purchasers in connection with the public offering and sale of the Bonds. The final Official Statement, being a modification and amendment of the Preliminary Official Statement to reflect the terms of sale, attached as Exhibit A to the Purchase Contract (together with such changes approved by the President of the Board and Secretary of the Board and the General Manager of the Authority, any one or more of said officials), shall be and is hereby in all respects approved and the Purchasers are hereby authorized to use and distribute the final Official Statement, dated November 8, 2018, in the reoffering, sale and delivery of the Bonds to the public. The President of the Board and Secretary of the Board are further authorized and directed to manually execute and deliver for and on behalf of the Authority copies of the Official Statement in final form as may be required by the Purchasers, and such final Official Statement in the form and content manually executed by said officials shall be deemed to be approved by the Board and constitute the Official Statement authorized for distribution and use by the :Purchasers. The proper officials of the Authority are hereby authorized to execute and deliver a certificate pertaining to such Official Statement as prescribed therein, dated as of the date of payment for and delivery of the Bonds. 82600457.6 -31- Proceeds from the sale of the Bonds shall be applied as follows: (1) Accrued interest in the amount of $ be deposited into the Bond Fund. received from the Purchasers shall (2) Original issue reoffering premium from the sale of the Bond of $ which is hereby allocated by the Authority in the following manner: (a) $ to pay the Purchasers' compensation, (b) $ to pay the Insurer's premium pursuant to the Insurance Policy, (c) $ to pay certain other costs of issuance, and (d) $ shall be deposited to the Authority's construction fund as described in paragraph (3) below. (3) The amount of $ (including a portion of the original reoffering premium in the amount of $ ) derived from the sale of the Bonds (after paying costs of issuance) shall be deposited into the Authority's construction fund (the "Construction Fund ") created for the projects to be constructed with the proceeds of the Bonds. This Construction Fund shall be established and maintained at the Depository and shall be invested in accordance with the provisions of Section 16 of this Bond Order. Interest earned on the proceeds of the Bonds pending completion of construction of the projects financed with such proceeds shall be accounted for, maintained, deposited, and expended as permitted by the provisions of Chapter 1201, as amended, Texas Government Code, or as required by any other applicable law. Thereafter, such amount shall be expended in accordance with Section 13 of this Bond Order. SECTION 34: Covenants to Maintain Tax - Exempt Status. A. Definitions. When used in this Section, the following terms have the following meanings: "Closing Date " means the date on which the Bonds are first authenticated and delivered to the initial purchasers against payment therefor. "Code" means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. "Computation Date" has the meaning set forth in Section 1.1.48 -1(b) of the Regulations. "Gross Proceeds" means any proceeds as defined in Section 1.148 -1(b) of the Regulations, and any replacement proceeds as defined in Section 1.148 -1(c) of the Regulations, of the Bonds. "Investment" has the meaning set forth in Section 1.148 -1(b) of the Regulations. "Nonpurpose Investment" means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested and which is not acquired to carry out the governmental purposes of the Bonds. 82600457.6 -32- "Rebate Amount" has the meaning set forth in Section 1.148 -1(b) of the Regulations. "Regulations " means any proposed, temporary, or final Income Tax Regulations issued pursuant to sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code of 1954, . which are applicable to the Bonds. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. "Yield" of (1) any Investment has the meaning set forth in Section 1.1.48 -5 of the Regulations; and (2) the Bonds has the meaning set forth in Section 1.148 -4 of the Regulations. B. Not to Cause Interest to Become Taxable. The Authority shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed directly or indirectly with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Bond to become includable in the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the Authority receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Bond, the Authority shall comply with each of the specific covenants in this Section. C. No Private Use or Private Pam. Except as would not cause the Bonds to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the Authority shall at all times prior to the last Stated Maturity of Bonds: (1) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Bonds, and not use or permit the use of such Gross Proceeds (including all contractual arrangements with terms different than those applicable to the general public) or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the United States or any agency, department and instrumentality thereof) other than a state or local government, unless such use is solely as a member of the general public; and (2) not directly or indirectly impose or accept any charge or other payment by any person or entity who is treated as using Gross Proceeds of the Bonds or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds, other than taxes of general application within the Authority or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. 82600457.6 -33- D. No Private Loan. Except as would not cause the Bonds to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the Authority shall not use Gross Proceeds of the Bonds to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be "Loaned" to a person or entity if. (1) property acquired, constructed or improved with such 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 any property acquired, constructed or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. E. Not to Invest at Higher Yield. Except as would not cause the Bonds to become "arbitrage bonds" within the meaning of section 1.48 of the Code and the Regulations and rulings thereunder, the Authority shall not at any time prior to the final Stated Maturity of the Bonds directly or indirectly invest Gross Proceeds in any Investment, if as a result of such investment the Yield of any Investment acquired with Gross Proceeds, whether then held or previously disposed of, materially exceeds the Yield of the Bonds. F. Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the Regulations and rulings thereunder, the Authority shall not take or omit to take any action which would cause the Bonds to be federally guaranteed within the meaning of section 149(b) of the Code and the Regulations and rulings thereunder. G. Information Report. The Authority shall timely file the information required by section 149(e) of the Code with the Secretary of the Treasury on Form 8038 -G or such other form and in such place as the Secretary may prescribe. H. Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(f) of the Code and the Regulations and rulings thereunder, or except to the extent the Authority complies with Subsection J of this Section:: (1) The Authority shall 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 accounting for at least six years after the day on which the last Outstanding Bond is discharged. However, to the extent permitted by law, the Authority may commingle Gross :Proceeds of the Bonds with other money of the Authority, provided that the Authority separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date, the Authority shall calculate the Rebate Amount in accordance with rules set forth in section 1.48(f) of the Code and the Regulations and rulings thereunder. The Authority shall maintain such calculations with its official transcript of proceedings relating to the issuance of the Bonds until six years after the final Computation Date. 82600457.6 -34- (3) As additional consideration for the purchase of the Bonds by the Purchasers and the loan of the money represented thereby and in order to induce such purchase by measures designed to insure the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, the Authority shall pay to the United States out of the Interest And Sinking Fund or its general fund, as permitted by applicable Texas statute, regulation or opinion of the Attorney General of the State of Texas, the amount that when added to the future value of previous rebate payments made for the Bonds equals i) in the case of a Final Computation Date as defined in Section 1.148- 3(e)(2) of the Regulations, one hundred percent (1.00 %) of the Rebate Amount on such date; and ii) in the case of any other Computation Date, ninety percent (90 %) of the Rebate Amount on such date. In all cases, the rebate payments shall be made at the times, in the installments, to the place and in the manner as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder, and shall be accompanied by Form 8038 -T or such other forms and information as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder. (4) The Authority shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and (3), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter, (and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under Section 1.148 -3(h) of the Regulations. L Not to Divert Arbitrage Profits. Except to the extent permitted by section 1.48 of the Code and the Regulations and rulings thereunder, the Authority shall not, at any time prior to the earlier of the Stated Maturity or final payment of the Bonds, 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 Bonds not been relevant to either party. J. No Rebate Required. The Authority need not comply with the covenants and duties imposed by the provisions of Subsection H. of this Section if: (1) the Authority is a governmental unit with general taxing powers; (2) 95% of the Net Proceeds of the Bonds and all income from the investment thereof will be used for the governmental activities of the Authority; (3) the aggregate face amount, within the meaning of Section 1. 148 8(c)(1) of the Regulations, of all debt obligations (other than private activity bonds) issued or expected to be issued by the Authority or any subordinate entity in the calendar year in which the Bonds are issued is not reasonably expected to exceed $5,000,000; and (4) the Authority otherwise satisfies the requirements of paragraph (4)(c) of section 148(f) of the Code and Section 1.148 8 of the Regulations and rulings thereunder 82600457.6 -35- K. Bonds Not Hedge Bonds. (1) The Authority reasonably expects to spend at least 85% of the spendable proceeds of the Bonds within three years after such Bonds are issued. (2) Not more than 50% of the proceeds of the Bonds will be invested in Nonpurpose Investments having a substantially guaranteed Yield for a period of 4 years or more. L. Elections. The Authority hereby directs and authorizes the President and Secretary of the Board or the General Manager of the Authority, either or any combination of the foregoing, to make such elections in the Certificate as to Tax Exemption or similar or other appropriate certificate, form, or document permitted or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with the Bonds. Such elections shall be deemed to be made on the Closing Date. M. Qualified Tax - Exempt Obligations. The Authority hereby designates the Bonds as qualified tax - exempt obligations for purposes of section 265(b) of the Code. In furtherance of such designation, the Authority represents, covenants and warrants the following: (a) during the calendar year in which the Bonds are issued, the Authority (including any subordinate entities) has not designated nor will designate obligations, which when aggregated with the Bonds, will result in more than $10,000,000 of "qualified tax - exempt obligations" being issued; (b) the Authority reasonably anticipates that the amount of tax- exempt obligations issued during the calendar year 2018 by the Authority (including any subordinate entities) will not exceed $10,000,000; and the Authority will take such action or refrain from such action as is necessary in order that the Bonds will not be considered "private activity bonds" within the meaning of section 141 of the Code. SECTION 35: Control and Custody of Bonds. The President, Board of Directors shall be and is hereby authorized to take and have charge of all necessary orders and records pending investigation by the Attorney General of the State of Texas and shall take and have charge and control of the Bonds pending their approval by the Attorney General, the registration thereof by the Comptroller of Public Accounts and the delivery of the Bonds to the Purchasers. Furthermore, the President, Board of Directors, Secretary, Board of Directors, General Manager of the Authority, or General. Counsel, either or all, are hereby authorized and directed to furnish and execute such documents relating to the Authority and its financial affairs as may be necessary for the issuance of the Bonds, the approval of the Attorney General and their registration by the Comptroller of Public Accounts and, together with the Authority's Financial Advisor, Bond Counsel, and the Paying Agent /Registrar, make the necessary arrangements for the delivery of the Initial Bonds to the Purchasers. SECTION 36: Satisfaction of Obligation of Authority. If the Authority shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Bonds Similarly Secured, at the times and in the manner stipulated in this Bond Order, then the lien on and pledge of Special Payments under this Bond Order and all covenants, agreements, and other obligations. of the Authority to the Holders shall thereupon cease, terminate, and be discharged and satisfied. 82600457.6 -36- Bonds Similarly Secured, or any principal amount(s) thereof, shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when (i) money sufficient to pay in full such Bonds Similarly Secured or the principal amount(s) thereof at Stated Maturity or to the redemption date therefor, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar or an authorized escrow agent, and /or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities will mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any money deposited therewith, if any, to pay when due the principal of and interest on such Bonds Similarly Secured, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent /Registrar have been made) the redemption date thereof for the Bonds Similarly Secured. In the event of a defeasance of the Bonds, the Authority shall deliver a certificate from its financial advisor, the Paying Agent /Registrar, an independent accounting firm, or another qualified third party concerning the deposit of cash and /or Government Securities to pay, when due, the principal of, redemption premium (if any), and interest due on any defeased Bonds. As and to the extent applicable, if at all, the Authority covenants that no deposit of money or Government Securities will be made under this Section and no use made of any such deposit which would cause the Bonds Similarly Secured to be treated as arbitrage bonds within the meaning of section 148 of the Code (as defined in Section 34). Any money so deposited with the Paying Agent /Registrar, and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Bonds Similarly Secured, or any principal amount(s) thereof, or interest thereon with respect to which such money has been so deposited shall be remitted to the Authority or deposited as directed by the Authority. Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Bonds Similarly Secured and remaining unclaimed for a period of four (4) years after the Stated Maturity, or applicable redemption date, of the :Bonds Similarly Secured such money was deposited and is held in trust to pay shall upon the request of the Authority be remitted to the Authority against a written receipt therefor, subject to the unclaimed property laws of the State of Texas. Notwithstanding any other provision of this Bond Order to the contrary, it is hereby provided that any determination not to redeem defeased Bonds Similarly Secured that is made in conjunction with the payment arrangements specified in (i) or (ii) above shall not be irrevocable, provided that: (1) in the proceedings providing for such defeasance, the Authority expressly reserves the right to call the defeased Bonds Similarly Secured for redemption; (2) gives notice of the reservation of that right to the owners of the defeased Bonds Similarly Secured immediately following the defeasance; (3) directs that notice of the reservation be included in any redemption notices that it authorizes; and (4) at the time of the redemption, satisfies the conditions of (i) or (ii) above with respect to such defeased debt as though it was being defeased at the time of the exercise of the option to redeem the defeased Bonds Similarly Secured, after taking the redemption into account in determining the sufficiency of the provisions made for the payment of the defeased Bonds Similarly Secured. 82600457.6 -37- SECTION 37: Bond Order a Contract; Amendments - Outstanding Bonds Similarly Secured. The Authority acknowledges that the covenants and obligations of the Authority herein contained are a material inducement to the purchase of the Bonds Similarly Secured. This Bond Order shall constitute a contract with the Holders from time to time, binding on the Authority and its successors and assigns, and it shall not be amended or repealed by the Authority so long as any Bond Similarly Secured remains Outstanding except as permitted in this Section. The Authority may, without the consent of any Holders, from time to time and at any time, amend this Bond Order in any manner not detrimental to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the Authority may, with the written consent of Holders holding a majority in aggregate principal amount of the Bonds Similarly Secured then Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Bond Order; provided that, without the consent of all Holders of Outstanding Bonds Similarly Secured, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the principal of and interest on the Bonds Similarly Secured, reduce the principal amount thereof or the rate of interest thereon, or in any other way modify the terms of payment of the principal of or interest on the Bonds Similarly Secured, (2) give any preference to any Bond Similarly Secured over any other Bond Similarly Secured, or (3) reduce the aggregate principal amount of Bonds Similarly Secured required for consent to any such amendment, addition, or rescission. SECTION 38: Printed Opinion. The Purchasers' obligation to accept delivery of the Bonds is subject to its being ftirnished a final opinion of Norton Rose Fulbright US LLP, San Antonio, Texas, as Bond Counsel, approving certain legal matters as to the Bonds, said opinion to be dated and delivered as of the date of initial delivery and payment for such Bonds. Printing of a true and correct copy of said opinion on the reverse side of each of said Bonds, with appropriate certificate pertaining thereto executed by facsimile signature of the Secretary of the Board is hereby approved and authorized. SECTION 39: CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on the definitive Bonds shall be of no significance or effect as regards the legality thereof, and neither the Authority nor attorneys approving said Bonds as to legality are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Bonds. SECTION 40: Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 41: Benefits of Bond Order. Nothing in this Bond Order, expressed or implied, is intended or shall be construed to confer upon any person other than the Authority, Bond Counsel, Paying Agent/Registrar, Purchasers, and the Holders, any right, remedy, or claim, legal or equitable, under or by reason of this Bond Order or any provision hereof, this Bond Order and all its provisions being intended to be and being for the sole and exclusive benefit of the Authority, Bond Counsel, the Paying Agent/Registrar, Purchasers, and the Holders. SECTION 42: Inconsistent Provisions. All orders and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Bond Order are hereby repealed to the 82600457.6 -38- extent of such conflict, and the provisions of this Bond Order shall be and remain controlling as to the matters ordered herein. SECTION 43: Governing Law. This Bond Order shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 44: Severability. If any provision of this Bond Order or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Bond Order and the application of such provision to other persons and circumstances shall nevertheless be valid, and the Board hereby declares that this Bond Order would have been enacted without such invalid provision. SECTION 45: Incorporation of Preamble Recitals. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Bond Order for all purposes and are adopted as a part of the judgment and findings of the Board. SECTION 46: Authorization of Paying Agent/Registrar ; Agreement. The Board hereby finds and determines that it is in the best interest of the Authority to authorize the execution of a Paying Agent/Registrar Agreement pertaining to the payment, registration, transferability, and exchange of the Bonds. A copy of the Paying Agent /Registrar Agreement is attached hereto, in substantially final form, as Exhibit A and is incorporated by reference to the provisions of this Bond Order. SECTION 47: Public Meeting. It is officially found, determined, and declared that the meeting at which this Bond Order is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Bond Order, was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION 48: Continuing Disclosure Undertaking. A. Definitions. As used in this Section, the following terms have the meanings ascribed to such terms 104o's EMMA means the MSRB's Electronic Municipal Market Access system, accessible by the general public, without charge, on the internet through the uniform resource locator (URL) http://www.emma.msrb.org. MSRB means the Municipal Securities Rulemaking Board. Rule means SEC Rule 15c2 -1.2, as amended from time to time. SEC means the United States Securities and Exchange Commission. 82600457.6 -39- B. Annual Reports. The Authority shall file annually with the MSRB within six months after the end of each fiscal year of the Authority ending in or after 2018, . financial information and operating data with respect to the Authority of the general type included in the final Official Statement authorized by Section 33 of this Bond Order, being the information described in Exhibit C hereto. Under current Texas law, the Authority must have its records and accounts audited annually and shall have an annual financial statement prepared based on the audit. The annual financial statement, including the auditor's opinion on the statement, shall be filed in the office of the Secretary, Board of Directors, within 180 days after the last day of the Authority's fiscal year. Additionally, upon the filing of this financial statement and the annual audit, these documents are subject to the Texas Open Records Act, as amended, Texas Government Code, Chapter 552. If the Authority changes its fiscal year, it will file notice of such change (and of the date of the new fiscal year end) with the MSRB prior to the next date by which the Authority otherwise would be required to provide financial information and operating data pursuant to this Section. C. Notice of Certain Events. The Authority shall file notice of any of the following events with respect to the Bonds to the MSRB in a timely manner and not more than 10 business days after occurrence of the event: (1) Principal and interest payment delinquencies; (2) Non- payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements reflecting financial difficulties; (5) Substitution of credit or liquidity providers, or their failure to perform; (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 -TEB), or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; (7) Modifications to rights of holders of the Bonds, if material; (8) Bond calls, if material, and tender offers; (9) Defeasances; (10) Release, substitution, or sale of property securing repayment of the Bonds, if material; (1.1) Rating changes; 82600457.6 -40- (12) Bankruptcy, insolvency, receivership, or similar event of the Authority, which shall occur as described below; (13) The consummation of a merger, consolidation, or acquisition involving the Authority or the sale of all or substantially all of its assets, other than in the ordinary course of business, the entry into of a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (14) Appointment of a successor or additional paying agent /registrar or the change of name of a paying agent/registrar, if material. For these purposes, any event described in the immediately preceding paragraph (12) is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the Authority in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Authority, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Authority. The Authority shall file notice with the MSRB, in a timely manner, of any failure by the Authority to provide financial information or operating data in accordance with this Section by the time required by this Section. D. Limitations Disclaimers and Amendments. The Authority shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the Authority remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except that the Authority in any event will give notice of any deposit that causes the Bonds to be no longer Outstanding. The provisions of this Section are for the sole benefit of the holders and beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The Authority undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that maybe relevant or material to a complete presentation of the Authority's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The Authority does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell :Bonds at any future date. UNDER NO CIRCUMSTANCES SHALL THE AUTHORITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM 82600457.6 -41- ANY BREACH BY THE AUTHORITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the Authority in observing or performing its obligations under this Section shall constitute a breach of or default under this Bond Order for purposes of any other provision of this Bond Order. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the Authority under federal and state securities laws. The provisions of this Section may be amended by the Authority 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 Authority, but only if (l) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a) the holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Bond Order that authorizes such an amendment) of the Outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the Authority (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the holders and beneficial owners of the Bonds. The Authority may also repeal or amend the provisions of this Section if the SEC amends or repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment that such provisions of the Rule are invalid, and the Authority also may amend the provisions of this Section in its discretion in any other manner or circumstance, but in either case only if and to the extent that the provisions of this sentence would not have prevented an underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds, giving effect to (a) such provisions as so amended and (b) any amendments or interpretations of the Rule. If the Authority so amends the provisions of this Section, the Authority 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. E. Information Format — Incorporation by Reference. The Authority information required under this Section shall be filed with the MSRB through EMMA in such format and accompanied by such identifying information as may be specified from time to time thereby. Under the current rules of the MSRB, continuing disclosure documents submitted to EMMA must be in word - searchable portable document format (PDF) files that permit the document to be saved, viewed, printed, and retransmitted by electronic means and the series of obligations to which such continuing disclosure documents relate must be identified by CUSIP number or numbers. 82600457.6 -42- Financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document) available to the public through EMMA or filed with the SEC. SECTION 49: Book- Entry Only System. It is intended that the Bonds initially be registered so as to participate in a securities depository system (the "DTC System ") with the Depository Trust Company, New York, New York, or any successor entity thereto ( "DTC "), as set forth herein. Each Stated Maturity of the Bonds shall be issued (following cancellation of the Initial. Bond described in Section 7) in the form of a separate single definitive Bond. Upon issuance, the ownership of each such Bond shall be registered in the name of Cede & Co., as the nominee of DTC, and all of the Outstanding Bonds shall be registered in the name of Cede & Co., as the nominee of DTC. The Authority and the Paying Agent/Registrar are authorized to execute, deliver, and take the actions set forth in such letters to or agreements with DTC as shall be necessary to effectuate the DTC System, including the Letter of Representations attached hereto as Exhibit D (the "Representation Letter "). With respect to the Bonds registered in the name of Cede & Co., as nominee of DTC, the Authority and the Paying Agent/Registrar shall have no responsibility or obligation to any broker - dealer, bank, or other financial institution for which DTC holds the Bonds from time to time as securities depository (a "Depository Participant ") or to any person on behalf of whom such a Depository Participant holds an interest in the Bonds (an "Indirect Participant "). Without limiting the immediately preceding sentence, the Authority and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any Depository Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Depository Participant or any other person, other than a registered owner of the Bonds, as shown on the Security Register, of any notice with respect to the :Bonds, including any notice of redemption, or (iii) the delivery to any Depository Participant or any Indirect Participant or any other Person, other than a Holder of a Bond, of any amount with respect to principal of, premium, if any, or interest on the Bonds. While in the DTC System, no person other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a bond certificate evidencing the obligation of the Authority to make payments of principal, premium, if any, and interest pursuant to this Bond Order. 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 Bond Order with respect to interest checks or drafts being mailed to the Holder, the word "Cede & Co." in this Bond Order shall refer to such new nominee of DTC. In the event that (a) the Authority determines that DTC is incapable of discharging its responsibilities described herein and in the Representation. Letter, (b) the Representation Letter shall be terminated for any reason, or (c) DTC or the Authority determines that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the Authority shall notify the Paying Agent /Registrar, DTC, and the Depository Participants of the availability within a reasonable period of time through DTC of bond certificates, and the Bonds shall no longer be restricted to being registered in the name of Cede & Co., as nominee of DTC. At that time, the Authority may determine that the Bonds shall be registered in the name of and 82600457.6 -43- deposited with a successor depository operating a securities depository system, as may be acceptable to the Authority, or such depository's agent or designee, and if the Authority and the Paying Agent/Registrar do not select such alternate securities depository system then the Bonds may be registered in whatever name or names the Holders of Bonds transferring or exchanging the Bonds shall designate, in accordance with the provisions hereof. Notwithstanding any other provision of this Bond Order to the contrary, so long as any Bond is 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 Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Representation Letter. SECTION 50: Unavailability of Authorized Publication. If, because of the temporary or permanent suspension of any newspaper, journal, or other publication, or, for any reason, publication of notice cannot be made meeting any requirements herein established, any notice required to be published by the provisions of this Bond Order shall be given in such other manner and at such time or times as in the judgment of the Authority or of the Paying Agent /Registrar shall most effectively approximate such required publication and the giving of such notice in such manner shall for all purposes of this Bond Order be deemed to be in compliance with the requirements for publication thereof. SECTION 51: No Recourse Against Authority Officials. No recourse shall be had for the payment of principal of, premium, if any, or interest on any Bond or for any claim based thereon or on this Bond Order against any official of the Authority or any person executing any Bond. SECTION 52: Provisions Relating to Bond Insurance. [TO BE UPDATED] Notwithstanding anything to the contrary contained in this Bond Order, the following provisions shall be effective as long as any Bond is insured by the Insurer pursuant to the Insurance Policy: A. The Insurer shall be deemed to be the sole holder of the Insured Bonds for the purpose of exercising any voting right or privilege or giving any consent or direction or taking any other action that the holders of the Bonds insured by it are entitled to take pursuant to the Bond Order pertaining to (i) defaults and remedies and (ii) the duties and obligations of the Paying Agent. In furtherance thereof and as a term of the Bond Order and each Bond, the Paying Agent and each Bondholder appoint the Insurer as their agent and attorney -in -fact and agree that the Insurer may at any time during the continuation of any proceeding by or against the Issuer under the United States Bankruptcy Code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an "Insolvency Proceeding ") direct all matters relating to such Insolvency Proceeding, including without limitation, (A) all matters relating to any claim or enforcement proceeding in connection with an Insolvency Proceeding (a "Claim "), (B) the direction of any appeal of any order relating to any Claim, (C) the posting of any surety, supersedeas or performance bond pending any such appeal, and (D) the right to vote to accept or reject any plan of adjustment. In addition, the Paying Agent and each Bondholder delegate and assign to the Insurer, to the fullest extent permitted by law, the rights of the Paying Agent and each Bondholder in the conduct of any Insolvency Proceeding, including, without limitation, all rights of any party to an adversary proceeding or action with respect to any court order issued in connection with any such Insolvency Proceeding. Remedies granted to the Bondholders shall expressly include mandamus. 82600457.6 -44- B. The security for the Bonds shall include a pledge of any agreement with any underlying obligor that is a source of payment for the Bonds and a default under any such agreement shall constitute a default under the Bond Order. C. No grace period for a covenant default shall exceed 30 days or be extended for more than 60 days, without the prior written consent of the Insurer. No grace period shall be permitted for payment defaults. D. The Insurer shall be included as a third party beneficiary to the Bond Order. E. Upon the occurrence of an extraordinary optional, special or extraordinary mandatory redemption in part, the selection of Bonds to be redeemed shall be subject to the approval of the Insurer. The exercise of any provision of the Bond Order which permits the purchase of Bonds in lieu of redemption shall require the prior written approval of the Insurer if any Bond so purchased is not cancelled upon purchase. F. Any amendment, supplement, modification to, or waiver of, the Bond Order or any other transaction document, including any underlying security agreement (each a "Related Document "), that requires the consent of Bondowners or adversely affects the rights and interests of the Insurer shall be subject to the prior written consent of the Insurer. G. Unless the Insurer otherwise directs, upon the occurrence and continuance of a default or an event which with notice or lapse of time would constitute a default, amounts on deposit in the Construction Fund shall not be disbursed, but shall instead be applied to the payment of debt service or redemption price of the Bonds. H. The rights granted to the Insurer under the Bond Order or any other Related Document to request, consent to or direct any action are rights granted to the Insurer in consideration of its issuance of the Insurance Policy. Any exercise by the Insurer of such rights is merely an exercise of the Insurer's contractual rights and shall not be construed or deemed to be taken for the benefit, or on behalf, of the Bondholders and such action does not evidence any position of the Insurer, affirmative or negative, as to whether the consent of the Bondowners or any other person is required in addition to the consent of the Insurer. I. Only (1) cash, (2) non - callable direct obligations of the United States of America ( "Treasuries "), (3) evidences of ownership of proportionate interests in future interest and principal payments on Treasuries held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor and the underlying Treasuries are not available to any person claiming through the custodian or to whom the custodian may be obligated, (4) subject to the prior written consent of the Insurer, pre - refunded municipal obligations rated "AAA" and "Aaa" by S &P (hereinafter defined) and Moody's (hereinafter defined), respectively, or (5) subject to the prior written consent of the Insurer, securities eligible for "AAA" defeasance under then existing criteria of S &P or any combination thereof, shall be used to effect a net defeasance of the Bonds unless the Insurer otherwise approves. To accomplish a net defeasance, the Issuer shall cause to be delivered (i) a report of an independent firm of nationally recognized certified public accountants or such other accountant as 82600457.6 -45- shall be acceptable to the Insurer ( "Accountant ") verifying the sufficiency of the escrow established to pay the Bonds in full on the maturity or redemption date ( "Verification "), (ii) an Escrow Deposit Agreement (which shall be acceptable in form and substance to the Insurer), (iii) an opinion of nationally recognized bond counsel to the effect that the Bonds are no longer "Outstanding" under the Bond Order and (iv) a certificate of discharge of the :Paying Agent with respect to the Bonds; each Verification and defeasance opinion shall be acceptable in form and substance, and addressed, to the Issuer, Paying Agent and Insurer. The Insurer shall be provided with final drafts of the above - referenced documentation not less than five business days prior to the funding of the escrow. Bonds shall be deemed "Outstanding" under the Bond Order unless and until they are in fact paid and retired or the above criteria are met. J. Amounts paid by the Insurer under the Insurance Policy shall not be deemed paid for purposes of the Bond Order and the Bonds relating to such payments shall remain Outstanding and continue to be due and owing until paid by the Issuer in accordance with the Bond Order. The Bond Order shall not be discharged unless all amounts due or to become due to the Insurer have been paid in full or duly provided for. K. Each of the Issuer and Paying Agent covenant and agree to take such action (including, as applicable, filing of UCC financing statements and continuations thereof) as is necessary from time to time to preserve the priority of the pledge of the Bond Order under applicable law. L. Claims Upon the Insurance Policy and Payments by and to the Insurer. If, on the third Business Day prior to the related scheduled interest payment date or principal payment date ( "Payment Date ") there is not on deposit with the Paying Agent, after making all transfers and deposits required under the Bond Order, moneys sufficient to pay the principal of and interest on the Bonds due on such Payment Date, the Paying Agent shall give notice to the Insurer and to its designated agent (if any) (the "Insurer's Fiscal Agent ") by telephone or telecopy of the amount of such deficiency by 12:00 noon, New York City time, on such Business Day. If, on the second Business Day prior to the related Payment Date, there continues to be a deficiency in the amount available to pay the principal of and interest on the Bonds due on such Payment Date, the Paying Agent shall make a claim under the Insurance Policy and give notice to the Insurer and the Insurer's Fiscal Agent (if any) by telephone of the amount of such deficiency, and the allocation of such deficiency between the amount required to pay interest on the Bonds and the amount required to pay principal of the Bonds, confirmed in writing to the Insurer and the Insurer's Fiscal Agent by 12:00 noon, New York City time, on such second Business Day by filling in the form of Notice of Claim and Certificate delivered with the Insurance Policy. The Paying Agent shall designate any portion of payment of principal on Bonds paid by the Insurer, whether by virtue of mandatory sinking fund redemption, maturity or other advancement of maturity, on its books as a reduction in the principal amount of Bonds registered to the then current Bondholder, whether DTC or its nominee or otherwise, and shall issue a replacement Bond to the Insurer, registered in the name of Assured Guaranty Municipal Corp., in a principal amount equal to the amount of principal so paid (without regard to authorized 82600457.6 -46- denominations); provided that the Paying Agent's failure to so designate any payment or issue any replacement Bond shall have no effect on the amount of principal or interest payable by the Issuer on any Bond or the subrogation rights of the Insurer. The Paying Agent shall keep a complete and accurate record of all funds deposited by the Insurer into the Policy Payments Account (defined below) and the allocation of such funds to payment of interest on and principal of any Bond. The Insurer shall have the right to inspect such records at reasonable times upon reasonable notice to the Paying Agent. Upon payment of a claim under the Insurance Policy, the Paying Agent shall establish a separate special purpose trust account for the benefit of :Bondholders referred to herein as the "Policy Payments Account" and over which the Paying Agent shall have exclusive control and sole right of withdrawal. The Paying Agent shall receive any amount paid under the Insurance Policy in trust on behalf of Bondholders and shall deposit any such amount in the Policy Payments Account and distribute such amount only for purposes of making the payments for which a claim was made. Such amounts shall be disbursed by the Paying Agent to Bondholders in the same manner as principal and interest payments are to be made with respect to the Bonds under the sections hereof regarding payment of Bonds. It shall not be necessary for such payments to be made by checks or wire transfers separate from the check or wire transfer used to pay debt service with other funds available to make such payments. Notwithstanding anything herein to the contrary, the Issuer agrees to pay to the Insurer (i) a sum equal to the total of all amounts paid by the Insurer under the Insurance Policy (the "Insurer Advances "); and (ii) interest on such Insurer Advances from the date paid by the Insurer until payment thereof in full, payable to the Insurer at the Late Payment Rate per annum (collectively, the "Insurer Reimbursement Amounts "). "Late Payment Rate" means the lesser of (a) the greater of (i) the per annum rate of interest, publicly announced from time to time by JPMorgan Chase Bank at its principal office in The City of New York, as its prime or base lending rate (any change in such rate of interest to be effective on the date such change is announced by JPMorgan Chase Bank) plus 3 %, and (ii) the then applicable highest rate of interest on the Bonds and (b) the maximum rate permissible under applicable usury or similar laws limiting interest rates, including Chapter 1204, as amended, Texas Government Code. The Late Payment Rate shall be computed on the basis of the actual number of days elapsed over a year of 360 days. The Issuer hereby covenants and agrees that the Insurer Reimbursement Amounts are secured by a lien on and pledge of the Bond Order and payable from such Bond Order on a parity with debt service due on the Bonds. Funds held in the Policy Payments Account shall not be invested by the Paying Agent and may not be applied to satisfy any costs, expenses or liabilities of the Paying Agent. Any funds remaining in the Policy Payments Account following a Bond payment date shall promptly be remitted to the Insurer. M. The Insurer shall, to the extent it makes any payment of principal of or interest on the Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Insurance Policy (which subrogation rights shall also include the rights of any such recipients in connection with any Insolvency Proceeding). Each obligation of the Issuer to the Insurer under the Related Documents shall survive discharge or termination of such Related Documents. 82600457.6 -47- N. The Issuer shall pay or reimburse the Insurer, to the extent permitted by Texas law and subject to annual appropriation, any and all charges, fees, costs and expenses that the Insurer may reasonably pay or incur in connection with (i) the administration, enforcement, defense or preservation of any rights or security in any Related Document; (ii) the pursuit of any remedies under the Bond Order or any other Related Document or otherwise afforded by law or equity, (iii) any amendment, waiver or other action with respect to, or related to, the Bond Order or any other Related Document whether or not executed or completed, or (iv) any litigation or other dispute in connection with the Bond Order or any other Related Document or the transactions contemplated thereby, other than costs resulting from the failure of the Insurer to honor its obligations under the Insurance Policy. The Insurer reserves the right to charge a reasonable fee as a condition to executing any amendment, waiver or consent proposed in respect of the Bond Order or any other Related Document. O. After payment of reasonable expenses of the Paying Agent, the application of funds realized upon default shall be applied to the payment of expenses of the Issuer or rebate only after the payment of past due and current debt service on the Bonds. P. The Insurer shall be entitled to pay principal or interest on the Bonds that shall become Due for Payment but shall be unpaid by reason of Nonpayment by the Issuer (as such terms are defined in the Insurance Policy) and any amounts due on the Bonds as a result of acceleration of the maturity thereof in accordance with the Bond Order, whether or not the Insurer has received a Notice of Nonpayment (as such terms are defined in the Insurance Policy) or a claim upon the Insurance Policy. Q. The notice address of the Insurer is: Assured Guaranty Municipal Corp., 31 West 52nd Street, New York, New York 10019, Attention: Managing Director — Surveillance, Re: Policy No. 216281 -N Telephone: (212) 826 0100; Telecopier: (212) 339 3556. In each case in which notice or other communication refers to a default, then a copy of such notice or other communication shall also be sent to the attention of the General Counsel and shall be marked to indicate "URGENT MATERIAL ENCLOSED." R. The Insurer shall be provided with the following information by the Issuer or Paying Agent, as the case may be: (1) Annual audited financial statements within 150 days after the end of the Issuer's fiscal year (together with a certification of the Issuer that it is not aware of any default or default under the Bond Order), and the Issuer's annual budget within 30 days after the approval thereof together with such other information, data or reports as the Insurer shall reasonably request from time to time; (2) Notice of any default known to the Paying Agent or Issuer within five Business Days after knowledge thereof, (3) Prior notice of the advance refunding or redemption of any of the Bonds, including the principal amount, maturities and CUSIP numbers thereof, (4) Notice of the resignation or removal of the Paying Agent and Bond Registrar and the appointment of, and acceptance of duties by, any successor thereto; 82600457.6 -48- (5) Notice of the commencement of any proceeding by or against the Issuer commenced under the United States Bankruptcy Code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an "Insolvency Proceeding "); (6) Notice of the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer of any payment of principal of, or interest on, the Bonds; (7) A full original transcript of all proceedings relating to the execution of any amendment, supplement, or waiver to the Related Documents; and (8) All reports, notices and correspondence to be delivered to Bondholders under the terms of the Related Documents. In addition, to the extent that the Issuer has entered into a continuing disclosure agreement, covenant or undertaking with respect to the Bonds, all information furnished pursuant to such agreements shall also be provided to the Insurer, simultaneously with the furnishing of such information. S. The Insurer shall have the right to receive such additional information as it may reasonably request. T. The Issuer will permit the Insurer to discuss the affairs, finances and accounts of the Issuer or any information the Insurer may reasonably request regarding the security for the Bonds with appropriate officers of the Issuer and will use commercially reasonable efforts to enable the Insurer to have access to the facilities, books and records of the Issuer on any business day upon reasonable prior notice. U. The Issuer shall notify the Insurer of any failure of the Issuer to provide notices, certificates and other information under the transaction documents. V. Notwithstanding satisfaction of the other conditions to the issuance of Additional Bonds set forth in the Bond Order, no such issuance may occur if a default (or any event which, once all notice or grace periods have passed, would constitute a default) exists unless such default shall be cured upon such issuance. W. In determining whether any amendment, consent, waiver or other action to be taken, or any failure to take action, under the :Bond Order would adversely affect the security for the Bonds or the rights of the Bondholders, the Paying Agent shall consider the effect of any such amendment, consent, waiver, action or inaction as if there were no Insurance Policy. X. No contract shall be entered into or any action taken by which the rights of the Insurer or security for or sources of payment of the Bonds may be impaired or prejudiced in any material respect except upon obtaining the prior written consent of the Insurer. Y. If the Bonds are issued for refunding purposes, there shall be delivered an opinion of Bond Counsel addressed to the Insurer (or a reliance letter relating thereto), or a certificate of discharge of the Paying Agent for the Refunded Bonds, to the effect that, upon the making of the 82600457.6 -49- required deposit to the escrow, the legal defeasance of the Refunded Bonds shall have occurred. If the Refunded Bonds are insured by Assured Guaranty Municipal Corp., at least three business days prior to the proposed date for delivery of the Policy with respect to the Refunding Bonds, the Insurer shall also receive (i) the verification letter, of which the Insurer shall be an addressee, by an independent firm of certified public accountants which is either nationally recognized or otherwise acceptable to the Insurer, of the adequacy of the escrow established to provide for the payment of the Refunded Bonds in accordance with the terms and provisions of the Escrow Deposit Agreement, and (ii) the form of an opinion of Bond Counsel addressed to the Insurer (or a reliance letter relating thereto) to the effect that the Escrow Deposit Agreement is a valid and binding obligation of the parties thereto, enforceable in accordance with its terms (such Escrow Deposit Agreement shall provide that no amendments are permitted without the prior written consent of the Insurer). An executed copy of each of such opinion and reliance letter, if applicable, or Paying Agent's discharge certificate, as the case may be, shall be forwarded to the Insurer prior to delivery of the Bonds. Z. Any interest rate exchange agreement ( "Swap Agreement ") entered into by the Issuer shall meet the following conditions: (i) the Swap Agreement must be entered into to manage interest costs related to, or a hedge against (a) assets then held, or (b) debt then outstanding, or (iii) debt reasonably expected to be issued within the next twelve (12) months, and (ii) the Swap Agreement shall not contain any leverage element or multiplier component greater than 1.Ox unless there is a matching hedge arrangement which effectively off -sets the exposure from any such element or component. Unless otherwise consented to in writing by the Insurer, any uninsured net settlement, breakage or other termination amount then in effect shall be subordinate to debt service on the Bonds and on any debt on parity with the Bonds. The Issuer shall not terminate a Swap Agreement unless it demonstrates to the satisfaction of the Insurer prior to the payment of any such termination amount that such payment will not cause the Issuer to be in default under the Related Documents, including but not limited to, any monetary obligations thereunder. All counterparties or guarantors to any Swap Agreement must have a rating of at least "A -" and "A3" by S &P Global Ratings ( "S &P ") and Moody's Investors Service, Inc. ( "Moody's "). If the counterparty or guarantor's rating falls below "A-" or "A3" by either S &P or Moody's, the counterparty or guarantor shall execute a credit support annex to the Swap Agreement, which credit support annex shall be acceptable to the Tnsurer. If the counterparty or the guarantor's long term unsecured rating falls below "Baal" or "BBB +" by either Moody's or S &P, a replacement counterparty or guarantor, acceptable to the Insurer, shall be required. SECTION 53: Further Procedures. The officers and employees of the Authority are hereby authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the Authority all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Bond Order, the initial sale and delivery of the Bonds, the Paying Agent/Registrar Agreement, the Purchase Contract, and the Official Statement. In addition, prior to the initial delivery of the Bonds, the President, the General Manager of the Authority and Bond Counsel are hereby authorized and directed to approve any technical changes or corrections to this Bond Order or to any of the instruments authorized and approved by this Bond Order necessary in order to (i) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Bond Order and as described in the Official Statement, (ii) obtain a rating from any of the national bond 82600457.6 -50- rating agencies, or (iii) obtain the approval of the Bonds by the Texas Attorney General's office. In case any officer of the Authority whose signature shall appear on any certificate shall cease to be such officer before the delivery of such certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. SECTION 54: Regional Wastewater Treatment Contract. The Board hereby ratifies and re- approves the Contract attached hereto as Exhibit E. SECTION 55: Authoritv's Consent to Provide Information and Documentation to the Texas MAC. The Municipal Advisory Council of Texas (the Texas MAC), a non - profit membership corporation organized exclusively for non -profit purposes described in section 501(c)(6) of the Internal Revenue Code and which serves as a comprehensive financial information repository regarding municipal debt issuers in Texas, requires provision of written documentation regarding the issuance of municipal debt by the issuers thereof. In support of the purpose of the Texas MAC and in compliance with applicable law, the Authority hereby consents to and authorizes any Authorized Official, Bond Counsel to the Authority, and /or Financial Advisor to the Authority to provide to the Texas MAC information and documentation requested by the Texas MAC relating to the Obligations; provided, however, that no such information and documentation shall be provided prior to the Closing Date. This consent and authorization relates only to information and documentation that is a part of the public record concerning the issuance of the Obligations. SECTION 56: Approval Certificate. Pursuant to 3.02 of the Contract and each of the resolutions adopted by the :Participating Members, the Participating Members have authorized the execution of an approval certificate (the "Approval Certificate "), attached hereto as Exhibit F, which evidences the approval of the terms and provisions of the Bonds as set forth herein by each of the Participating Members and their ratification of the Contract. SECTION 57: Effective Date. This Bond Order shall be in force and effect from and after its final passage, and it is so ordered. [The remainder of this page intentionally left blank.] 82600457.6 -51- PASSED AND ADOPTED on the 8th day of November, 2018. CIBOLO CREEK MUNICIPAL AUTHORITY President, Board of Directors ATTEST: Secretary, Board of Directors (SEAL) 82600457.6 A -1 "O1 �I�M Exhibit A Paying Agent/Registrar Agreement Exhibit B Form of Purchase Contract Exhibit C Description of Annual Financial Information Exhibit D DTC Letter of Representations Exhibit E Form of Regional Wastewater Treatment Contract (Southern Wastewater Treatment Plant Project) Exhibit F Form of Approval Certificate 82600457.6 Index -1 imall PAYING AGENT /REGISTRAR AGREEMENT SEE TAB NO. 82600457.6 A -1 PURCHASE CONTRACT po 82600457.6 B -1 imall CONTINUING DISCLOSURE OF INFORMATION DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 48 of this Bond Order. Annual Financial Statements and Operating Data The financial information and operating data with respect to the Participating Member or the Authority, as applicable, to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official. Statement referred to) below: 1. The Participating Member's audited financial statements for the most recently concluded fiscal year or to the extent these audited financial statements are not available, the portions of the unaudited financial statements of the Authority appended to the Official. Statement as Appendix E, but for the most recently concluded fiscal year. 2. The financial information and operating data pertaining to the Participating Member of the general type included in Appendix B to the Official Statement. 3. The financial information and operating data pertaining to the Authority of the general type included in Appendix C to the Official Statement. Accounting Principles The accounting principles referred to in such Section are generally accepted accounting principles for governmental units as prescribed by the Government Accounting Standards Board from time to time. 82600457.6 C -1 imall 1 DTC LETTER OF REPRESENTATIONS SEE TAB NO. 82600457.6 D -1 REGIONAL WASTEWATER TREATMENT CONTRACT (SOUTHERN WASTEWATER TREATMENT PLANT PROJECT) E -- "w11_13►[6� 82600457.6 E -1 APPROVAL CERTIFICATE SEE TAB NO. 82600457.6 F- I October 5, 2018 Ms. Brenda Dennis City Secretary City of Schertz 1400 Schertz Parkway Schertz, Texas 78154 Norton Rose Fulbright US LLP 300 Convent Street, Suite 2100 San Antonio, Texas 78205 -3792 United States W. Jeffrey Kuhn Partner Direct line +1 210 270 7131 w.jeffrey.kuhn@nortonrosefulbright.com Tel +1 210 224 5575 Fax +1 210 270 7205 n o rt o n ro s efu I b ri g h t. co m Re: Cibolo Creek Municipal Authority Contract Revenue Bonds, Series 2018 (Southern Wastewater Treatment Plant Project) Dear Brenda: I enclose as Exhibit A to this letter an "additional" agenda item to be utilized in preparing the agenda for the October 23, 2018 regular meeting of the City Council. Thank you for ensuring that this agenda item is posted in accordance with the provisions of the Texas Open Meetings Act. I also enclose as Exhibit B the suggested motion for this item. I also enclose a draft copy of the Funding Resolution for inclusion in the City Council's agenda packets. Please send any comments to this Funding Resolution to me as soon as possible so that it may be finalized. Lastly, I enclose Exhibit A and Exhibit B in Word format for your convenience. I will distribute the First Amendment to the Funding Agreement later today. Thank you, in advance, for your prompt attention to this matter. If I can provide any additional assistance concerning this matter, please do not hesitate to contact me. f Very truly yours, \A� W. Jeffrey Kuhn WJKlIjcq Enclosures cc: Mr. Clint Ellis ( Cibolo Creek Municipal Authority) Mr. Ryan Madsen ( Cibolo Creek Municipal Authority) Mr. Brian James (City of Schertz, Texas) Mr. James Walters (City of Schertz, Texas) Ms. Donna Schmoekel (City of Schertz, Texas) Mr. Charles Zech (Denton, Navarro, Rocha, Bernal, Hyde & Zech, P.C.) Norton Rose Fulbright US LLP is a limited liability partnership registered under the laws of Texas. 73526004.2 Norton Rose Fulbright US LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia Norton Rose Fulbright Canada LLP and Norton Rose Fulbright South Africa Inc are separate legal entitles and all of them are members of Norton Rose Fulbright Verein, a Swiss verein. Norton Rose Fulbright Verein helps coordinate the activities of the members but does not Itself provide legal services to clients. Details of each entity, with certain regulatory information, are available at nortonrosefulbright.com. Ms. Brenda Dennis October 5, 2018 Page 2 Mr. Mark McLiney (SAMCO Capital Markets, Inc.) Mr. Andrew Friedman (SAMCO Capital Markets, Inc.) Ms. Veronica Alonzo (SAMCO Capital Markets, Inc.) Mr. George W. Scofield (Firm) Mr. Clay Binford (Firm) Ms. Stephanie V. Leibe (Firm) Mr. Adam Harden (Firm) Mr. Arnold Cantu III (Firm) Ms. Lauren N. Ferrero (Firm) Mr. John D. Hall (Firm) Mr. Matthew A. Lee (Firm) 73526004.2 NORTON ROSE FULBRIGHT EXHIBIT A CONSIDERATION AND APPROVAL OF A RESOLUTION APPROVING A FIRST AMENDMENT TO THE SOUTHERN PLANT WASTEWATER SERVICES AND FUNDING AGREEMENT BY AND AMONG THE CITY OF SCHERTZ, TEXAS, THE CITY OF CIBOLO, TEXAS, AND THE CIBOLO CREEK MUNICIPAL AUTHORITY PERTAINING TO THE SOUTHERN PLANT REGIONAL WASTEWATER FACILITY; AUTHORIZING THE MAYOR AND /OR THE CITY MANAGER TO EXECUTE THIS FIRST AMENDMENT; AND OTHER MATTERS IN CONNECTION THEREWITH 73526004.2 A-1 EXHIBIT B I MOVE THAT THE CITY COUNCIL APPROVE A RESOLUTION APPROVING A FIRST AMENDMENT TO THE SOUTHERN PLANT WASTEWATER SERVICES AND FUNDING AGREEMENT PERTAINING TO THE SOUTHERN PLANT REGIONAL WASTEWATER FACILITY 73526004.2 B-1 October 5, 2018 Norton Rose Fulbright US LLP Via E -Mail 300 Convent Street, Suite 2100 San Antonio, Texas 78205 -3792 United States Mr. Ryan Madsen W. Jeffrey Kuhn Cibolo Creek Municipal Authority Partner 100 Dietz Road Direct line +1 210 270 7131 Schertz, Texas 78154 -0930 w. jeffrey .kuhn @nortonrosefulbright.com Tel +1 210 224 5575 Fax +1 210 270 7205 n o rto n ro s e f u l b r i g h t, co m Re: Cibolo Creek Municipal Authority Contract Revenue Bonds, Series 2018 (Southern Wastewater Treatment Plant Project) Dear Mr. Madsen: As promised, I enclose first draft of the First Amendment to the 2014 Southern Plant Wastewater Services and Funding Agreement. l also enclose a copy of the 2014 Agreement and the 2014 Contract to aid you in this review. It is my understanding that all of the governing bodies and their chief administrative officers are aware of the contemplated issuance of up to $4,500,000 in 2018 additional contract revenue bonds by the Cibolo Creek Municipal Authority. You have each previously received the Schertz Resolution approving the 2018 Bonds. In addition, you have received the Resolution approving the First Amendment to the 2014 Funding Agreement. I ask that the Authority's engineer provide an update to Exhibit B of the 2014 Funding Agreement to reflect the new Southern Plant construction costs. In addition, I ask that the Authority's financial advisors prepare a proforma debt service requirements for the 2018 Bonds to show the contemplated combined debt service on the 2014 Bonds and the 2018 Bonds. Finally, please provide us with any suggested comments to the enclosed documents at your earliest convenience. Thank you, in advance, for your prompt attention to this matter. If I can provide any additional assistance concerning this matter, please do not hesitate to contact me. VeAeff lyurs, WW7 rey Ku hn WJKljcq Enclosures Norton Rose Fulbright US LLP is a limited liability partnership registered under the laws of Texas 73529531.1 Norton Rose Fulbright US LLP, Notion Rose Fulbright LLP, Norton Rose Fulbright Australia, Notion Rose Fulbright Canada LLP and Norton Rose Fulbright South Africa Inc are separate legal entities and all of them are members of Norton Rose Fulbright Verein, a Swiss verem, Norton Rose Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients. Details of each entity, with certain regulatory information, are available at nortonrosefulbright.com. Mr. Ryan Madsen October 5, 2018 Page 2 A NORTON ROSE FULBRIGHT cc: Mr. Clint Ellis (Cibolo Creek Municipal Authority) Mr. Mark McLiney (SAMCO Capital Markets, Inc.) Mr. Andrew Friedman (SAMCO Capital Markets, Inc.) Ms. Veronica Alonzo (SAMCO Capital Markets, Inc.) Mr. Brian James (City of Schertz, Texas) Mr. James Walters (City of Schertz, Texas) Ms. Brenda Dennis (City of Schertz, Texas) Ms. Donna Schmoekel (City of Schertz, Texas) Mr. Charles Zech (Denton, Navarro, Rocha, Bernal, Hyde & Zech, P.C.) Mr. Dan Santee (Denton, Navarro, Rocha, Bernal, Hyde & Zech, P.C.) Mr. George W. Scofield (Firm) Mr. Clay Binford (Firm) Ms. Stephanie V. Leibe (Firm) Mr. Adam Harden (Firm) Mr. Arnold Cantu III (Firm) Ms. Lauren N. Ferrero (Firm) Mr. John D. Hall (Firm) Mr. Matthew A. Lee (Firm) 73529531.1 FIRST AMENDMENT TO SOUTHERN PLANT WASTEWATER SERVICES AND FUNDING AGREEMENT BY AND AMONG CIBOLO CREEK MUNICIPAL AUTHORITY, THE CITY OF SCHERTZ, AND THE CITY OF CIBOLO WHEREAS, this First Amendment (the "First Amendment ") to the Southern Plant Wastewater Services Funding Agreement by and among Cibolo Creek Municipal Authority (the "Authority "), the City of Schertz, Texas ( "Schertz "), and the City of Cibolo, Texas ( "Cibolo ") has an effective date of October 23, 2018; and WHEREAS, the Authority, Schertz, and Cibolo previously authorized and executed the Southern Plan Wastewater Services and Funding Agreement by and among Cibolo Creek Municipal Authority, the City of Schertz, and the City of Cibolo with an effective date of August 26, 2014 . (the "2014 Funding Agreement "); and WHEREAS, the costs of construction for the Southern Plant (as defined in the 2014 Funding Agreement) have increased and necessitates that the Authority issue not to exceed $4,500,000 of additional contract revenue bonds (the "2018 Bonds "); and WHEREAS, the Authority anticipates the sale of the 2018 Bonds at a meeting of the Authority's Board of Directors on November 8, 2018 with the delivery of the 2018 Bonds on December 6, 2018; and WHEREAS, Sections 2(d) and 9 of the 2014 Funding Agreement recognize that additional contract revenue bonds may be issued by the Authority to complete the Southern :Plant and the 2018 Bonds are deemed to be Southern Plant Bonds as defined in the 2014 Funding Agreement, and Schertz hereby authorizes and approves the issuing of the 2018 Bonds and the First Amendment; NOW, THEREFORE, Section 1. The 2014 . Funding Agreement is amended by the First Amendment to recognize the issuance of the 2018 Bonds and to amend Exhibits B and C to the 2014 Funding Agreement to document the increase in construction costs of not to exceed $4,500,000 as reflected in amended Exhibit B to the 2014 Funding Agreement and to document the increase in the debt service requirements on the Southern Plant Bonds, including the 2018 Bonds, as reflected in amended Exhibit C to the 2014 Funding Agreement. Section 2. Except as noted in Section 1 concerning the approval of the First Amendment, the City hereby authorizes, readopts, reconfirms, and ratifies the 2014 Funding Agreement in all respects. Section 3. Each person signing on behalf of the parties hereby confirms that they have the authority to execute this First Amendment on behalf of the party indicated by their signature. 73529059.1 IN WITNESS WHEREOF, the parties hereto acting under authority of their respective governing bodies have caused this First Amendment to be duly executed in several counterparts, each of which shall constitute an original, all as of the day and year first above written, which is the effective date of this First Amendment. [The remainder of this page intentionally left blank.] 73529059.1 - 2 - [a 100 Me "A a a 614 Sy to) 0 1 to I W.11 will I My M Oki I By: Board President Board Secretary STATE OF TEXAS COUNTY OF GUADALUPE Before me, on this day personally appeared the foregoing individuals, known to me to be the persons whose names are subscribed to the foregoing instrument and who executed this document in my presence. Given under my hand and seal of office this day of , 2018. Notary Public, State of Texas (NOTARY SEAL) 73529059.1 S-1 010 V& SI wo: I a a M I By: Acting City Manager City Secretary Before me, on this day personally appeared the foregoing individuals, known to me to be the persons whose names are subscribed to the foregoing instrument and who executed this document in my presence. Given under my hand and seal of office this day of , 2018. Notary Public, State of Texas (NOTARY SEAL) 73529059.1 S-2 C � 1 1 111 iL S 7 Ito1.E � I � � a 111 Ie �: �.` By: City Manager City Secretary STATE OF TEXAS COUNTY OF GUADALUPE Before me, on this day personally appeared the foregoing individuals, known to me to be the persons whose names are subscribed to the foregoing instrument and who executed this document in my presence. Given under my hand and seal of office this day of , 2018. Notary :Public, State of Texas (NOTARY SEAL) 73529059.1 S -3 EM SOUTHERN PLAINT WASTEWATER SERVICES AND FUNDING AGREEMENT BY AND AMONG CIBOLO CREEK MUNICIPAL AUTHORITY, CITY OF SCHERTZ, AND CITY OF CIBOLO THIS AGREEMENT (the "Agreement ") made and entered into as of this the day of &(L* - 2014 (the `Effective Date"), by and among the Cibolo Creek Municipal Authority ( "CCMA "), a conservation and reclamation district created under Article 16, Section 59, of the Texas Constitution, the City of Schertz, Texas ( "Sehertz!% a home - rule municipality and political subdivision of the State of Texas, and the City of Cibolo, Texas ( "Cibolo "), a home -rule municipality and political subdivision of the State of Texas, also all each referred to as a "Party," or.eollectively, the "Parties;' WITNESSETH; WHEREAS, CCMA, Schertz, and Cibolo are authorized to enter into this Agreement pursuant to Chapter 8166 of the Texas Special District Local Laws Code, Chapter 791 of the Texas Government Code, Chapter 30 of the Texas Water Code, and other applicable laws; WHEREAS, CCMA owns and operates a regional wastewater system in the Cibolo Creek watershed and is specifically identified as the regional wastewater provider for the area of the Cibolo Creek watershed pursuant to Subchapter F of Chapter 351 of Title 30 of the Texas Administrative Code; WHEREAS, CCMA provides wholesale wastewater treatment services to Schertz and Cibolo, both of which are located within the Cibolo Creek watershed; WHEREAS, because of continued development within Schertz and Cibolo (collectively referred to herein as the "Participants "), additional wastewater treatment is needed to meet the current and future wastewater treatment needs of the Participants; WHEREAS, the Participants desire that CCMA continue to provide wholesale wastewater treatment services to both Schertz and Cibolo, and CCMA desires to continue to provide such services; . WHEREAS, the Parties desire that a new wastewater treatment plant be designed and constructed within the southern portion of CCMA's regional wastewater system (the "Southern Plant "), the general location of which is identified in Exhibit A, to meet the current and future wastewater treatment needs of the Participants, and potentially other customers; WHEREAS, the Participants desire for CCMA to own, manage, maintain, operate, and expand the Southern Plant; 1 4968422. WHEREAS, the Participants intend for CCMA to issue bonds for all costs associated with the acquisition, design, construction, and equipment of the Southern Plant ( "Southern plant Bonds "); WHEREAS, the Parties recognize (and they have been so advised by Southwest Securities, Inc. as the financial advisor to the Parties) that the interest rates on the Southern Plant Bonds will be lower if Schertz alone is the sole obligor to repay the Southern Plant Bonds because of Schertz's current credit ratings from the national rating agencies; WHEREAS, financing the construction and equipment of the Southem Plant at the lowest cost of capital benefits all of the Parties, especially the Participants; WHEREAS, the Parties are entering into this Agreement to document certain pecuniary obligations between Schertz and Cibolo concerning the repayment of the Southern Plant Bonds, the costs of issuance therefor, the annual maintenance, and operations costs at the Southern Plant, documenting and allocating the annual use of the capacity from the Southern Plant, the establishment of the framework for the possible expansion of the Southern Plant, and the ability to add prospective customers (including other political subdivisions) to benefit from the Southern Plant; WHER'CAS,.to ensure the prompt payment of the costs related to the Southern Plant and the Southern Plant Bonds, the Parties now desire to enter into an agreement governing the payment of Southern Plant Bonds by Schertz and the reimbursement by Cibolo to Schertz of a portion of those payments; and WHEREAS, the Parties agree that this Agreement shall not modify, amend, supersede or in any way affect the existing Contract for Sewerage Service, dated February 15, 1985, by and between CCMA and Schertz, and shall not modify, amend, supersede or in any way affect the existing Contract for Sewerage Service, dated February 14, 1985, by and between CCMA and Cibolo. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the sufficiency of which are hereby conclusively acknowledged, and subject to the terms and conditions hereinafter set forth, CCMA, Schertz, and Cibolo mutually undertake, promise, and agree as follows: AGREEMENT Section 1. Southern Plant, (a) Subject to the terms and provisions of this Agreement, CCMA agrees to acquire, design, construct, own, manage, maintain, and operate the Southern Plant, which shall be generally located on approximately 130 acres of land, more or less, in Bexar County, Texas, as generally identified in Exhibit A, attached hereto and incorporated herein for all purposes. The Southern Plant is expected to have an initial annual average treatment capacity of 500,000 gallons per day. The estimated total cost to acquire the real property for the Southern Plant, to design and construct the initial cost of the Southern Plant (the "Southern Plant Costs "), and the cost of issuance of the Southern Plant Bonds, including the 2 4368422..7 possible funding of required reserves, is approximately seven million dollars ($7,000,000.00), The engineer's opinion of probable cost to design, construct, and equip the Southern Plant is approximately four million nine hundred forty -three thousand eight hundred fifty dollars ($4,943,850.00), with such estimate being subject to change. Exhibit B provides details of the estimated design and construction costs of the Southern Plant. (b) It is expressly understood and agreed that any obligations on the part of CCMA to design and construct the Southern Plant arid to issue the Southern Plant Bonds to finance such design and construction shall be (i) conditioned upon CCMA's ability to obtain all necessary permits, material, labor, and equipment, (ii) conditioned upon the ability of CCMA to finance the Southern Plant Costs through the actual sale of the Southern Plant Bonds, and (iii) subject to all present and future valid laws, orders, rules, and regulations of the united States of America, the State of Texas C "State "), and any regulatory body having appropriate jurisdiction, CCMA agrees to use its best efforts to design and construct the Southern Plant and to use its best efforts to issue the Southern Plant Bonds for such purpose. (c) The Parties agree that rates charged by CCMA for wastewater services provided by the Southern Plant to the Participants, and other potential customers, shall not be uniform with, and may be higher than, wastewater service rates charged for CCMA's existing regional wastewater system in the Cibolo Creek watershed. Section 2. Issuance of Southern Plant Bonds. (a) CCMA's payment of the Southern Plant Costs will be financed by CCMA through the issuance of the Southern Plant Bonds payable from and secured solely by payments made by Schertz (the "Southern Plant Payments "). In consideration of the covenants and agreements set forth in this Agreement, and to enable CCMA to carry out the intents and purposes hereof, including the issuance of the Southern Plant Bonds, this Agreement is executed to ensure the design and construction of the Southern Plant, and the issuance of the Southern Plant Bonds, and to provide for and guarantee the due and punctual payment by Schertz to CCMA of the Southern Plant Payments. (b) The Southern Plant Bonds shall be issued for a principal amount of not to exceed Seven Million Dollars ($7,000,000.00), unless written consent for a greater principal amount is first obtained from the Participants. If both Participants refuse to consent to the initial issuance in excess of Seven Million Dollars ($7,000,000), then this Agreement shall terminate and the rights and obligations of all the Parties under this Agreement shall expire, but if one Participant refuses to consent and the other Participant consents, then in that event, the non - consenting Participant's decision shall mean that the non- consenting Participant's rights and obligations under the Agreement shall cease at that time and the remaining parties to the contract may, at their option, proceed with the financing and construction of the Southern Plant. The Southern Plant Bonds shall mature not more than thirty (30) years from the date of such Southern Plant Bonds and shall bear interest at not to exceed the maximum legal `rate then permitted by State law. Upon the issuance and delivery of the Southern Plant Bonds, all covenants and provisions in this Agreement shall become absolute, unconditional, valid, -and binding covenants and obligations of the Participants so long as the Southern Plant Bonds and interest thereon are outstanding, and may be enforced as provided in this Agreement. Particularly, the obligation of Schertz to pay, promptly when due, all Southern Plant Payments specified in this Agreement, 43684229 shall be absolute and unconditional, and said obligation may be enforced as provided in this Agreement. (c) In the event the actual costs of the construction of the Southern Plant are less than the amount of the Southern Plant Bonds, or if the Southem Plant Payments made by Participants exceed the Southern Plant Costs, such excess Southern Plant Bonds' proceeds or excess payments shall be used to pay principal and interest on the Southern Plant Bonds, thereby reducing the payments required to be made by Scheliz under this Agreement, (d) If the Southern Plant Bonds fail to compensate CCMA for the Southern Plant Costs, Participants agree to compensate CCMA for any remaining Southern Plant Costs through equal cash contributions, If such remaining Southern Plant Costs are less than three hundred thousand dollars ($300,000.00). But, if the remaining Souther Plant Costs are greater than three hundred thousand dollars ($300,000,00), such costs will be financed by CCMA through the issuance of additional bonds payable from and secured solely by payments made in the same manner as the payments for the Southern Plant Bonds as provided herein or as otherwise agreed to by the Parties, if, in addition to the amounts initially issued to finance the Southern Plant, CCMA finds it necessary to issue additional bonds, with the written consent of the Participants, for the purpose of completing the Southern Plant, upgrading the Southern Plant to satisfy regulatory requirements, or expanding the Southern Plant, such bonds ih addition to those described in Section 2 hereof may be issued in the amount required to provide for the completion, upgrade, or expansion of the Southern Plant and to pay the expenses of issuance of such bonds, as well as to fund, if and to the extent necessary, additional amounts in the interest and sinking fund and the debt service reserve fund, If such completion or additional bonds are issued, the amounts to be paid to or retained by CCMA under all sections of this Agreement shall be increased proportionately, and such amounts shall at all times be sufficient to pay the principal of and interest on all such bonds and all other requirements in connection therewith. It is understood and agreed that the only source of funds for CCMA to design, acquire, construct, and complete the Southern Plant is from the issuance and sale of its Southern Plant Bonds (including any additional bonds) pursuant to this Agreement, Provided, however, before issuing such additional bonds, CCMA shall provide the Participants a reasonable opportunity to make a cash contribution to CCMA for all or part of the balance of funds required by CCMA. (e) Notwithstanding Section 2(d), if the remaining Southern Plant Costs are greater than three hundred thousand dollars ($300,000,00) or State law necessitates that the Southern Plant be completed, upgraded, modified, or expanded, CCMA may, in its sole discretion, issue additional bonds payable from and secured by revenues generated from CCMA's existing wholesale wastewater service to the Participants for -the purpose of completing the Southern Plant, upgrading the Southern Plant to satisfy regulatory requirements, or expanding the Southern Plant. These bonds are in addition to the Southern Plant Bonds described In Section 2 hereof and may be issued in the amount required to provide for the completion, upgrade, modification, or expansion of the Southern Plant and to pay the expenses of issuance of such bonds, as well as to fund, if and to the extent necessary, any additional amounts in the interest and sinking fund and the debt service reserve fund. (0 CCMA agrees to use the proceeds of Southern Plant Bonds solely for the design and construction of the Southern Plant, including but not limited to the acquisition of the land and 4 4366422,7 rights of way required for the construction of the Southern Plant, CCMA further agrees to fully comply with the requirements of the Southern Plant Bonds, (g) The proceeds from the sale of the Southern Plant Bonds will be used for the payment of all of CCMA's costs and expenses in connection with the Southern Plant, including, without limitation, all financing, legal, printing, administrative overhead, and other expenses and costs incurred in issuing its Southern Plant Bonds and to fund a debt service reserve and other funds if required by any bond resolution. Each bond resolution of CCMA shall specify the exact principal amount of the Southern Plant Bonds Initially issued, which shall mature not more than 30 years from the date of such Southern Plant Bonds, and shall bear interest at not to exceed the maximum legal rates, and the bond resolution may create and provide for the maintenance of a revenue system fund, an interest and sinking fund, a debt service reserve fund, and other funds and accounts all in the manner and amounts as provided in such bond resolution. Schertz agrees that if such Southern Plant Bonds are actually issued and delivered to the purchaser thereof, the bond resolution authorizing the Southern Plant Bonds shall for all purposes be deemed to be in compliance with this Agreement in all respects, and the Southern Plant Bonds issued thereunder will constitute Southern Plant Bonds as deigned in this Agreement. (h) Each of the Participants agree, at the request of CCMA, to provide documentation and certifications by the Participant required by CCMA to sell the Southern Plant Bonds at the least cost to the Participants and to fully cooperate with CCMA and each other in -tile Issuance of the Southern Plant Bonds and the performance by the Parties under the Southern Plant Bonds, (1) CCMA agrees to proceed promptly with the acquisition, design, and construction of the Southern Plant CCMA has entered, or will enter, into such contracts as are necessary to provide for designing, acquiring and constructing the Southern Plant, including but not limited to a contract with Schertz relating to the reimbursement by CCMA of costs incurred by Schertz in acquiring land for the Southem Plant and a contract for preliminary engineering studies and work regarding the Southern Plant, and said contracts shall be, and have been, executed as required by the laws applicable to CCMA, CCMA shall cause the amounts due under such contracts, if any, to be paid from the proceeds from the sale of its Southern Plant Bonds, Any proceeds from the sale of its Southern Plant Bonds remaining aver the completion of the Southern Plant shall be used to pay principal and interest on the Southern Plant Bonds, thereby reducing the payments required to be made by Schertz under this Agreement, (j) Prior to the effective date of this Agreement, Sohertz incurred expenses related to (l) acquiring land for the Southern Plant in accordance with that certain Interlocal Agreement between CCMA and Schertz regarding the purchase of property for the Southern Plant executed in September 2013 ( "20I3 Intorlocal Agreement"), and (2) preliminary engineering studies and work regarding the Southern Plant in accordance with that certain Interlocal Agreement between CCMA and Schertz regarding the Southern Watershed Regional Water Reclamation Plant executed in August 2012 ("2012 Interlocal. Agreement "). As provided in the 2013 Interlocal Agreement, CCMA will fully reimburse Schertz for the costs of'acquiring the land for the Southern Plant from the proceeds of the Southern Plant Bonds, CCMA also agrees to reimburse Schertz for all costs of preliminary engineering services authorized by the 2012 Interlocal Agreement from the proceeds of the Southern Plant Bonds. 4366422,7 (k) CCMA agrees to carry builders' risk, public liability and other insurance (including self - insurance to the extent deemed advisable by CCMA) on the Southern.Plant for purposes and in amounts which would ordinarily be carried by a privately -owned utility company owning and operating such facilities, except that CCMA shall not be required to carry liability insurance except to insure itself against risk of loss due to claims for which it can, in Zhe opinion of CCMA's general counsel, be liable under the Texas Tort Claims Act or any similar law or judicial deoision, Such insurance will provide, to the extent feasible and practicable, for tile restoration of damaged or destroyed properties and equipment, to minimize the interruption of the services of such facilities, All premiums for such insurance shall constitute an operation and maintenance expense of the Southern plant, (1) CCMA covenants that it will operate and maintain the Southern Plant in accordance with accepted good business and engineering practices and in accordance with requirements of all applicable Federal and State laws, and any rules and regulations issued and to be issued by appropriate agencies in the administration of said laws. The parties agree that their obligations hereunder shall include compliance with the requirements made under said laws, and any rules and regulations issued pursuant thereto. (m) Not less than one hundred twenty (120) days before the commencement of each fiscal year while this Agreement is in effect, CCMA shall cause its tentative budget for operation and maintenance expenses of the Southern Plant (which budget may be included in any budget for the Southern Plant) for the ensuing fiscal year to be prepared and a copy thereof filed with Participants, A reasonable amount to cover and reimburse CCMA for its administrative expenses directly attributable to the Southern Plant and the Southern Plant Bonds, including the cost of routine annual accounting reports, shall be included as an item of operation and maintenance expenses, If no protest or request for a hearing by a Participant on such tentative budget for operation and maintenance expenses is presented to CCMA within thirty (30) days after such.filing, the tentative budget for operation and maintenance expenses for the Southern Plant, when adopted by CCMA's Board of Directors, shall be considered for all purposes as the "Annual Budget" for the ensuing fiscal year, But If a protest or request for a hearing is duly filed with CCMA, it shall be the duty of CCMA to fix the date and time for a hearing on the tentative budget for operation and maintenance expenses before its Board of Directors and shall so advise Participants in writing. The Board of Directors shall consider the testimony and showings made in such hearing, and the Board of Directors of CCMA may adopt the budget or make such amendments or changes thereof as to it may seem proper, The budget thus approved by the Board of Directors of CCMA shall be the Annual Budget for the next ensuing fiscal year. The Annual Budget may be amended to provide for transfers of budgeted funds between expenditure accounts, provided however that said transfers do not result in an overall increase in budgeted . funds as approved in the Annual Budget, The Annual Budget may be amended and increased through formal action by the Board of Directors of CCMA, if required. Copies of any amended Annual Budget and the resolution authorizing same shall be filed immediately by CCMA with the Participants. (n) In consideration of CCMA's acquiring, constructing, providing, and making available the Southern Plant to Participants, the Participants agree to make the payments specified in this Agreement. As further. consideration, it is agreed that CCMA will have sole responsibility for 4368422.7 operating and maintaining the entire Southern Plant throughout its useful life, and that CCNIA will operate and maintain the entire Southern Plant throughout its useful life, It is further agreed that Participant's obligation to make any and all payments with respect to the Southern Plant Bonds under this Agreement will terminate when all of the Southern Plant Bonds issued 'in connection with the Southern Plant, or any bonds Issued to refund same or to upgrade or expand same, have been paid and retired and are no longer outstanding; and it is agreed that the cessation of such payments or charges is and will be a reasonable arrangement after such Southern Plant Bonds have been retired. However, the Participants shall make the payments to cover operation and maintenance expenses of the Southern Plant as provided in this Agreement throughout the life of the Southern Plant, (o) Upon commencement of construction of the Southern Plant until its completion, each Participant may request, no more than once every three (3) months, that CCMA provide a status report regarding construction progress of the Southern Plant and construction costs to date associated with the Southern Plant, Section 3. Southern Plant Payment Terms for Schertz. (a) CCMA will provide and make available to Schertz the sewage treatment facilities and services of the Southern Plant. Although CCMA shall have and retain title to the Southern Plant, Schertz shall have the exclusive use of the entire Southern Plant throughout its useful life, except to the extent Schertz consents to subordinate a portion, not to exceed fifty (50 %) percent, of its right to'exclusive use to Cibolo upon Cibolo making the payments described in this Agreement. In consideration of CCMA's designing, acquiring, constructing, providing, and making available the Southern Plant to Schertz, Schertz agrees to make the payments specified in this Agreement. Except for payments received by CCMA from Cibolo, it is further understood and agreed that CCMA's only source of funds to pay the Southern Plant Payments and to pay operation and maintenance expenses of the Southern Plant is from the payments to be made by Schertz to CCMA under this Agreement. (b) Schertz agrees to make the following payments to CCMA during the term of this Agreement: (1) Such amounts, payable monthly on or before the 20`a day of each month, in monthly installments for each applicable period in accordance with a schedule of payments furnished by CCMA, as are necessary to pay the principal and/or interest coming due on the Southern Plant Bonds on the next succeeding interest payment date, plus the fees and charges of the paying agent for paying or redeeming the Southern Plant Bonds and/or interest thereon coming due on such date, the fees and charges of the registrar for transferring and registering the Southern Plant Bonds, and any other similar administrative fees and charges. (2) Such amounts as are necessary to snake all payments into, or restore any deficiency in, any debt service reserve fund or other special fund or funds ' required to be established and /or maintained by the provisions of any bond resolution. 436$422,7 (3) The monthly payment for CCMA's wholesale wastewater service, calculated as described in Section 4(a) below, payable monthly on or before the 20 'h day of each month, with such payment including, but not limited to, operation and maintenance expenses of CCMA for the Southern Plant, as shown in the Annual Budget or amended Annual Budget as provided in this Agreement. (c) To the extent allowed by law, Schertz may assess and collect or CCMA may assess and Schertz may collect for CCMA• impact fees relating to the acquisition, design, construction, expansion, modification, and upgrade of the Southern Plant, as well as for any other lawful uses of impact fee proceeds, including but not limited to all or part of the Southern Plant Payments, Schertz may remit the proceeds of any such impact fees to CCMA to be used by CCMA for payment of the Southern Plant Payments and any other lawful uses of impact fee proceeds, Section 4, Southern PlantPayment Terms foi• Cibolo. (a) Cibolo may connect to the Southern Plant at any time and Schertz agrees to subordinate a portion, not to exceed fifty percent (50 1YD) of its right to the exclusive use of the Southern Plant, provided that (1) Cibolo pays CCMA and CCMA pays Schertz, or otherwise gives Schertz credit on payments due by Schertz to CCMA for capital or capitalized expenditures, if any, other than Southern Plant Payments, made by Schertz to CCMA prior to Cibolo's connection, with Cibolo's share of such expenditures being based on Cibolo's proposed approximate wastewater contribution to the Southern Plant compared to Sehertz's,; and (2) Cibolo pays a proportionate share of the operation and maintenance expenses to the Southern Plant, both budgeted and actual, during CCMA's fiscal year. A proportionate share of the operation and maintenance expenses shall be allocated through each Participant's monthly payment to CCMA for wholesale wastewater service. This monthly payment shall be calculated as follows: Each Participant shall calculate monthly usage for wholesale wastewater service for residential customers based on the monthly average water usage for the months of November to March and shall provide CCMA documentation establishing such average water usage with its payment. Each Participant shall multiply the monthly usage for residential customers by the CCMA wholesale wastewater rate to determine the monthly billing for residential customers. Each Participant shall calculate the payment for wholesale wastewater service for non. residential customers based on the prior month's actual quantity of wholesale wastewater service provided multiplied by the CCMA wholesale wastewater service rate. The CCMA wholesale wastewater service rate means the rate per I,000 gallons for wholesale wastewater service calculated and established by the CCMA Board of Directors in accordance with standard principles for wholesale wastewater service based on costs of the Southern Plant, including, but not limited to, operation and maintenance expenses, debt service, reserve hand and contingency 4368422.7 fund accounts, and certain bond related administrative costs, and such rate may be adjusted by the CCMA Board of Directors from time to time. (b) During the thirty (30) year term for payment of the Southern Plant Bonds, the Participants agree that the Southern Plant Payments shall be made to CCMA in the following manner during the following payment terms: Payment Term Southern Plant Payments Term 1: Year 1 to Year 10 Schertz shall make all Southern Plant Payments to CCMA. Term 2: Year 1 l to Year 20 Cibolo and Schertz shall equally split (50 -50) and make the Southern Plant Payments to CCMA. Term 3: Year 21 to Year 30 Cibolo shall make all Southern Plant Payments to CCMA. Upon Cibolo beginning to make Southern Plant Payments and continuing so ' long as Cibolo continues to timely make Southern Plant Payments in accordance with the foregoing schedule, Schertz will subordinate a portion, not to exceed tiny percent (50 %) of the right of exclusive use of the Southern Plant, to Cibolo. (c) Upon the issuance and delivery of the Southern Plant Bonds, CCMA shall provide the Participants a payment schedule for each payment term as described above and such schedules shall be incorporated herein as Exhibit C and be made part of this Agreement for all purposes. The Participants agree that regardless of the payment obligations of each Participant in the above - described payment terms the Participants shall each be jointly and severally obligated to pay the Southern Plant Payments iri the event any Participant fails to make such payments. If a Participant fails to make the Participant's share of a Southern Plant Payment, and the other Participant is required to pay the defaulting Participant's share of a Southern Plant Payment, then the Participant making the payment shall be entitled to recover the amount of the payment, plus interest from the defaulting Participant as provided in Section 14(b). (d) Subject to Cibolo making the payments described in this section of the Agreement, CCMA will provide and make available to Cibolo the sewage treatment facilities and services of the Southern Plant, CCMA shall have and retain title to the Southern Plant and Schertz will retain the right of exclusive use of the Southern Plant, subject to a subordination of a portion of that right to Clbolo in accordance with this Agreement. (e) Cibolo agrees to make the following payments to CCMA in accordance with this Agreement: (1) Such amounts, payable monthly on or before the 20`h day of each month, in monthly installments for each applicable period in accordance with a schedule of payments furnished by CCMA, as are necessary to pay the principal and/or interest coming due on CCMA's Southern Plant Bonds on the next succeeding interest payment date, plus the fees and charges of the paying agent for paying or 4368422.7 redeeming the Southern Plant Ponds and /or interest thereon coming due on such date, the fees, and charges of the 'registrar for transferring and registering the Southern Plant Bonds, and any other similar administrative fees and charges. (2) Such amounts as are necessary to make all payments into, or restore any deficiency in, any debt service reserve fund or other special fund or funds required to be established and /or maintained by the provisions of any bond resolution. (3) ' The monthly payment for CCMA wholesale wastewater service, calculated as described in Section 4(a) above, payable monthly on or before the 2014 day of each month, with such payment including, but not limited to, operation and maintenance expenses of CCMA for the Southern Plant, as shown in the Annual Budget or amended Annual Budget as provided in this Agreement. (0 To the extent allowed by law, Cibolo may assess and collect or CCMA may assess and Cibolo may collect for CCMA impact fees relating to the acquisition, design, construction, expansion, and upgrade of the Southern Plant, as well as for any other lawful uses of impact fee proceeds, including but not limited to all or part of the Southern Plant Payments. Cibolo may remit the proceeds of any such impact fees to CCMA to be used by CCMA for payment of the Southern Plant Payments and any other lawful uses of impact fee proceeds. (g) Notwithstanding the foregoing provisions of this Section 4, the Parties hereto acknowledge and agree that the obligations of Cibolo, including any obligation to utilize the Southern Plant or to make any financial contribution thereto (which includes payment of any debt service on the Southern Plant Bonds), shall be conditioned upon Cibolo's obtaining, on or prior to the 10th anniversary of the Effective Date (written notice of such requirement having been met or- expected to be met to be delivered by Cibolo to Schertz on or before the 9th anniversary of the Effective Date), all necessary permits, licenses, certificates of convenience and necessity, and approvals as may be necessary for Cibolo to provide wastewater services to a service area large enough to require the wastewater system capacity of the Southern Plant made available to Cibolo by Schertz (based on the allocated usage identified in Section 4(a) above) pursuant to this Agreement. Provided, however, if Cibolo chooses to connect to the Southern Plant prior to the 9th anniversary of the Effective Date, this Subsection 4(g) shall become null and void and have no effect and provided further that if Cibolo does not begin to make the payments of debt service to CCMA as required by this Contract on or prior to the 10th anniversary of the Effective slate, Cibolo shall waive and release any and all rights under this Agreement, including but not limited to the right to receive wastewater treatment services from CCMA using the Southern Plant in whole or in part. Section S. Additional Participants, Upon the unanimous written agreement of the Parties, additional participants ( "Additional Participants ") may be added to this Agreement to "share in making the Southern Plant Payments to CCMA for the payment of the Southern Plant Bonds so that the Additional Participants may receive wholesale wastewater treatment services from the Southern Plant, To effect the inclusion of an Additional Participant, the Parties agree to amend. and restate this Agreement to include the Additional Participant and to include the 10 4368422.7 manner in which such Additional Participant- shall make Southern Plant Payments to CCMA and/or reimburse the Participants for past Southern Plant Payments. Absent consent of the then - holders of the Southern Plant Bonds, or the issuance of refunding bonds or other arrangement, any such agreement relating to Additional Participants shall not amend the unconditional obligation to make the Southern Plant Payments as set forth in this Agreement. Section 6. Source of Southern Plant Payments. (a) Each of the Participants represents and covenants that all payments to be made by them under this Agreement shall constitute reasonable and necessary `operating expenses" of the Participants' respective utility systems, as defined in Section 1502.056, Texas Government Code. Each of the Participants further represents that the governing bodies of the Participants have determined that the utility services to be provided by the Southern Plant are absolutely necessary and essential to treat the wastewater of the Participants, as contemplated by this Agreement, (b) Each of the Participants agrees throughout the term of this Agreement to implement such rates and charges for retail wastewater service to be supplied by such Participant's wastewater system as will produce gross revenues at all times during the term of this Agreement in an amount at least equal to all of the expenses of operation and maintenance of such Participant's system and all other contract or revenue bond indebtedness -or obligations of each Participant, including specifically the Southern Plant Payments under this Agreement. (e) The Participants shall make provision in each of their annual budgets and shall appropriate an amount sufficient, at a minimum, for the payment of all amounts required to be paid by the Participants under this Agreement. (d) No ad valorem tax revenues of the Participants shall be pledged to the payment of any amounts to be paid by the Participants to CCMA under this, Agreement, nor shalt CCMA have the right to demand payment of any amounts to be paid by the Participants under this Agreement be paid from funds raised or to be raised from taxation from the Participants, and the obligations under this Agreement shall never be construed to be a debt or obligation of a Participant of such kind as to require a Participant to levy and collect an ad valorem tax to discharge its obligations, (e) Nothing contained in this Agreement shall in any way affect any payments to CCMA by a Participant or rates charged by CCMA to a Participant for the providing of water, wastewater or other services or facilities pursuant to other contractual relationships between CCMA and the Participant. Section 7. Unconditional 'Obligation to Make Southern Plant Payments. Recognizing the fact that the Participants urgently require the facilities and services of the Southern Plant, and that the Southern Plant is essential and necessary for actual use and for standby purposes, and recognizing the fact that the Southern Plant Payments to be received from each of the Participants (recognizing Schertz's -sole payment obligation on the Southern Plant Bonds) will be the sole source of funds available to CCMA to pay the Southern Plant Bonds, each of the Participants hereby waives all rights ©f set -off, recoupment, counterclaim, suspension, deferment, reduction, and amendment, with respect to making the Southern Plants Payments against CCMA or any other direct or indirect recipients of Southern Plant Payments, and the Participants agree that, if the Southem Plant Bonds are issued, they shall be 4368422,7 unconditionally obligated to pay the Southern Plant Payments as provided and determined by this Agreement, regardless of whether or not COMA actually constructs the Southern Plant or breaches any obligation on its part hereunder, and whether or not the Participants actually use the Southern Plant, whether due to force majeure or any other reason whatsoever, regardless of any other provisions of this Agreement, any other contract or agreement between any of the Parties hereto. This covenant by each of the Participants shall be for the benefit of and enforceable by CCMA and shall survive this Agreement. By entering into this Agreement and performing their obligations under any section of this Agreement, the Participants do not release any persons from or waive any claims against such persons that the Participants may have resulting from actions by such persons contrary to that person's legal obligations. Section 8. Term of Agreement, This Agreement shall be effective from and after its date, and shall continue in full force and effect for the later of either (i) the usefbl life of the Southern Plant or (ii) until the principal of and interest on all Southern Plant Bonds, including any additional bonds or refunding bonds, shall have been paid or provision for the payment of all of the Southern Plant Bonds, including any additional bonds or refunding bonds, has been made in accordance with the terms of the Southern Plant Bonds, including any additional bonds or refunding bonds, Section 9, Modification, No change, amendment, or modification of this Agreement shall be made or be effective which will affect adversely the prompt payment when due of all money required to be paid by the Participants under the terms of this Agreement and no such change, amendment, or modification shall be made or be effective which would cause a violation of any provisions of the Southern Plant Bonds, Section 10. Force Maieure, Except for the pecuniary obligation set forkin Section 7, If by reason of force majeure any Party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement, other than the obligations of the Participants to make the payments required under this Agreement, then if such Party shall give notice and full particulars of such force majeure in writing to the other Party within a reasonable time after occurrence of the event or cause relied on, the obligation of the Party giving such notice, so far as it is affected by such force majeure, shall be suspended during the continuance of the inability then claimed, but for no longer period, and any such Party shall endeavor to remove or overcome such inability with all reasonable dispatch. The term "force majeure" as employed herein shall mean acts of God, strikes, lookouts, or other industrial disturbances, acts of public enemy, orders of any kind of the Government of the United States or the State, or any civil or military authority, insurrection, riots, epidemics, landslides, lightning, earthquake, fires, hurricanes, storms, floods, washouts, droughts, arrests, restraint of government and people, civil disturbances, explosions, breakage or accidents to machinery, pipelines or canals, partial or entire failure of water supply, or on account of any other causes not reasonably within the control of the Party claiming such inability. Section if. Regulatory Bodies and Laws. This Agreement is subject to all applicable Federal and State Laws and any applicable permits, ordinances, rules, orders, and regulations of any local, state or federal governmental authority having or asserting jurisdiction, but nothing 12 4369422,7 contained herein shall be construed as a waiver of any right to question or contest any such law, ordinance, order, rule, or regulation in any forum, having jurisdiction. Section 12. Notices. Unless otherwise provided herein, any notice, communication, request, reply, or advice (herein severally and collectively, for convenience, Balled "Notice ") herein provided or.permitted to be given, made, or accepted by any Party to any other Party must be In writing and may be given or be served by depositing the same in the United States mail postpaid and registered or certified and addressed to the Party to be notified, with return receipt requested, or by delivering the same to an officer of such Party, or by prepaid telegram when appropriate, addressed to the Party to'be notified. Notice deposited in the mail in the manner hereinabove described shall be conclusively deemed to be effective, unless otherwise stated herein, from and after the expiration of three (3) days after it is so deposited. Notice given in any other manner shall be effective only if and when received by the Party to be notified, For the purposes of Notice, the addresses of the Parties shall, until changed as hereinafter provided, be as follows: If to COMA, to: Cibolo Creek Municipal Authority Attn: General Manager P.O. Box 930 100 Dietz Road Schertz, Texas 78154 If to Schertz, to: City Manager City of Schertz, Texas 1400 Schertz Parkway Schertz, Texas 78154 If to Cibolo, to: City Manager City of Cibolo 200 S, Main St. Cibolo, Texas 78108 The Parties hereto shall have the right from time to time and at any time to change their respective addresses and each shall have the right to specify as its address any other address by at least fifteen (1S) days, written notice to the other Parties hereto. Section 13, - Severability. The Parties hereto specifically agree that in case any one or more of the sections, subsections, provisions, clauses, or words of this Agreement or the application of such sections, subsections, provisions, clauses, or words to any situation or 13 4365422.7 circumstance should be, or should be held to be, for any reason, invalid or unconstitutional, under the laws or constitutions of the State or the United States of America, or in contravention of any such laws or constitutions, such invalidity, unconstitutionality, or contravention shall not affect any other sections, subsections, provisions, clauses, or words of,this Agreement or the application of such sections, subsections, provisions, clauses, or words to any other situation or circumstance, and it is intended that this Agreement shall be severable and shall be construed and applied as if any such invalid or unconstitutional section, subsection, provision, clause, or word had not been included herein, and the rights and obligations of the Parties hereto shall be construed and remain in force accordingly, Section 14, Remedies Upon Default. (a) It is not intended hereby to specify (and this Agreement shall not be considered as specifying) an exclusive remedy for any default, but all such other remedies (other than termination) existing at law or In equity may be availed of by any party hereto and shall be cumulative. Recognizing that failure in the performance of the Participants' obligations hereunder could not be adequately compensated in money damages alone, each of the Participants agrees in the event of any default on its part that CCMA have available to them the remedies of mandamus and specific performance in addition to any other legal or equitable remedies (other than termination) which may also be available to them. Notwithstanding anything to the contrary contained in this Agreement, any right or remedy or any default hereunder, except the right of CCMA to receive the Southern Plant Payments, which shall never be determined to be waived, shall be deemed to be conclusively waived unless asserted by a proper proceeding at law or in equity within two (2) years plus one (1) day after the occurrence of such default, No waiver or waivers of any breach or default (or any breaches or defaults) by any party hereto or of the performance by any other party of any duty or obligation hereunder shall be deemed a waiver thereof in the future, nor shall any such waiver or waivers be deemed or construed to be a waiver of subsequent breaches or defaults of any kind, character or description, under any circumstances. (b) All amounts due and owing under this Agreement to CCMA by a Participant, or due and owing to a Participant by CCMA, or by one Participant to another Participant shall, if not paid when due, bear interest at the rate of fifteen percent (15 °to) per annum from the date when due until paid, CCMA shall have the right, unless prohibited by law, to discontinue the services of the Southern Plant to a Participant if the Participant remains delinquent in any payments due hereunder for a period of sixty (64) days, and shall not resume such services while the Participant is so delinquent. If any amount due and owing by a Participant or CCMA is placed with an attorney for collection, the Party owing the debt shall pay to the Party owed the debt all attorney's fees, in addition to all other payments provided for herein, including interest. Section 15, Indeinniiication, FOR SO LONG AS THE SOUTHERN PLANT BONDS ARE OUTSTANDING AND UNPAID, AND ALSO WITH RESPECT TO ANY CLAIM THXT MAY ARISE OUT OF THE OFFER AND SALE OF THE SOUTHERN PLANT BONDS OR THE ALLEGED MISSTATEMENT OR OMISSION OF A MATERIAL FACT IN OR FROM ANY SALE AND OFFERING DOCUMENT RELATING TO ANY PARTICIPANT USED IN CONNECTION THEREWITH, TO THE EXTENT PERMITTED BY LAW, EACH PARTICIPANT AGREES TO INDEMNIFY AND SAVE AND HOLD HARMLESS CCMA, AND THE OTHER PARTICIPANTS, ITS OFFICERS, DIRECTORS, 14 4368422.7 AGENTS, FINANCIAL . ADVISORS, ATTORNEYS, AND EMPLOYEES, AND THE UNDERWRITERS OF ANY SUCH OFFERING AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, AND ALL PERSONS WHO CONTROL THE SAME WITHIN THE MEANING OF THE FEDERAL SECURITIES LAWS, FROM AND AGAINST ALL CLAIMS THAT MAY ARISE AS A RESULT OF ANY UNDERTAKING, ACT, OR OMISSION, WHETHER NEGLIGENT OR NOT, WHICH IS DONE OR OMITTED TO BE DONE BY THE PARTICIPANTS OR ANY OF THEIR OFFICERS, COUNCILMEN, AGENTS, ATTORNEYS, AND EMPLOYEES, RELATING TO THE SOUTHERN PLANT OR PROVIDING INFORMATION FOR INCLUSION IN THE SALE AND OFFERING DOCUMENTS. IF ANY SUCH CLAIM IS BROUGHT AGAINST ANY SUCH INDEMNIFIED PERSON, THE PARTICIPANTS SHALL PAY ALL COSTS INCURRED BY SUCH PERSON IN DEFENDING AND (SUBJECT TO APPLICABLE RULES OF ATTORNEY CONDUCT) MAY CONTROL THE DEFENSE OF SUCH CLAIM. Section 16. 'Venue. All amounts due under this Agreement including, but not limited to, payments due under this Agreement or damages for the breach of this Agreement, shall be paid and be due in Guadalupe County, Texas, which is the principal place of performance of this Agreement; and in the event that any legal proceeding is brought to enforce this Agreement or any provision hereof, the same shall be brought in Guadalupe County, Texas. Section 17. Sole Agreement. This Agreement constitutes the sole and only agreement of CCMA, Schertz, and Cibolo relating to the issuance of the Southern Plant Bonds and the payment of the Southern Plant Payments and supersedes any prior understanding or oral or written agreements between CCMA, Schertz, and Cibolo with respect to the subject matter of this Agreement. The Participants understand and agree that CCMA and Schertz shall enter into a separate take-or-pay contract that will unconditionally obligate Schertz to pay the debt service requirements on the Southern Plant Bonds. The Parties understand and agree that a separate agreement will be made and exist relating to the operation and maintenance of the Southern Plant. The Parties further agree and understand that CCMA and Schertz have existing agreements, referenced In this Agreement, regarding the (1) purchase of property for the Southern Plant and (2) preliminary engineering work for the Southern Plant, Section 18. No Third -party Beneficiaries, This Agreement shall inure only to the benefit of the Parties hereto and third persons not privy hereto shall not, in any form or manner, be considered a third -party beneficiary of this Agreement, Section 19. Succession and Assignment. This Agreement is binding upon and shall inure ta'the benefit of the Parties, their heirs, successors and assigns, This Agreement may not be assigned by any Party hereto without the prior written notice to, and prior written approval by, the other Parties, which consent may be withheld without cause. Section 20. Recitals and Exhibits Incorporated. The recitals contained in the preamble hereof and the exhibits hereto are hereby found to be true, and such recitals and exhibits are hereby made a pail of this Agreement for all purposes. 15 436$422 Section 21. Authority to Execute. Each person signing on behalf of the Parties hereby confirms that they have the authority to execute this Agreement on behalf of the Party indicated by their signature. IN WITNESS WHEREOF, the Parties hereto acting under authority of their respective governing bodies have caused this Agreement to be duly executed in several counterparts, each of which shall constitute an original, all as of the day and year first above written, which is the Effective Date of this Agreement. (Signatures on following pages) 16 4368422.7 CIBOLO CREEK MUNICIPAL AUTHORITY _« •� EYE /_r .�,� G� Board President Date r ATTEST; Vj, Tblq STATE•OF TEXAS COUNTY OF GUADALUPE This instrument was acknowledged before me on this 14 A day of 3WA413re , 2014, by 6,m Gfcat gly , President of the Board of Directors of Cibolo Creek Municipal Authority, a conservation and reclamation district created under Article 16, Section 59 of the Texas Constitution, on behalf of said conservation and reclamation district, . &M441- Notary Public, State of Tex a - -A-- N S. BR Printed Name o#'Notary; 01 : °�a{,y BRANDON S. BRADLEY _ •�= Notary PubNc, Stote of Texas fin' ra€ My Commission Expires August 22, 2417 y Commission xpires: 17 4368422,7 CITY Or SCHERTZ, TEXAS By: Iw ATTES STATE OF TEXAS COUNTY OF GUADAL,UPE Date This i strumen was aekpowledged b me on this OP, day of 2014, by M City of Schertz, a home -rule munici a ity and political division of ghee Rttaatte of Texas, on behalf of said municipality. Diary ublic, State of Texas Printed Name of Notary: GaNZALEZ �.h � . ftr) My Commission Expires; IS 4368422.7 S, Notary Pul k State of Texas my Comm, Exp.10-31 -2016 CITY OF CIBOLO, TEXAS By: 6?6&,� T. ATTEST- ��, Qe� STATE OF TEXAS COUNTY OF GUADALUPE Date This instrument was acknowledged before me on this day of 2014, by &be,-tj,:: rao,"e-f'of the City of Cibolo, a home-rule municipality and political subdivision of the State ofTexas, on behalf of said municipality. TO IK, State of Texas LEIGH ANN ROGERS c' To NOVEMBER Printed Name of Notary, 4*4 PLtu ft% OM90 my C*V40* " NOVEMBER 25,2016 My Commission Expires: -1,W0 19 4368422,7 EXH1l31T A General Loeation of Southern Plant 20 4368422,7 EXHIBIT B Southern Plant Cost Estimate 21 4368422.7 Estimated Cost 0.5 MOD Package Plant (Ind Contraotor Install $2,700,000 Additional Sludge Storage $150,000 Site Work $200,000 Iduent Lift Station $500,000 Effluentpipin g and Out#all $200,000 Small Administrative /Lab Building $50,000 Subtotal $3,800,000 Contingency (20 %) $760,000 Total Estimated Construction Cost $4,560,000 Design (Eng,, Survey, Geotech 150 $684,000 Total l stimated Project Costt $5,244,000 21 4368422.7 E XMIT C Payment Terms Schedule r 22 4368422,7 REGIONAL WASTEWATER TREATMENT CONTRACT September 1.1, 2014 between CIBOLO CREEK MUNICIPAL AUTHORITY and CITY OF SCHERTZ, TEXAS SOUTHERN WASTEWATER TREATMENT PLANT PROJECT 53652510.4 FINAL TABLE OF CONTENTS Page ARTICLEDefinitions ................................................................................................................ 2 Section 1.01 Definhkxz---------------------------------2 Section1.02 Construction ................................................................................................ 7 ARTICLE 11 Representations and Warranties ............................................................................... 7 Section 2.01 Representations and Warranties of Authority ---------------7 Section 2.02 Representations and Warranties of Participating Members ........................ 7 ARTICLE III Construction of Project uud|oeuuuoo of Bonds ........................................................ 7 Section 3.01 Construction of Project --------------------------..7 Section 3.02 Issuance ofBonds -----------------------------7 Section3.03 Liens ............................................................................................................ 0 Section3.04 Bonds ...................................................................................... 8 Section 3.05 Payment to Rebate Fund ............................................................................. 9 Section 3.06 Sale and Offering Documents -----------------------9 Section 3.07 Authority's Rights Assigned 0o Trustee ...................................................... 9 ARTICLE IV Treatment of Wastewater; ----------------9 Section 4.01 Wastewater Quality ----------------------------.9 Section 4.02 Wumbep/otcr Delivery --------------------------- 10 Section 4.03 Points of ----------------------------. 10 Section 4.04 Metering Equipment ---------------------------. lO Section 4.05 Participating Member Responsible for Retail Connections ...................... l0 Section 4.06 Authority Treatment and Reuse o[ Wastewater ........................................ lO Section 4.07 Right o[ Entry ............................................................................................ 10 Section 4.08 Wastewater Impact Fees ............................................................................ I ARTICLE PisoolProvisk000 ---------------------------------.11 Section 5.01 Auuuo| Requirement --------------------------- I Section 5.02 Aon/u| ------------------------------ 12 Section 5.03 Payments by Participating MonUzcrs------------------- 13 Section 5.04 Unconditional Payments ------------------------- 14 ARTICLE V] Additional Meoiborw------------------------. 15 Section 6.01 /\ddbkxnu Meoihera-------------------- 15 ARTICLE VII Special Conddk/oa--------------------------------' 16 Section 7.01 Operation and Maintenance o[ the Project ................................................ 16 Section 7.02 Project Soboduke-----------------------------. 16 Section 7.03 Pcnndo and Applicable Lup/ ................................................. lb Section 7.04 Title to Wastewater; ------------------' 16 Section 7.05 Payments Solely From Revenues .............................................................. 16 Section 7.06 Operating Expenses ---------------------------' 16 8eohoo 7.07 Rates for Wastewater ................................................................................ 17 Section 7.08 Use of Funds and System ------------------------' 17 Section 7.09 ------------------------------. 17 TABLE OF CONTENTS (continued) Page Section 7.11 Additional Special Provisions ................................................................... i7 Section 8.01 Anunn| Reports ------------------------------\O Section 8.02 Material Event Notices .............................................................................. \O Section 8.03 Limitations, Disclaimers, and Amendments ---------------lo Section 8.04 Information Format — Incorporation bv Reference ................................... 2\ Section 8.05 Term of Contract ....................................................................................... 2| Section 8.06 Approval and Consent ............................................................................... 2L Section 8.07 Modification and Amendment ................................................................... 2| Section 8.08 Addresses and Notice ................................................................................ 22 Section 8.09 State oz Federal Laws, Rules, Orders, or Regulations ----------.22 Section 8.10 Remedies Upon Default ............................................................................ 22 Section &|| -------------------------------'22 Section8.12 Venue ........................................................................................................ 23 Section 8.13 Assignment --------------------------------23 Section 8.14 Bu1irc Agreement ----------------------------'23 Section 8.15 Applicable Law ......................................................................................... 23 Section 8.16 No Sale, Lease, or(]<bec Transfer o[ Participating Members' l}6I itv System ------------------------------'23 Section 8.17 Counterparts -------------------------------.23 Section 8.18 Goods and Sovereign Immunity; Limitation on 53652510.4 -ii- REGIONAL WASTEWATER TREATMENT CONTRACT THIS REGIONAL WASTEWATER TREATMENT CONTRACT (this "Contract ") dated as of the September 11, 2014 (the "Contract Date ") is between the CIBOLO CREEK MUNICIPAL AUTHORITY, a regional conservation and reclamation district created under and essential to accomplish the purposes of Article XVI, Section 59 of the Constitution of the State of Texas and Chapter 8166, Texas Special District Laws and Codes (the "Authority ") and the CITY OF SCHERTZ, TEXAS, a home rule municipality (as the "Original Participating Members ", which, together with any Additional Participating Members as hereinafter defined, are collectively or individually referred to herein as "Participating Members "). i i DI_�►l i.� D��►i I 08181F WHEREAS, the Act (hereinafter defined) provides that the Authority is vested with and has the right to exercise all of the rights, powers, privileges, authority, and functions conferred by the general laws of the State of Texas applicable to a river authority pursuant to Chapter 30, Texas Water Code, as amended, and to municipal utility districts, including without limitation those conferred by Chapter 54, Title 4, Texas Water Code, as amended; and WHEREAS, the Authority's boundaries currently include all of the territory located in the service area of its members as provided in their respective certificates of convenience and necessity issued by the Texas Commission on Environmental Quality (the "Commission "); and WHEREAS, the Authority plans to acquire, construct, build, own, expand, improve, renovate, equip, operate, and maintain a regional wastewater treatment facility (known as Southern Wastewater Treatment Plant Project) as a regional wastewater treatment facility and certain related transmission lines (the "Project ") for the purpose of receiving, treating, and transmitting certain of the wastewater delivered pursuant to certain contracts now in force or to be entered into in the future; and WHEREAS, the Authority intends to acquire, build, own, operate, and maintain (i) a regional wastewater treatment facility and (ii) certain related transmission lines and related facilities, for the purpose of receiving, treating, and transmitting certain wastewater delivered pursuant to certain contracts now in force or to be entered into in the future; and WHEREAS, to finance the costs of the acquisition, construction, and equipping of the Project, the Authority intends to issue one or more series of its contract revenue bonds or other debt obligations (the "Bonds "), pursuant to a public, competitive, or negotiated sale, to be secured by and payable from revenues received by the Authority pursuant to this Contract; and WHEREAS, for and in consideration of the Authority to receive wastewater for treatment as provided herein, the Participating Members are willing and have agreed to contract with the Authority as hereinafter provided to deliver wastewater to the Project and to pay the costs of the Project by assisting in the amortization of the principal of and interest on the Bonds and paying the Authority's Operation and Maintenance Expenses (hereinafter defined); and WHEREAS, the Authority and the Participating Members are authorized to enter into this Contract pursuant to the Authority's enabling statute, Chapter 8166, Texas Special District Laws and Codes, as amended (the "Act ") and Chapter 791, Texas Government Code, as amended (the "Interlocal Cooperation Act "), and other applicable laws; and 53652510.4 WHEREAS, the Authority agrees that the Participating Members shall continue to own their respective Certificates of Convenience and Necessity issued by the Commission, shall continue to own and operate their respective utility systems, and any respective wastewater treatment facilities currently owned by each of the Participating Members; and WHEREAS, each of the Participating Members under this Contract proposes to pay its share of costs of the Project and the Bonds based upon a rate methodology to be developed by the Authority or in proportion to the respective amounts of wastewater each has agreed to deliver under this Contract; and NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and subject to the terms and conditions hereinafter set forth, the Authority and each of the Participating Members agree and contract as follows: ARTICLE I Definitions Section 1.01 Definitions. The following terms and expressions as used in this Contract, unless the context clearly shows otherwise, shall have the following meanings: (1) "Act" means Chapter 8166, Texas Special District Laws and Codes, as amended. (2) "Additional Participating Member(s)" means any entity or entities hereafter agreeing pursuant to Section 6.01 of this Contract to be bound by the terms of this Contract, as it may be amended from time to time. (3) "Adjusted Annual Payment" means the Annual Payment as adjusted by the Board during or after an Annual Payment Period, as provided by this Contract. (4) "Annual. Payment" means the amount of money to be paid to the Authority by each Participating Member during each Annual Payment Period as its share of the Annual Requirement. (5) "Annual Payment Period" means the Authority's Fiscal Year, which currently begins on October 1 of each calendar year and ends on September 30 of the next following calendar year, but which may be any twelve consecutive month period fixed by the Authority. (6) "Annual Requirement" means, during an Annual Payment Period, the total amount required to pay all Operation and Maintenance Expenses of the Authority and the Project, including Project Costs, and all costs and payments due and payable, including the Bond Payment, for the amortization of the Bonds. (7) "Authority" means the Cibolo Creek Municipal Authority, a regional conservation and reclamation district created under and essential to accomplish the purposes of Article XVI, Section 59 of the Constitution of the State of Texas and created in accordance with the Act. Except as otherwise noted herein, actions required or permitted to be taken by the Authority under this Contract may be taken by the General Manager on behalf of the Authority. 53652510.4 -2- (8) "Authority Service Rules and Policies" means the Authority's Schedule for Rates, Fees, Charges, and Orders (including, but not limited to, the Authority Industrial Waste Order) related to the System, as amended by the Authority Board of Directors from time to time. (9) `Board" or "Board of Directors" means the governing body of the Authority. (10) "Boardmembers" means a member or members of the Board. (11) "Bond Resolution" means any order or other financing documents of the Authority which authorizes any Bonds. (12) "Bond Payment" means the amount of money to be paid to the Authority by the Participating Members from the revenues of the Participating Members' utility system as an operating and maintenance expenses of the Participating Members' utility system pursuant to Chapter 1502, as amended, Texas Government Code, or other applicable law, at the times and in the amounts required herein and also as set forth in Sections 3.02, 5.03, 5.04, 7.05, and 7.06 of this Contract. (1.3) "Bonds" means all bonds, notes, or other debt obligations payable from and secured, in whole or in part, from the payments to the Authority under this Contract, and the interest thereon, hereafter issued by the Authority to finance the costs to acquire, construct, expand, renovate, improve, and equip the Project, and /or all bonds, notes, or other obligations issued subsequently to finance costs to improve and extend the Project, and any bonds or other obligations issued to refund any other bonds, notes, or other obligations to refund any other refunding bonds or other obligations. (1.4) "Code" means the Internal Revenue Code of 1986, and any amendments thereto, as in force and effect on the date of delivery of any series of Bonds. (15) "Commission" means the Texas Commission on Environmental Quality or any successor entity thereto. (16) "Contract" means this Regional Wastewater Treatment Contract (Southern Wastewater Treatment Plant Project), as initially executed and as it may be amended from time to time. (1.7) "Credit Agreement" means any credit agreement, as defined in and authorized by the provisions of Chapter 1371, as amended, Texas Government Code which the Authority enters into relating to its obligations with respect to the Bonds. (18) ` EMMA" means the MSRB's Electronic Municipal Market Access system, accessible by the general public, without charge, on the intemet through the uniform resource locator (URL) http://www.emma.msrb.org. (1.9) "Fiscal Year" means the Authority's fiscal year, which currently begins on October 1 of each year and ends on September 30 of the following year, as it may be changed from time to time by the Authority with notice to the Participating Members. (20) "Force Majeure" means such term only as it is defined in Section 5.04 of this Contract. (21) "General Manager" means the general manager of the Authority's operations, including any party or entity that the Authority enters into a management contract to provide these services. 53652510.4 -3- (22) "Land Interests" means the easements, right -of -way, and other interests in real property necessary for the acquisition, construction, and operation of the Project. (23) "MSRB" means the Municipal Securities Rulemaking Board and any successor to its duties. (24) "Operation and Maintenance Expenses" means, during an Annual Payment Period, all direct costs and expenses incurred by the Authority for its operation and maintenance, including but not limited to, the operation and maintenance of the Project, including (for greater certainty but without limiting the generality of the foregoing) amounts payable under any contract with any federal, state, or local agency for the construction, operation, and/or wastewater treatment facilities or any contribution or payment in lieu of taxes or any fee or charge by any government authority relating to the Authority's treatment of wastewater hereunder, the costs of utilities, supervision, engineering, accounting, auditing, legal services, insurance premiums, supplies, services, and administration of the Project, Overhead Expenses, and costs of operating, repairing, maintaining, and replacing equipment for proper operation and maintenance of the Project. The term "Operation and Maintenance Expenses" does not include depreciation charges or such portion of the above - described costs to the extent such costs are paid pursuant to an agreement other than this Contract. (25) "Original Participating Members" means the City of Schertz, Texas. (26) "Overhead Expenses" means the Authority's reasonable and necessary costs and expenses incurred and directly related to the issuance and servicing of the Bonds, the acquisition of Land Interests required for the Project, if any, the design, permitting, financing, acquisition, construction, and ownership of the Project and any other activities required of or involving the Authority in connection with or attributable to the Project or the Bonds, including, but not limited to: (a) per diem and reimbursable expenses incurred by the Board for special meetings of the Board related to the Project, (b) services of the professional, technical skilled and unskilled persons and firms engaged by or associated with the Authority, other than Authority staff personnel, together with their reimbursable expenses paid or required to be paid by the Authority; (c) salaries of the Authority's staff attributable to the Project or the Bonds based on time expended, as documented or reasonably estimated by the General Manager of the Authority, times an overhead factor of two (2), which factor shall be subject to adjustment by the Authority from time to time in response to actual or reasonably projected overhead expenses of the Authority; (d) the costs of preparing applications for and obtaining all approvals and authorizations required for the Project or the Bonds from the regulatory authorities having jurisdiction; (e) the cost of property casualty and public liability insurance; including any insurance deductible charged to or required to be paid by the Authority; (f) all costs incurred in litigation involving or relating to the Project; and (g) any and all other costs and expenses, including out -of- pocket expenses, incurred by the Authority attributable to the Project or the Bonds, whether enumerated above or not and whether or not included in the definition or as a part of Project Costs. 53652510.4 -4- (27) "Participating Member(s)" means certain of the Original Participating Members and all Additional Participating Members from time to time subject to this Contract. (28) "Permitted Liens" means: (a) Minor irregularities, charges, liens, encumbrances, defects, easements, licenses, rights -of -way, servitudes, restrictions, mineral rights, and clouds on title which, in the opinion of counsel to the Authority, do not materially impair the use of the Project for the purposes for which it is designed. (b) Easements for roads (as used in this Contract, the term "roads" shall include, without limitation, streets, curbs, gutters, drains, ditches, sewers, conduits, canals, mains, aqueducts, aerators, connections, ramps, docks, viaducts, alleys, driveways, parking areas, walkways, and trackage), utilities (which for purposes of this Contact shall include, without limitation, water, sewer, electricity, gas, telephone, pipeline, railroad, and other collection, transportation, light, heat, power, and communication systems) and similar easements and other easements, rights -of -way, rights of flowage, flooding, diversion or outfall, licenses, restrictions, and obligations relating to the operation of the Project which, in the opinion of counsel to the Authority, do not materially impair the use of the Project for the purposes for which it is designed. (c) Rights of the United States or any state or political subdivision thereof, or other public or governmental authority or agency or any other entity vested with the power of eminent domain to take or control property or to terminate any right, power, franchise, grant, license, or permit previously in force. (29) "Point(s) of Delivery" means the point or points designated in Exhibit B to this Contract or by subsequent agreement where wastewater will be delivered to the Authority by Participating Members concerning the Project. (30) "Prohibited Wastes" means those substances and waste prohibited from being discharged into the System as described in the Authority Service Rules and Policies. (31) "Project" means the "Project" as defined in the preamble of this Contract. (32) "Project Costs" means and includes, without limitation, the following costs incurred for the Project by or on behalf of the Authority: (a) the cost of acquisition of the Land Interests, including appraisals, closing costs and title insurance policies; (b) the cost of acquisition, construction, repair, replacement, or improvement of any structure, item of equipment, or other item, used for, or in connection with, the Project; (c) the cost of site preparation of the Land Interests, including demolition or removal of structures and improvements as necessary or incident to accomplishing the Project; (d) the cost of engineering, legal, architectural or other related services; (e) the preparation cost of plans, specifications, studies, surveys, cost estimates, and other expenses necessary or incident to planning, providing, or financing the Project; (f) the cost of machinery, equipment, furnishings, and facilities necessary or incident to placing the Project in operation; 53652510.4 -5- (g) finance charges and interest before, during, and after construction; (h) costs incurred in connection with financing the Project, including, without limitation: a. financing, legal, accounting, financial advisory, rating agency, and auditing fees, expenses and disbursements; b. the costs of a Credit Agreement; C. the cost of printing, engraving, and reproduction services; and d. the cost of a trustee's or paying agent's initial or acceptance fee and subsequent fees. (i) all costs, fees and expenses of litigation of all kinds; 0) the cost of property casualty and public liability insurance; (k) the Authority's Overhead Expenses; and (1) other costs generally recognized as a part of project construction costs. (33) "Rule" means SEC Rule 15c2 -12, as amended from time to time. (34) "SEC" means the United States Securities and Exchange Commission and any successor to its duties. (35) "Sale and Offering Documents" means any official notice of sale, official bid form, preliminary official statement, official statement, application to the Texas Water Development Board, or other offering document for the Bonds. (36) "State" means the State of Texas. (37) "System" means the Authority's separate enterprise fund consisting of the works, improvements, facilities, plants, equipments, appliances, property, easements, leaseholds, licenses, privileges, right of use or enjoyment, contract rights or other interests in property comprising the regional wastewater treatment facility designated as the "Southern Wastewater Treatment Plant Project" of the Authority now owned or to be hereafter purchased, constructed or otherwise acquired whether by deed, contract or otherwise, together with any additions or extensions thereto or improvements and replacements thereof, including the Project, except the facilities which the Authority may purchase or acquire with the proceeds of the sale of Special Project Bonds, so long as such Special Project Bonds are outstanding, notwithstanding that such facilities may be physically connected with the System; provided, however, that System shall not include any other enterprise fund currently owned, operated, and maintained by the Authority. (38) "Wastewater Impact Fee" means a charge imposed per connection for wastewater services pursuant to Chapter 395 of the Local Government Code for funding the costs of wastewater capital improvements or facility expansions necessary to serve the Participating Member in the amount set forth in the Authority Service Rules and Policies and as amended from time to time by the Authority's Board of Directors. Section 1.02 Construction. Unless the context requires otherwise, words of the masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice 53652510.4 -6- versa, and words of the singular number shall be construed to include correlative words of the plural number and vice versa. This Contract and all the terms and provisions hereof shall be constructed to effectuate the purposes set forth herein and to sustain the validity of this Contract. ARTICLE II Representations and Warranties Section 2.01 Representations and Warranties of Authority. The Authority hereby represents and warrants that it has full power and authority to treat wastewater delivered by the Participating Members in accordance with the terms of this Contract and the execution and delivery of this Contract by the Authority and the performance by the Authority of the provisions hereof do not and will not conflict with or constitute on the part of the Authority a breach or a default of any provision of any other contract or agreement of the Authority. Section 2.02 Representations and Warranties of Participating Members. Each of the Participating Members hereby represents and warrants that it has full power and authority to delivery wastewater to the Authority in accordance with the terms of this Contract; and the execution and delivery of this Contract by each Participating Member and the performance of the provisions hereof by each Participating Member do not and will not conflict with or constitute on the part of such Participating Member a breach or a default of any provision of any other contract or agreement of such Participating Member. ARTICLE III Construction of Project and Issuance of Bonds Section 3.01 Construction of Project. The Authority agrees that the acquisition, construction, improvement, and equipping of the Project by the Authority will be accomplished in accordance with generally accepted engineering practices and, subject to the issuance of the Bonds pursuant to Section 3.02 to provide a source of funds, with all practical dispatch. Section 3.02 Issuance of Bonds. A. The Authority may issue its Bonds, payable from and secured by a pledge of the Annual Payments from this Contract to finance the costs of acquiring, owning, constructing, extending, enlarging, repairing, renovating, equipping, and otherwise improving the Project. B. Each Bond Resolution of the Authority shall specify the exact principal amount of the Bonds to be issued thereunder, which Bonds shall mature within the maximum allowable period or such shorter period as determined by the Authority and shall bear interest not exceeding the maximum allowable rates, all as permitted by law, and each Bond Resolution shall contain such other terms and provisions pertaining to the security and payment of Bonds and the operation and maintenance of the Project as may be necessary for the marketing and sale of the Bonds. The Authority may from time to time issue its Bonds in such amounts as are within its judgment and discretion sufficient to achieve full implementation of the Project. C. Prior to the final adoption of a Bond Resolution or any amendment of a Bond Resolution by the Authority's Board of Directors, a draft of the proposed Bond Resolution, and the Sale and Offering Documents shall be presented to the Participating Member for review and approval. The Participating Members shall adopt a resolution approving the issuance of Bonds and delegate to an 53652510.4 -%- authorized representative the approval of the final terms and provisions of the Bonds, including the principal amount, as reflected in the final Bond Resolution. D. Upon the Participating Member approval of (i) each form of Bond Resolution hereafter adopted by the Authority, (ii) any amendments to any Bond Resolution, and (iii) the Sale and Offering Documents and the delivery to the Authority of a certification signed by the authorized representative of the Participating Member to the effect that the Bond Resolution and the Sale and Offering Documents comply with this Contract, then upon the adoption and approval of the Bond Resolution in such final form by the Authority's Board of Directors, the execution of an approval certificate by the authorized representatives of each of the Participating Members approving the final terms and provisions of the Bonds and the Bond Resolution, and the issuance and delivery of the Bonds to the purchaser thereof, the Bond Resolution shall for all purposes be considered approved by the Authority and deemed to be in compliance with this Contract in all respects, and the Bonds issued thereunder will constitute Bonds as defined in this Contract for all purposes. Any owner of Bonds is entitled to rely fully and unconditionally on any such approval. E. All covenants and provisions in the Bond Resolution affecting, or purporting to bind, the Participating Member, shall, upon the delivery of the Bonds, become absolute, unconditional, valid, and binding covenants and obligations of the Participating Member so long as said Bonds and interest thereon are outstanding and unpaid, and may be enforced as provided in this Contract and the Bond Resolution. Particularly, the obligation of the Participating Member to make, promptly when due, all Annual Payments specified in this Contract and all payments described in Section 5.03 hereof shall be absolute and unconditional, and said obligation may be enforced as provided in this Contract. In addition, subject to the approval of the Participating Member, the Authority may enter into Credit Agreements, to the extent permitted by law, for the purpose of achieving the lowest financing costs for the Project. Section 3.03 Liens. Neither the Participating Members nor the Authority will create or permit or suffer to exist any lien, encumbrance, or charge upon the Project or any interest therein at any time, except Permitted Liens. Section 3.04 Tax - Exempt Bonds. The parties hereto understand and agree that the Authority will use its best efforts to provide for, but will not be liable for a failure to produce, the lowest overall debt service cost for the Bonds to be issued for the Project. In connection therewith, the parties intend that the Authority will issue Bonds the interest on which is excludable from the gross income of the owners thereof for federal income tax purposes. The parties hereto acknowledge their understanding that the federal income tax laws impose certain restrictions on the use and investment of proceeds of such tax - exempt bonds and on the use of the property financed therewith and the output produced therefrom. Accordingly, the parties agree and covenant that if the Bonds are offered to investors with the understanding that the interest will be exempt from federal income taxation, then the parties, their assigns and agents, will take such action to assure, and refrain from such action which will adversely affect the treatment of such Bonds as obligations described in section 103 of the Code. Should either party fail to comply with such covenant, the effect of which being that the Bonds no longer qualify as obligations described in the Code, such defaulting party shall be liable for all costs resulting from the loss of the tax - exempt status of the Bonds. The parties hereby agree and covenant to comply with all of the representations and covenants relating to such exemption which are set out in any Bond Resolution. The parties further agree and covenant that in the event the Bonds issued are to be tax - exempt, they will modify such agreements, make such filings, restrict the yield on investments, and take such other action necessary to fulfill the applicable provisions of the Code. For these purposes, the parties may rely on the respective opinion of any firm of nationally - recognized bond attorneys selected by them. In the 53652510.4 -8- event that a conflict arises in the opinions of the respective firms of each of the parties, the parties will identify a different firm, that is mutually acceptable to both parties, in order to resolve the conflict of opinion. Section 3.05 Payment to Rebate Fund. In the event that tax- exempt Bonds are issued as provided in Section 3.04, the Authority hereby covenants and agrees to make the determinations and to pay any deficiency into a rebate fund, at the times and as described in the Bond Resolution to comply with the provisions of section 148(f)(2) of the Code. In any event, if the amount of cash held in the rebate fund shall be insufficient to permit the trustee or paying agent to make payment to the United States of America of any amount due on any date under section 148(f)(2) of the Code, the Authority forthwith shall pay the amount of such insufficiency on such date to the trustee or paying agent in immediately available funds for such purpose. Section 3.06 Sale and Offering Documents. At the request of the Authority, the Participating Members shall provide to the Authority current and historical information concerning their respective utility systems, general fund information, the financial conditions results, and prospects of the Participating Members, and such other information concerning the Participating Members as the Authority shall deem advisable for inclusion in the Sale and Offering Documents for the Bonds of each series and shall certify to the Authority and the underwriters of any offering of Bonds to be made by means of such Sale and Offering Documents when and if the Participating Members deem such Sale and Offering Documents to be complete and final for purposes of the Rule. The Participating Members represent and warrant that all statements concerning the Participating Members (including, without limitation, their financial condition, results, and prospects, their utility system, and any demographic and economic information concerning the area served by their utility system) that are contained in any Sale and Offering Document shall be true in all material respects and shall not omit to state any material fact necessary to make the statements made in such Sale and Offering Document, in the light of the circumstances in which they are made, not misleading. Section 3.07 Authority's Rights Assigned to Trustee. The Participating Members are advised and recognize that as security for the payment of the Bonds, the Authority may assign to a trustee, pursuant to one or more trust indentures to be authorized by the Bond Resolution, the Authority's rights under this Contract, including the right to receive the Annual Payments hereunder and the amounts described in Section 5.03 hereof. The Participating Members herewith assent to such assignment and will make the Annual Payments and the payments described in Section 5.03 hereof directly to the trustee without defense or set -off by reason of any dispute between the Participating Members and the Authority or the trustee. All rights against the Participating Members arising under this Contract or the Bond Resolution and assigned to the trustee may be enforced by the trustee, or the owners of the Bonds, to the extent provided in the Bond Resolution, and the trustee, or the owners of the Bonds, shall be entitled to bring any suit, action, or proceeding against the Participating Members, to the extent provided in the Bond Resolution, for the enforcement of this Contract, and it shall not be necessary in any such suit, action, or proceeding to make the Authority a party thereto. ARTICLE IV Treatment of Wastewater; Operating Requirements Section 4.01 Wastewater Quality. The quality of wastewater delivered to the System shall comply with applicable provisions of the Authority Service Rules and Policies. Wastewater delivered to the System shall not include Prohibited Wastes. 53652510.4 -9- Section 4.02 Wastewater Delivery. The Participating Members hereby agree to pay the Authority for the delivery and treatment of wastewater and the Authority hereby agrees to receive from the Participating Members all of the wastewater to be treated by the Authority at the Project subject to the terms and provisions of this Contract or other contracts which generate System revenues. Section 4.03 Points of Delivery. Each Participating Member agrees to deliver wastewater at the Point(s) of Delivery for such Participating Member set forth in Exhibit B hereto. Modification of such Points of Delivery may be mutually agreed to in writing between each Participating Member, respectively, and the Authority. The Authority will maintain ownership of the connection (being any device, including welded pipe connections, wastewater installations, valves, meter vaults, or similar devices) between the Authority's System and the utility system of the Participating Members. Section 4.04 Metering Equipment. The Authority will furnish, install, operate, and maintain at its expense the necessary equipment and devices (including a meter house or pit) of standard type required for measuring the quantity of wastewater delivered by the Participating Member to the Authority under this Contract at the Point or Points of Delivery. Such meters and other equipment so installed shall be the property of the Authority. The Authority shall inspect, calibrate, and adjust its meters at least annually as necessary to maintain accurate measurements of the quantity of wastewater being delivered. Each Participating Member shall have access to the metering equipment at all reasonable times for inspection and examination, but the reading, calibration, and adjustment thereof shall be done only by employees or agents of the Authority. If requested, a Participating Member may witness such reading, calibration, and adjustment of meters. Any measuring device which fails to function or which functions incorrectly shall promptly be adjusted, repaired or replaced by a like device having the required accuracy. A meter registering not more than five percent (5 %) above or below the test results shall be deemed to be accurate. The previous readings of any meter disclosed by tests to be inaccurate shall be corrected for one -half (1 /2) the period elapsed since the next preceding meter test but in no event to exceed six (6) months in accordance with the percentage of inaccuracy found by such tests. If any meter fails to register for any period, the amount of wastewater furnished during such period shall be deemed to be the amount of wastewater delivered in the corresponding period immediately prior to the failure, unless the Authority and the Participating Member shall agree upon a different amount. All readings of meters will be entered upon proper books of record maintained by the Authority. Any Participating Member may have access to said record books during normal business hours. Section 4.05 Participating Member Responsible for Retail Connections. The Participating Member will be solely responsible for providing retail wastewater service within its boundaries. The Participating Member shall not provide wastewater services received under this Contract to any entity, private or public, other than the Participating Member's retail customers located within its boundaries. The Participating Member will be solely responsible for ensuring compliance by its retail customers with the applicable terms of this Contract, for the applicable provisions of the Authority Service Rules and Policies and for the proper and lawful application of Participating Member's policies and regulations governing connection to the System. Section 4.06 Authority Treatment and Reuse of Wastewater. The Authority may treat the wastewater delivered by the Participating Member pursuant to this Contract and dispose of or reuse the effluent generated thereby in such manner as may be provided in the Authority's permit or other Commission authorization in its sole discretion Section 4.07 Right of Entry. The Participating Member agrees to provide Authority the right of entry and access to the Participating Member's utility system at all reasonable times upon prior notice 53652510.4 -10- in order to inspect facilities, to investigate the source of operational or maintenance problems, for preventive purposes intended to detect, minimize, or avert operational or maintenance problems, or for any other purpose reasonably related to the provision of wastewater services pursuant to this Contract. Section 4.08 Wastewater Impact Fees. (a) The Participating Member shall be obligated to pay Authority a Wastewater Impact Fee for each new retail wastewater customer that connects to the System and receives wastewater service provided under this Contract. For the term of this Contract, the Wastewater Impact Fee will be the amount established from time to time in the Authority Service Rules and Policies, provided that no increase in the Wastewater Impact Fee will become effective for the Participating Member until the Authority has given at least 60 days' prior written notice of the change to the Participating Member, and any such increases shall be applied to connections in accordance with Chapter 395, Texas Local Government Code, in order to allow the Participating Member adequate time to make corresponding changes to its rate order. The Wastewater Impact Fee paid for each new retail wastewater connection to the System shall be due and payable to Authority within 45 days after the end of the calendar month in which the new retail wastewater connection is made. (b) Within 45 days after the end of each calendar month, Participating Member shall submit a monthly report to Authority, reflecting the new customer(s), service address(es), meter size(s) and an estimated quantity of wastewater flows for which payment of a Wastewater Impact Fee is being made. The Authority reserves the right to audit all Participating Member submitted data and recalculate the estimated quantity of wastewater flows in accordance with the Authority Service Rules and Policies. If no new connections have been made, the monthly report will still be required, but will reflect that there have been no changes from the prior reporting period. If the Participating Member fails to submit any report within the time period required by this Contract, Authority may assess the Participating Member a $50 late charge per customer account not reported. Unless changed by written notice in accordance with Section 8.02 hereof, the Wastewater Impact Fees and monthly reports required by the Section 4.08 will be submitted to the following address: Cibolo Creek Municipal Authority P.O. Box 930 Schertz, Texas 78154 Attention: General Manager (c) The Wastewater Impact Fee has been designed to fund or recover all or a part of the costs of the System for capital improvements or facility expansions intended to serve "new development" (as that tenn is defined in the Texas Impact Fee Law, Chapter 395 of the Texas Local Government Code) in the Authority's service area and, upon payment, the Participating Member will have a guaranteed reservation of capacity in the System for the quantity of wastewater flows for which a Wastewater Impact Fee has been paid. (d) The Authority specifically acknowledges and agrees that Wastewater Impact Fees may be paid by other third parties on behalf of the Participating Member. ARTICLE V Fiscal Provisions Section 5.01 Annual Requirement. Subject to the terms and provisions of this Contract, the Authority will provide and pay for the cost of the Project through the issuance of the Bonds. It is acknowledged and agreed that payments by the Participating Members to the Authority under this Contract will be the sole or primary source of funds available to the Authority to provide the Annual 53652510.4 -11- Requirement. Each Participating Member shall be obligated to pay the full amount of its Annual Requirement notwithstanding that it may elect not to deliver wastewater under this Contract. In compliance with the Authority's duty to fix and from time to time to revise the rates and charges for services rendered under this Contract, the Annual Requirement may change from time to time. Each such Annual. Requirement shall be allocated among the Participating Members and the Authority based upon a rate methodology to be developed by the Authority or according to their respective amount of wastewater delivered pursuant to the terms of this Contract, and the Annual. Requirement for each Annual Payment Period shall be identified in each annual budget and shall at all times be not less than an amount sufficient to pay or provide for the payment of the following: A. all Operation and Maintenance Expenses; and B. an amount to fund a special reserve for the Operation and Maintenance Expenses or for additional capital improvements to the Project; the total amount to be accumulated for such operating and additional capital improvements reserve shall not exceed 25% of the annual Operation and Maintenance Expenses (estimated to be approximately three (3) months' expenses); and C. when the Authority and the Participating Members agree to issue Bonds to finance the costs of the Project, a capital component, including principal, interest, premium, reserve funds, and other funds established or required by any Bond Resolution and to pay the principal of and interest on the Bonds. Section 5.02 Annual Budget. Each annual budget for the acquisition and /or operation and maintenance of the Project shall always provide for amounts sufficient to pay the Annual Requirement. Each Participating Member will be furnished a copy of such annual budget, and each Participating Member hereby acknowledges its ability to pay its share of the Annual Requirement from available funds budgeted therefor. On or before July 15 of each year thereafter commencing July 15, 2015, . the Authority shall furnish to each Participating Member a preliminary estimate of the Annual Payment required from each Participating Member for the next following Annual Payment Period. Not less than 60 days before the commencement of each Annual Payment Period beginning in Fiscal. Year 2014 -2015, the Authority shall cause to be prepared a preliminary budget for the Project for the next ensuing Annual Payment Period. A copy of such preliminary budget shall be filed with each Participating Member before action by the Board. Any Participating Member may submit comments about the preliminary budget directly to the Board. The Board may adopt the preliminary budget or make such amendments thereof as to it may seem proper; provided, however, no change or amendment to the preliminary budget will be made by the Board after such preliminary budget has been submitted to the Participating Members which change or amendment would in effect increase the Annual Requirement without resubmitting such amended preliminary budget to the Participating Members. The Board shall thereupon approve the annual budget. With respect to budgetary matters, the Participating Members shall have the right only to comment on the preliminary budget; their approval of the preliminary or final annual budget shall not be required. The annual budget thus approved by the Board shall be the annual budget for the next ensuing Annual Payment Period. The annual budget, including the first annual budget, may be amended by the Authority at any time to transfer funds from one account or fund to another account or fund, provided such transfer will not increase the total budget and the transfer of funds is attributable to the costs of the Project or to the Project's maintenance and operation. Subject to notification to the Participating Members, the amount for any account or fund, or the amount for any purpose, in the annual budget may be increased through formal action by the Board even though such action might cause the total amount of the annual budget for the Project to be exceeded; provided, 53652510.4 -12- however, such action shall be taken only in the event of an emergency or special circumstances which shall be clearly stated in the notice to the Participating Members and in the resolution at the time such action is taken by the Board. Notwithstanding anything herein to the contrary, no failure of the Authority to estimate, and no mistake by the Authority in any estimate of, the amount of or schedule for Annual Payments due from the Participating Members in any Fiscal Year shall relieve the Participating Members from (or defer) their absolute and unconditional obligation to make all Annual Payments in full when due. Section 5.03 Payments by Participating Members. A. Each Participating Member agrees to pay a connection fee for each Point of Delivery equal to the total cost of material, labor, and equipment required to implement such connection. B. For wastewater delivered by the Participating Members to the Authority under this Contract (whether or not the Participating Members delivers such wastewater), each of the Participating Members agrees to pay, at the time and in the manner hereinafter provided, its share of the Annual Requirement. Each of the Participating Members shall pay its part of the Annual Requirement for each Annual Payment Period directly to the Authority (or its assigns), in monthly installments in accordance with the schedule of payments furnished by the Authority, as hereinafter provided. C. Each Participating Member shall pay a proportionate share of the Annual Requirement according to a rate methodology to be developed by the Authority or based upon the relative amount of wastewater delivered by each Participating Member and set forth on Exhibit A, as amended from time to time. The Authority shall charge each Participating Member its share of pumping costs according to the amount of wastewater actually delivered to the Authority. D. Each Participating Member's allocated share of the Annual Requirement for each Annual Payment Period shall be made in accordance with a written schedule of payments for the appropriate Annual Payment Period which will be supplied to each of the Participating Members by the Authority. E. Notwithstanding the foregoing, the Annual Requirement, and each Participating Member's share thereof, shall be redetermined, after consultation with each of the Participating Members, at any time during any Annual Payment Period, to the extent deemed necessary or advisable by the Authority, if- (1) unusual, extraordinary, or unexpected Operation and Maintenance Expenses are required which are not provided for in the Authority's annual budget or reserves for the Project; (2) Operation and Maintenance Expenses of the Project are substantially less than estimated; (3) a Participating Member's interest under this Contract is terminated as provided herein or Additional Participating Members become subject to this Contract; (4) the Authority issues Bonds for the Project; or (5) the Authority receives either significantly more or significantly less revenues or other amounts than those anticipated. 53652510.4 -13- F. Each Participating Member hereby agrees that it will make payments to the Authority required by this Contract at the Authority's offices within 15 days of the date a bill for service is deposited in the United States mail. If any Participating Member at any time disputes the amount to be paid by it to the Authority, such complaining party shall nevertheless promptly make such payment or payments; but if it is subsequently determined by agreement or by appropriate administrative, board, agency, or court decision that such disputed payments should have been less, or more, the Authority shall promptly revise and reallocate the charges in such manner that the Participating Member will recover its overpayment or the Authority will recover the amount due it. All amounts due and owing to the Authority by each Participating Member or due and owing to any Participating Member by the Authority shall, if not paid when due, bear interest at the maximum lawful nonusurious rate of interest per annum from the date when due until paid. G. The Authority shall, to the extent permitted by law, suspend the delivery of services or the acceptance of wastewater to the Project by any Participating Member which remains delinquent in any payments due under the preceding paragraph for a period of thirty (30) days, and shall not resume delivery of services or the acceptance of wastewater to the Project while such Participating Member is so delinquent. The Authority also retains the right to charge a reconnection fee or other appropriate charges prior to commencing utility service to the delinquent Participating Member. The Authority shall pursue all legal remedies against any such delinquent Participating Member to enforce and protect the rights of the Authority, the other Participating Members, and the holders of the Bonds, if Bonds have been issued or incurred. The delinquent Participating Member shall not be relieved of the liability to the Authority for the payment of all amounts which would have been due hereunder had no default occurred or the percentage had not been redetermined as provided in this Section. It is understood that the foregoing provisions are for the benefit of the Authority and holders of the Authority's Bonds, if Bonds have been issued or incurred, so as to insure that all of the Annual Requirement will be paid by the non - delinquent Participating Members and the Authority during each Annual Payment Period regardless of the delinquency of a particular Participating Member. If any amount due and owing the Authority by any Participating Member is placed with an attorney for collection, such Participating Member shall pay to the Authority all attorneys' fees, in addition to all other payments provided for herein, including interest. H. If, during any Annual Payment Period, any Participating Member's Annual Payment is redetermined in any manner as provided or required in this Section, the Authority will promptly furnish such Participating Member with an updated schedule of monthly payments reflecting such redetermination. Section 5.04 Unconditional Payments. A. Notwithstanding any provision of this Contract to the contrary, while this Contract remains in effect each of the Participating Members agrees to pay its share of the total cost of the Project and the Bonds. Initially, the Participating Members agree to pay 100% of the Annual Requirement, including, but not limited to, the Bond Payment. B. Recognizing that the Participating Members urgently require the facilities and services of the Project, and that such facilities and services are essential and necessary for actual use and for standby purposes, and further recognizing the fact that the Authority will use payments received from the Participating Members to pay and secure the Bonds, it is hereby agreed that each of the Participating Members shall be unconditionally obligated to pay, without offset or counterclaim, its share of the Annual Requirement, as provided and determined in this Contract, regardless of whether or not the Authority actually acquires, constructs, or completes the Project or is actually receives wastewater at the 53652510.4 -14- Project from any Participating Member hereunder, or whether or not any Participating Member actually delivers wastewater to the Project whether due to Force Majeure or any other reason whatsoever, regardless of any other provisions of this or any other contract or agreement between any of the parties hereto. This covenant by the Participating Members shall be for the benefit of and enforceable by the holders of the Bonds as well as the Authority. C. If by reason of Force Majeure a Participating Member or the Authority shall be rendered unable wholly or in part to carry out its obligations under this Contract, other than the obligation of each Participating Member to make the payments required under Section 5.03 of this Contract, then if such party shall give notice and full particulars of such Force Majeure in writing to the other Participating Members and /or the Authority, as appropriate, within a reasonable time after occurrence of the event or cause relied on, the obligation of the Participating Member or the Authority giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, but for no longer period, and such Participating Member or the Authority shall endeavor to remove or overcome such inability with all reasonable dispatch. The term "Force Majeure" as employed herein shall mean acts of God, strikes, lockouts or other industrial disturbances, acts of public enemy, orders of any kind of the Government of the United States or the State of Texas, or any civil or military authority, insurrection, riots, epidemics, landslides, lightning, earthquake, fires, hurricanes, storms, floods, washouts, droughts, arrests, restraint of government and people, civil disturbances, explosions, breakage or accidents to machinery, pipelines or canals, partial or entire failure of wastewater delivery facilities, or on account of any other causes not reasonable within the control of the party claiming such inability. ARTICLE VI Additional Participating Members Section 6.01 Additional Participating Members. If capacity at the Plant is available, the Authority and the Original Participating Members agree that additional entities may become subject to the provisions of this Contract as Additional Participating Members by providing the following to the Authority and the then Participating Members: A. an executed signature page to this Contract in form satisfactory to the Authority; B. to the extent any representation contained in this Contract relating to Participating Members does not correctly describe such entity, a revision of such representations satisfactory in form and content to the Authority in the Authority's sole discretion to be included on Exhibit C to this Contract; C. a revised Exhibit A to this Contract satisfactory to the Authority and all then Participating Members; D. a revised Exhibit B to this Contract setting forth the Point(s) of Delivery for such entity which shall be satisfactory to the Authority; E. a completed Exhibit C to this Contract to the extent applicable to such entity and in form satisfactory to the Authority; and F. such other certifications and information as may be reasonably requested by the Authority and the then Participating Members. 53652510.4 -15- ARTICLE VII Special Conditions Section 7.01 Operation and Maintenance of the Project. The Authority will continuously operate and maintain the Project in an efficient manner and in accordance with good business and engineering practices, and at reasonable cost and expense. The Authority recognizes its right and duty to operate the Project in the most prudent and economical manner for the benefit of all Participating Members. Section 7.02 Project Schedule. It is the intent of the parties that the Project be placed in operation as soon as practicable, and the Authority agrees to proceed diligently with the evaluation of feasibility, the securing of regulatory permits, and the design and construction of the Project to meet such schedule, subject to the other terms and conditions in this Contract. Section 7.03 Permits, Financing, and Applicable Laws. Any obligations on the part of the Authority to acquire, construct, and complete the Project and related facilities and to treat wastewater at the Project from the Participating Members shall be (i) conditioned upon the Authority's ability to obtain all necessary permits, material, labor, and equipment; (ii) subject to the Authority's final determination of feasibility of transportation of the wastewater to the Project; (iii) conditioned upon the ability of the Authority to finance the cost of the Project through the sale of the Bonds; and (iv) subject to all present and future valid laws, orders, rules, and regulations of the United States of America, the State of Texas, the Commission, and any regulatory body having jurisdiction. Section 7.04 Title to Wastewater; Indemnification. Title to all wastewater delivered by each Participating Member shall be in the Participating Member up to the Point of Delivery for such Participating Member, at which point title shall pass to the delivering Participating Member to the Authority. The Authority and each of the Participating Members shall, to the extent permitted by law, save and hold each other harmless from all claims, demands, and causes of action which may be asserted by anyone on account of the transportation and delivery of this wastewater while title remains in such party. Section 7.05 Payments Solely From Revenues. The Authority shall never have the right to demand payment by any Participating Member of any obligations assumed by it or imposed on it under and by virtue of this Contract from funds raised or to be raised by taxes, and the obligations under this Contract shall never be construed to be a debt of such kind as to require any of the Participating Members to levy and collect a tax to discharge such obligation. Nonetheless, any Participating Member may make payments from its utility system revenues, or from any other lawful source, including ad valorem taxes, if lawfully available to such Participating Member. Section 7.06 Operating Expenses. Each of the Participating Members represents and covenants that, to the extent payments under this Contract are made with utility system revenues, such payments shall constitute reasonable and necessary "operating expenses" of its utility system, as defined in Chapter 1502, as amended, Texas Government Code, and that all such payments will be made from the revenues of its utility system or any other lawful source. Each Participating Member represents and has determined that the wastewater to be treated at the Project by the Authority is absolutely necessary and essential to the present and future operation of its utility system and that the Project represents a long -term plan for the treatment of the Participating Member wastewater to meet current and projected needs of the Participating Member's utility system and facilities, and, accordingly, all payments required by this Contract to be made by each Participating Member shall constitute reasonable and necessary operating expenses of its utility system as described above, with the effect that such payments 53652510.4 -16- from revenues of such systems shall be deducted from gross revenues of the system in the same manner as other system operating and maintenance expenses for purposes of determining net revenues available to pay bonds or other similar obligations heretofore or hereafter issued by such Participating Member, which obligations are payable from and secured by a pledge of the revenues of the system or facilities after deduction of maintenance and operating expenses. Section 7.07 Rates for Wastewater. Each of the Participating Members agrees throughout the term of this Contract to continuously operate and maintain its utility system and to fix and collect such rates and charges for utility services to be supplied by its system as aforesaid as will produce revenues in an amount equal to at least (i) all of the expenses of operation and maintenance expenses of such system, including specifically, its Annual Payment under this Contract, and (ii) all other amounts as required by law and the provisions of the ordinance or resolutions authorizing its revenue bonds or other obligations now or hereafter outstanding, including the amounts required to pay all principal of and interest on such bonds and other obligations. Section 7.08 Use of Funds and System. The Authority covenants and agrees that neither the proceeds from the sale of the Bonds, nor the money paid it pursuant to this Contract, nor any earnings from the investment of any of the foregoing, will be used for any purposes, except those directly relating to the Project and the Bonds as provided in this Contract. Section 7.09 Rights -of -Way. A. Each Participating Member hereby grants to the Authority without additional cost to the Authority, the use of the streets, easements, rights -of -way, and pipelines under its control for the construction, emergency repairs, operation, and maintenance of the Project and the provision and transmission of wastewater hereunder; provided, however, such grant of the use of streets, easements, rights -of -way, and pipelines to the Authority is subject to and conditioned on the Authority (i) complying with all applicable policies, practices, and regulations of the Participating Members governing and regulating such use of the streets, easements, rights -of -way, and pipelines and (ii) paying all costs, if any, of restoring such streets, easements, rights -of -way, and pipelines to substantially the salve state of condition that existed prior to the Authority's use. B. To the extent they have such ownership authority, each Participating Member agrees that, with prior written approval, the Authority may use streets, alleys, and public rights -of -way within the Participating Member's boundaries for pipeline purposes. Section 7.10 Insurance. The Authority agrees to carry and arrange for fire, casualty, public liability, and/or other insurance, including self- insurance, on the Project for purposes and in amounts which, as determined by the Authority, ordinarily would be carried by a privately owned utility company owning and operating such facilities, except that the Authority shall not be required to provide liability insurance except to insure itself against risk of loss due to claims for which it can, in the opinion of the Authority's legal counsel, be liable under the Texas Tort Claims Act or any similar law or judicial decision. Such insurance will provide, to the extent feasible and practicable, for the restoration of damaged or destroyed properties and equipment, to minimize the interruption of the services of such facilities. Premiums for such insurance that relate directly to the Project or, under generally accepted cost accounting practices, is allocable to the Project, shall constitute an Operation and Maintenance Expense. Section 7.1.1 Additional Special Provisions. The parties hereto acknowledge and agree to the Special Provisions, if any, which are set forth in Exhibit C hereto. The Special Provisions for this 53652510.4 -17- Contract reflect circumstances or issues for specific Participating Members which may be different from those of other Participating Members and therefore constitute a modification of or requirement in addition to the standard provisions otherwise contained in this Contract. To the extent of any conflict between any Special Provision and any other provision of this Contract, the Special Provision shall control. ARTICLE VIII Continuing Disclosure Section 8.01 Annual Reports. The Authority (and each Participating Member if required by the Rule in its Approval Certificate for any series of Bonds) shall file annually with the MSRB, (1) within six months after the end of each Fiscal Year of the Authority ending in or after 2014, financial information and operating data with respect to the Authority of the general type included in the Sale and Offering Documents authorized by Section 33 of the Bond Resolution, being the information described in Exhibit C to the Bond Resolution, and (2) if not provided as part of such financial information and operating data, audited financial statements of the Authority, when and if available. Any financial statements so to be provided shall be (i) prepared in accordance with the accounting principles described in Exhibit C to the Bond Resolution, or such other accounting principles as the Authority may be required to employ from time to time pursuant to state law or regulation, and (ii) audited, if the Authority commissions an audit of such financial statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period, then the Authority shall file unaudited financial statements within such period and audited financial statements for the applicable Fiscal Year to the MSRB, when and if the audit report on such financial statements becomes available. The Authority must have its records and accounts audited annually and shall have an annual financial statement prepared based on the audit. The annual financial statement, including the auditor's opinion on the statement, shall be filed in the office of the Secretary, Board of Directors, within 1.80 days after the last day of the Authority's Fiscal Year. Additionally, upon the filing of this financial statement and the annual audit, these documents are subject to the Texas Open Records Act, as amended, Texas Government Code, Chapter 552. If the Authority changes its Fiscal. Year, it will file notice of such change (and of the date of the new Fiscal Year end) with the MSRB prior to the next date by which the Authority otherwise would be required to provide financial information and operating data pursuant to this Section. Section 8.02 Material. Event Notices. The Authority shall file notice of any of the following events with respect to the Bonds to the MSRB in a timely manner and not more than 1.0 business days after occurrence of the event: (1) Principal and interest payment delinquencies; (2) Non - payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements reflecting financial difficulties; (5) Substitution of credit or liquidity providers, or their failure to perform; (6) 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 53652510.4 -18- material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; (7) Modifications to rights of holders of the Bonds, if material; (8) Bond calls, if material, and tender offers; (9) Defeasances; (10) Release, substitution, or sale of property securing repayment of the Bonds, if material; (1.1) Rating changes; (12) Bankruptcy, insolvency, receivership, or similar event of the Authority, which shall occur as described below; (13) The consummation of a merger, consolidation, or acquisition involving the Authority or the sale of all or substantially all of its assets, other than in the ordinary course of business, the entry into of a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (14) Appointment of a successor or additional paying agent /registrar or the change of name of a paying agent /registrar, if material. For these purposes, any event described in the immediately preceding paragraph (12) is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the Authority in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Authority, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Authority. The Authority shall file notice with the MSRB, in a timely manner, of any failure by the Authority to provide financial information or operating data in accordance with this Section by the time required by this Section. Section 8.03 Limitations Disclaimers and Amendments. The Authority shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the Authority remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except that the Authority in any event will give notice of any deposit that causes the Bonds to be no longer Outstanding. The provisions of this Section are for the sole benefit of the holders and beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The Authority undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that 53652510.4 -19- may be relevant or material to a complete presentation of the Authority's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The Authority does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. UNDER NO CIRCUMSTANCES SHALL THE AUTHORITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE AUTHORITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the Authority in observing or performing its obligations under this Section shall constitute a breach of or default under this Contract for purposes of any other provision of this Contract. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the Authority under federal and state securities laws. The provisions of this Section may be amended by the Authority 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 Authority, but only if (1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a) the holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Contract that authorizes such an amendment) of the Outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the Authority (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the holders and beneficial owners of the Bonds. The Authority may also repeal or amend the provisions of this Section if the SEC amends or repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment that such provisions of the Rule are invalid, and the Authority also may amend the provisions of this Section in its discretion in any other manner or circumstance, but in either case only if and to the extent that the provisions of this sentence would not have prevented an underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds, giving effect to (a) such provisions as so amended and (b) any amendments or interpretations of the Rule. If the Authority so amends the provisions of this Section, the Authority 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. Section 8.04 Information Format — Incorporation by Reference. The Authority information required under this Section shall be filed with the MSRB through EMMA in such format and accompanied by such identifying information as may be specified from time to time thereby. Under the current rules of the MSRB, continuing disclosure documents submitted to EMMA must be in word - searchable portable document format (PDF) files that permit the document to be saved, viewed, printed, and retransmitted by electronic means and the series of obligations to which such continuing disclosure documents relate must be identified by CUSIP number or numbers. 53652510.4 -20- Financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document) available to the public through EMMA or filed with the SEC. Section 8.05 Term of Contract. This Contract shall be effective on and from the Contract Date, and shall continue in force and effect for forty (40) years; provided, however, the term of this Contract and the expiration date may be extended for succeeding five (5) year periods at the option of one or more of the Participating Members. It is understood and agreed by the Authority and each Participating Member that the delivery of wastewater hereunder shall continue throughout any renewals or extension of this Contract. The Authority's obligation to provide wastewater services hereunder shall commence from the date the Project becomes operational and functional as certified by the consulting engineers for the Project. Section 8.06 Approval and Consent. Unless otherwise provided herein, any approval or consent required by the provisions of this Contract by a Participating Member or the Authority shall be evidenced by a written resolution adopted by the governing body of the party giving such approval or consent (or by the General Manager on behalf of the Authority when permitted). Upon receipt of such written resolution duly certified by the appropriate party, the Authority or the Participating Member can conclusively act on the matter requiring such approval. Section 8.07 Modification and Amendment. A. No change, amendment, or modification of this Contract shall be made or be effective which will affect adversely the prompt payment when due of all money required to be paid by any Participating Member under this Contract or any similar contract, and no such change, amendment, or modification shall be made or be effective which would cause a violation of any provisions of any Bond Resolution. B. This Contract may be amended upon the written consent of the Authority and all then Participating Members; provided, however, no amendment to this Contract shall impair the rights of any holder of any of the Authority's Bonds. Section 8.08 Addresses and Notice. Unless otherwise provided herein, any notice, communication, request, reply, or advice (herein severally and collectively, for convenience, called "Notice ") herein provided or permitted to be given, made or accepted by any party to any other party must be in writing and may be given or be served by depositing the same in the United States mail . postpaid and registered or certified and addressed to the party to be notified, with return receipt requested, or by delivering the same to an officer of such party, or by prepaid telegram when appropriate, addressed to the party to be notified. Notice deposited in the mail in the manner hereinabove described shall be conclusively deemed to be effective, unless otherwise stated herein, from and after the expiration of three days after it is so deposited. Notice given in any other manner shall be effective only if and when received by the party to be notified. For the purposes of notice, the addresses of the parties hereto shall, until changed as hereinafter provided, be as follows: A. If to the Authority, to: Cibolo Creek Municipal Authority 100 Dietz Road Schertz, Texas 78154 53652510.4 -21- B. If to the City of Schertz, Texas to: City of Schertz, Texas 1400 Schertz Parkway Schertz, Texas 781.54 The parties hereto shall have the right from time to time and at any time to change their respective addresses and each shall have the right to specify as its address any other address by at least fifteen (15) days' written notice to the other parties hereto. Section 8.09 State or Federal Laws, Rules, Orders, or Regulations. This Contract is subject to all applicable federal and state laws and any applicable permits, ordinances, rules, orders, and regulations of any local, state, or federal governmental authority having or asserting jurisdiction, but nothing contained herein shall be construed as a waiver of any right to question or contest any such law, ordinance, order, rule, or regulation in any forum having jurisdiction. Section 8.10 Remedies Upon Default. It is not intended hereby to specify (and this Contract shall not be considered as specifying) an exclusive remedy for any default, but all such other remedies (other than termination) existing at law or in equity may be availed of by any party hereto and shall be cumulative. Recognizing, however, that the Authority's undertaking to provide and maintain the Project is an obligation, failure in the performance of which cannot be adequately compensated in money damages alone, the Authority agrees, in the event of any default on its part, that each Participating Member shall have available to it the equitable remedy of mandamus and specific performance in addition to any other legal or equitable remedies (other than termination) which may also be available. Recognizing that failure in the performance of any Participating Member's obligations hereunder could not be adequately compensated in money damages alone, each Participating Member agrees in the event of any default on its part that the Authority shall have available to it the equitable remedy of mandamus and specific performance in addition to any other legal or equitable remedies (other than termination) which may also be available to the Authority. Notwithstanding anything to the contrary contained in this Contract, any right or remedy or any default hereunder, except the right of the Authority to receive the Annual Payment which shall never be determined to be waived, shall be deemed to be conclusively waived unless asserted by a proper proceeding at law or in equity within two (2) years plus one (1) day after the occurrence of such default. No waiver or waivers of any breach or default (or any breaches or defaults) by any party hereto or of performance by any other party of any duty or obligation hereunder shall be deemed a waiver thereof in the future, nor shall any such waiver or waivers be deemed or construed to be a waiver of subsequent breaches or defaults of any kind, character, or description, under any circumstance. Section 8.1.1 Severability. The parties hereto specifically agree that in case any one or more of the sections, subsections, provisions, clauses, or words of this Contract or the application of such sections, subsections, provisions, clauses, or words to any situation or circumstance should be, or should be held to be, for any reason, invalid or unconstitutional, under the laws of the State or the United States of America, or in contravention of any such laws, such invalidity, unconstitutionality, or contravention shall not affect any other sections, subsections, provisions, clauses, or words of this Contract or the application of such sections, subsections, provisions, clauses, or words to any other situation or circumstance, and it is intended that this Contract shall be severable and shall be construed and applied as if any such invalid or unconstitutional section, subsection, provision, clause or word had not been included herein, and the rights and obligations of the parties hereto shall be construed and remain in force accordingly. 53652510.4 -22- Section 8.12 Venue. All amounts due under this Contract, including, but not limited to, payments due under this Contract or damages for the breach of this Contract, shall be paid and be due in Guadalupe County, Texas, which is the County in which the principal administrative offices of the Authority are located. It is specifically agreed among the parties to this Contract that Guadalupe County, Texas, is the place of performance of this Contract; and in the event that any legal proceeding is brought to enforce this Contract or any provision hereof, the same shall be brought in Guadalupe County, Texas. Section 8.13 Assignment. Neither the Authority nor any Participating Member may assign any interest it may have under this Contract without the prior written consent of the other parties hereto; provided, however, the foregoing restriction shall not prevent the Authority from taking any action in connection with the issuance of the Bonds to secure the payment of the Bonds with amounts to be received by the Authority under this Contract. Section 8.14 Entire Agreement. This Contract constitutes the entire agreement among the parties with respect to the delivery of wastewater to the Plant for treatment by the Authority for the benefit of the Participating Members. Section 8.15 Applicable Law. This Contract shall be governed by and construed in accordance with the laws of the State, and the obligations, rights, and remedies of the parties hereunder shall be determined in accordance with such laws without reference to the laws of any other state or jurisdiction, except for applicable federal laws, rules, and regulations. Section 8.16 No Sale, Lease, or Other Transfer of Participating Members' Utility se. Pursuant to the terms of this Contract, a Participating Member, to the extent permitted by law, shall not sale, lease, or otherwise transfer any substantial interest in such Participating Member's utility system without the written consent of the Authority. Section 8.17 Counterparts. This Contract may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 8.18 Goods and Services; Waiver of Sovereign Immunity; Limitation on Damages. The Participating Members under the Contract agree that the mutual commitment stated in the Contract to provide wastewater treatment services and funding for utility system improvements constitute an agreement by each party for providing goods and services to the other parties, and that the Contract, as amended, is subject to Chapter 271, Subchapter I, of the Texas Local Government Code. [The remainder of this page intentionally left blank.] 53652510.4 -23- IN WITNESS WHEREOF, the parties hereto acting under authority of their respective governing bodies have caused this Contract to be duly executed as of the day and year first above written. CIBOLO CREEK MUNICIPAL AUTHORITY LN LVIRM" Secretary, Board of Directors (AUTHORITY SEAL) 53652510.4 S -1 President, Board of Directors CITY OF SCHERTZ, TEXAS Lm ATTEST: City Secretary (CITY SEAL) 53652510.4 S-2 Mayor I�'ii�[is[i1.1 Rate Methodology Established Pursuant to the Authority's Service Rules and Policies TO BE DETERMINED, BUT THE ANNUAL REQUIREMENT SHALL BE THE SOLE RESPONSIBILITY OF THE CITY OF SCHERTZ, TEXAS, UNTIL ANOTHER PARTICIPATING MEMBER IS APPROVED PURSUANT TO THE TERMS OF THE CONTRACT 53652510.4 A -1 Foll7two, Points of Deliver 53652510.4 B-1 Exhibit C Special Provisions NONE 53652510.4 C -1 $4,500,000 Cibolo Creek Municipal Authority Debt Model for Southern Treatment Plant October 15, 2018 *Interest Rates for the Series 2018 Bonds Calculated at 4.83% Total Estimated Bond Payments - City of Schertz Fiscal Year Contract Revenue Bonds Contract Revenue Bonds Total Ending 9/301 Series 2014 Series 2018 Debt Service 2015 $342,650 $342,650 $342,650 2016 $411,150 $411,150 $411,150 2017 $413,150 $413,150 $413,150 2018 $410,250 $410,250 $410,250 2019 $412,250 $172,911 $585,161 2020 $414,150 $312,650 $726,800 2021 $410,950 $312,900 $723,850 2022 $412,750 $312,900 $725,650 2023 $412,800 $312,650 $725,450 2024 $412,700 $312,150 $724,850 2025 $412,450 $316,400 $728,850 2026 $410,250 $315,150 $725,400 2027 $412,850 $313,650 $726,500 2028 $410,050 $316,900 $726,950 2029 $412,050 $314,650 $726,700 2030 $413,650 $312,150 $725,800 2031 $409,850 $315,175 $725,025 2032 $410,850 $312,750 $723,600 2033 $411,450 $315,100 $726,550 2034 $411,650 $312,000 $723,650 2035 $411,450 $313,675 $725,125 2036 $413,200 $314,900 $728,100 2037 $414,200 $315,675 $729,875 2038 $409,450 $316,000 $725,450 2039 $409,200 $314,750 $723,950 2040 $413,200 $313,000 $726,200 2041 $409,600 $315,750 $725,350 2042 $410,600 $312,750 $723,350 2043 $411,000 $314,250 $725,250 2044 $410,800 $315,00 0 725 800 Total $12,280,600 $8,025,836 $20,306,436 *Interest Rates for the Series 2018 Bonds Calculated at 4.83% *Interest Rates for the Series 2018 Bonds Calculated at 4.83% Payments - City of Schertz Fiscal Year Fiscal Year Contract Revenue Bonds Contract Revenue Bonds Total Ending 9/30 Series 2014 Series 2018 Debt Service 2015 $342,650 $0 $342,650 2016 $411,150 $0 $411,150 2017 $413,150 $0 $413,150 2018 $410,250 $0 $410,250 2019 $412,250 $172,911 $585,161 2020 $414,150 $312,650 $726,800 2021 $410,950 $312,900 $723,850 2022 $412,750 $312,900 $725,650 2023 $412,800 $312,650 $725,450 2024 $412,700 $312,150 $724,850 2025 $206,225 $316,400 $522,625 2026 $205,125 $315,150 $520,275 2027 $206,425 $313,650 $520,075 2028 $205,025 $158,450 $363,475 2029 $206,025 $157,325 $363,350 2030 $206,825 $156,075 $362,900 2031 $204,925 $157,588 $362,513 2032 $205,425 $156,375 $361,800 2033 $205,725 $157,550 $363,275 2034 $205,825 $156,000 $361,825 2035 $0 $156,838 $156,838 2036 $0 $0 $0 2037 $0 $0 $0 2038 $0 $0 $0 2039 $0 $0 $0 2040 $0 $0 $0 2041 $0 $0 $0 2042 $0 $0 $0 2043 $0 $0 $0 2044 LO LO LO Total $6,110,350 $3,937,561 $10,047,911 *Interest Rates for the Series 2018 Bonds Calculated at 4.83% *Interest Rates for the Series 2018 Bonds Calculated at 4.83% Payments - City of Cibolo Fiscal Year Contract Revenue Bonds Contract Revenue Bonds Total Ending 9/30 Series 2014 Series 2018 Debt Service 2015 $0 $0 $0 2016 $0 $0 $0 2017 $0 $0 $0 2018 $0 $0 $0 2019 $0 $0 $0 2020 $0 $0 $0 2021 $0 $0 $0 2022 $0 $0 $0 2023 $0 $0 $0 2024 $0 $0 $0 2025 $206,225 $0 $206,225 2026 $205,125 $0 $205,125 2027 $206,425 $0 $206,425 2028 $205,025 $158,450 $363,475 2029 $206,025 $157,325 $363,350 2030 $206,825 $156,075 $362,900 2031 $204,925 $157,588 $362,513 2032 $205,425 $156,375 $361,800 2033 $205,725 $157,550 $363,275 2034 $205,825 $156,000 $361,825 2035 $411,450 $156,838 $568,288 2036 $413,200 $314,900 $728,100 2037 $414,200 $315,675 $729,875 2038 $409,450 $316,000 $725,450 2039 $409,200 $314,750 $723,950 2040 $413,200 $313,000 $726,200 2041 $409,600 $315,750 $725,350 2042 $410,600 $312,750 $723,350 2043 $411,000 $314,250 $725,250 2044 $410,800 $315,000 $725,80 0 Total $6,170,250 $4,088,275 $10,258,525 *Interest Rates for the Series 2018 Bonds Calculated at 4.83% CITY COUNCIL MEMORANDUM City Council Meeting: Department: Finance Agenda No. 14 October 23, 2018 Subject: RESOLUTION NO. 18 -R -138 - CONSIDERATION AND APPROVAL OF A RESOLUTION APPROVING A BOND ORDER TO BE ADOPTED BY THE BOARD OF DIRECTORS OF THE CIBOLO CREEK MUNICIPAL AUTHORITY AUTHORIZING THE ISSUANCE OF OBLIGATIONS DESIGNATED AS " CIBOLO CREEK MUNICIPAL AUTHORITY CONTRACT REVENUE BONDS, SERIES 2018 (SOUTHERN WASTEWATER TREATMENT PLANT PROJECT)"; ACKNOWLEDGING THAT THESE OBLIGATIONS WILL BE SOLD TO HILLTOP SECURITIES INC., SAN ANTONIO, TEXAS, AS THE AUTHORIZED REPRESENTATIVE OF A GROUP OF UNDERWRITERS PURSUANT TO THE PROVISIONS OF A PURCHASE CONTRACT; APPROVING, RATIFYING, RECONFIRMING, AND READOPTING THE PROVISIONS OF A REGIONAL WASTEWATER TREATMENT CONTRACT; AUTHORIZING THE MAYOR, THE MAYOR PRO TEM, THE ACTING CITY MANAGER, AND THE CITY SECRETARY OF THE CITY OF SCHERTZ, TEXAS TO EXECUTE ON BEHALF OF THE CITY OF SCHERTZ, TEXAS ALL DOCUMENTS IN CONNECTION WITH THIS TRANSACTION; AND OTHER MATTERS IN CONNECTION THEREWITH M410RIT118"I The Southern Treatment Plant Project (the "Project" or the "Plant ") is a joint effort by the City of Schertz and Cibolo Creek Municipal Authority ( "CCMA ") to bring wastewater service to the southern portion of the City of Schertz, southern portion of the City of Cibolo, and the Interstate 10 corridor. The need for the Project is a result of the rapid development of the southern portions of the City of Schertz, and anticipated growth along the I -10 corridor and southern portion of the City of Cibolo. The Project, which will replace an existing smaller package plant, will initially treat up to 500,000 gallons per day, the equivalent of just over 2,000 homes. CCMA will own, operate and maintain the Plant, located on property already acquired for this purpose. Original opinions of probable construction cost from 2013 were estimated near $5,000,000. Due to increased costs of steel, concrete, and labor, updated 2018 opinions of probable construction cost now exceed $8,000,000. This makes it necessary to acquire additional funding for the Proj ect. The Contract Revenue Bonds, Series 2018 (Southern Treatment Plant Project) (the "Bonds ") are being issued to finish construction of the Project. The Plant, when completed, will allow CCMA to provide regional wastewater treatment services to the City of Schertz and the City of Cibolo (together the "Cities ") as described in the Funding Agreement entered into by the Cities and executed by the City of Schertz on September 9, 2014 and by the City of Cibolo on September 15, 2014. FISCAL IMPACT After the issuance Bonds, the City's Utility System will be responsible for annual payments of roughly $730,000 annually for 26 inore years to support the Project. Through an interlocal agreement with CCMA dated September 11, 2014, the City is responsible for 100% of the payment of the Series 2014 bonds previously issued and these Bonds (collectively the "Southern Wastewater Treatment Plant Project Bonds "). The City's ad valorem taxes are not pledged and specifically may never be used to support the Southern Wastewater Treatment Plant Project Bonds. Under the payment terms contained in the Funding Agreement between the Cities, the City will make 100% of the payments on the Southern Treatment Plant Project Bonds for years 1 -10, the Cities will make equal payments (50 -50) for years 11 -20, and the City of Cibolo will make 100% of the payments in years 21 -30. Once the City of Cibolo begins making payments on the Southern Wastewater Treatment Plant Project Bonds, the City of Schertz shall subordinate a portion (not to exceed 50 %) of the exclusive use of the Plant to the City of Cibolo. If the City of Cibolo elects not to participate in the project, Schertz will be responsible for 100% of the Southern Wastewater Treatment Plant Project Bonds as provided for in the Funding Agreement. I"X411 0 u , kl 1 IVI [!"I City Staff and the City's consultants recommend proceeding with the adoption of the Resolution approving the future sale of Bonds to Hilltop Securities by CCMA on November 8, 2018 to complete the construction of the Southern Wastewater Treatment Plant. MOTION: Draft CCMA Bond Order (for Reference Only; to be adopted by CCMA on November 8, 2018). RESOLUTION NO. 18 -R -138 APPROVING A BOND ORDER TO BE ADOPTED BY THE BOARD OF DIRECTORS OF THE CIBOLO CREEK MUNICIPAL AUTHORITY AUTHORIZING THE ISSUANCE OF OBLIGATIONS DESIGNATED AS " CIBOLO CREEK MUNICIPAL AUTHORITY CONTRACT REVENUE BONDS, SERIES 2018 (SOUTHERN WASTEWATER TREATMENT PLANT PROJECT) "; ACKNOWLEDGING THAT THESE OBLIGATIONS WILL BE SOLD TO HILLTOP SECURITIES INC., SAN ANTONIO, TEXAS, AS THE AUTHORIZED REPRESENTATIVE OF A GROUP OF UNDERWRITERS PURSUANT TO THE PROVISIONS OF A PURCHASE CONTRACT; APPROVING, RATIFYING, RECONFIRMING, AND READOPTING THE PROVISIONS OF A REGIONAL WASTEWATER TREATMENT CONTRACT; AUTHORIZING THE MAYOR, THE MAYOR PRO TEM, THE CITY MANAGER, AND THE CITY SECRETARY OF THE CITY OF SCHERTZ, TEXAS TO EXECUTE ON BEHALF OF THE CITY OF SCHERTZ, TEXAS ALL DOCUMENTS IN CONNECTION WITH THIS TRANSACTION; AND OTHER MATTERS IN CONNECTION THEREWITH NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS THAT: Section 1. The City Council (the "City Council ") of the City of Schertz, Texas (the "City ") has reviewed and hereby approves (i) the Bond Order as to form and content, including the factual findings contained therein and all documents referenced therein, to be adopted by the Board of Directors of the Cibolo Creek Municipal Authority (the "Authority ") on November 8, 2018 . relating to the issuance of obligations designated as "Cibolo Creek Municipal Authority Contract Revenue Bonds, Series 2018 (Southern Wastewater Treatment Plant Project)" (the "Bonds "), (ii) the Bonds will be sold to Hilltop Securities Inc., San Antonio, Texas, as the authorized representative of a group of underwriters (the "Underwriters "), (iii) the Regional Wastewater Treatment Contract, including the factual findings contained therein, previously approved and executed between the City and the Authority (the "Contract ") which provides certain security for the payment of the Bonds is hereby approved, ratified, reconfirmed, and readopted, (iv) the bond purchase contract (the "Purchase Contract ") authorizing the sale of the Bonds to the Underwriters, (v) the Sale and Offering Documents (as defined in the Contract), including, but not limited to, the City's annual continuing disclosure requirements in accordance with the Rule (as defined in the Contract), and (vi) the City's obligations under the Contract and acknowledges that the payment of principal of and interest on such Bonds is payable solely from the Annual Payment (as defined in the Contract) to be made by the City to the Authority under and pursuant to the Contract. The Mayor, Mayor Pro Tern, City Manager, and the City Secretary (the "Authorized Officials ") of the City are hereby authorized to execute on behalf of the City, the Purchase Contract and any and all documents in connection with this transaction. This resolution may be relied upon by the appropriate representatives of the parties to this transaction and the Texas Attorney General in his review and approval of this transaction. 73525857.3 Section 2. The City Council recognizes that Section 48 of the Bond Order contains covenants of the City relating to the Bonds. Since certain financial information, financial status, operating data, and annual audits of the City's utility system will be entirely within the control and disposition of the City, and the Preliminary Official Statement and the Final Official Statement prepared in connection with the issuance of the :Bonds (together, the "Official Statement "), describe a continuing disclosure undertaking agreement (the "Undertaking ") of the City, the City Council specifically adopts the covenants hereinafter described, which comprise the Undertaking, and shall comply therewith for so long as all or any portion of the Annual Payments made by the City under the Contract act as security for or a source of repayment of the Bonds. A. Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: EMMA means the MSRB's Electronic Municipal Market Access system, accessible by the general public, without charge, on the internet through the uniform resource locator (URL) http://www.emma.msrb.org. MSRB means the Municipal Securities Rulemaking Board. Rule means SEC Rule l 5c2 -12, as amended from time to time. SEC means the United States Securities and Exchange Commission. B. Annual Reports. The City shall file annually with the MSRB, (1) within six months after the end of each fiscal year of the City ending in or after 2018, financial information and operating data with respect to the City of the general type included in the final Official Statement authorized by Section 33 of the Bond Order, being the information described in Exhibit C thereto, and (2) if not provided as part of such financial information and operating data, audited financial statements of the City, when and if available. Any financial statements so to be provided shall be (i) prepared in accordance with the accounting principles described in Exhibit C thereto, or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation, and (ii) audited, if the City commissions an audit of such financial statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period, then the City shall file unaudited financial statements within such period and audited financial statements for the applicable fiscal year to the MSRB, when and if the audit report on such financial statements becomes available. Under current Texas law, including, but not limited to, Chapter 1.03, as amended, Texas Local Government Code, the City must have its records and accounts audited annually and shall have an annual financial statement prepared based on the audit. The annual financial statement, including the auditor's opinion on the statement, shall be filed in the office of the City Secretary within one hundred eighty (180) days after the last day of the City's fiscal year. Additionally, upon the filing of this financial statement and the annual audit, these documents are subject to the Texas Open Records Act, as amended, Texas Government Code, Chapter 552. 73525857.3 -2- If the City changes its fiscal year, it will file notice of such change (and of the date of the new fiscal year end) with the MSRB prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. C. Notice of Certain Events. The City shall file notice of any of the following events with respect to the Bonds to the MSRB in a timely manner and not more than 10 business days after occurrence of the event: (1) Principal and interest payment delinquencies; (2) Non - payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements reflecting financial difficulties; (5) Substitution of credit or liquidity providers, or their failure to perform; (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 570] -TEB), or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; (7) Modifications to rights of holders of the Bonds, if material; (8) Bond calls, if material, and tender offers; (9) Defeasances; (10) Release, substitution, or sale of property securing repayment of the Bonds, if material; (l l) Rating changes; (12) Bankruptcy, insolvency, receivership, or similar event of the City, which shall occur as described below; (13) The consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of its assets, other than in the ordinary course of business, the entry into of a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (14) Appointment of a successor or additional paying agent /registrar or the change of name of a paying agent /registrar, if material. For these purposes, any event described in the immediately preceding paragraph (12) is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any 73525857.3 -3- other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental . authority having supervision or jurisdiction over substantially all of the assets or business of the City. The City shall file notice with the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with this Section by the time required by this Section. D. Limitations Disclaimers and Amendments. The City shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the City remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except that the City in any event will give notice of any deposit that causes the Bonds to be no longer Outstanding. The provisions of this Section are for the sole benefit of the holders and beneficial owners of the Bonds, and nothing in this Section, 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, financial statements, and notices which it has expressly agreed to provide pursuant to this Section 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 Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, 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 No default by the City in observing or performing its obligations under this Section shall constitute a breach of or default under the Bond Order for purposes of any other provision of the Bond Order. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. 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 73525857.3 -4- 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 Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a) the holders of a majority in aggregate principal amount (or any greater amount required by any other provision of the Bond Order that authorizes such an amendment) of the Outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the holders and beneficial owners of the Bonds. The City may also repeal or amend the provisions of this Section if the SEC amends or repeals the applicable provisions of the Rule or any 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 either case only if and to the extent that the provisions of this sentence would not have prevented an underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds, giving effect to (a) such provisions as so amended and (b) any amendments or interpretations of the Rule. If the City so amends the provisions of this Section, the City 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. E. Information Format — Incorporation by Reference. The City information required under this Section shall be filed with the MSRB through EMMA in such format and accompanied by such identifying information as may be specified from time to time thereby. Under the current rules of the MSRB, continuing disclosure documents submitted to EMMA must be in word - searchable portable document format (PDF) files that permit the document to be saved, viewed, printed, and retransmitted by electronic means and the series of obligations to which such continuing disclosure documents relate must be identified by CUSIP number or numbers. Financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document) available to the public through EMMA or filed with the SEC. Section 3. Authorized Officials of the City will review and approve the Official Statement. Information appearing in the Official Statement concerning the City (including, particularly, the description of the Undertaking and Appendices B and E thereto), as of its date, were and are true and correct in all material respects. Insofar as the City and its affairs, including its financial affairs, are concerned, such Official. Statement did not and does not contain an 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. Insofar as the descriptions and statements, including financial data, of or pertaining to entities, other than the City, and their activities contained in such Official Statement are concerned, such statements and data have been obtained from sources which the City believes to be reliable, and the City has no reason to believe that they are untrue in any material respect. 73525857.3 -5- Section 4. Any Authorized Official, acting for and on behalf of the City, is authorized to execute the Approval Certificate attached hereto as Schedule L The execution of the Approval Certificate shall evidence the sale date of the Bonds by the Authority to the Underwriters in accordance with the provisions of Texas law. Section 5. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the City Council. Section 6. All ordinances and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. Section 7. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 8. If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Resolution would have been enacted without such invalid provision. Section 9. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public 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 Chapter 551, as amended, Texas Government Code. Section 10. This Resolution shall be in force and effect from and after the date of its adoption, and it is so resolved. [The remainder of this page intentionally left blank] 73525857.3 -6- CITY OF SCHERTZ, TEXAS Mayor ATTEST: City Secretary (CITY SEAL) 73525857.3 S -1 SCHEDULE I Approval Certificate 73525857.3 Schedule 1 NORTON ROSE FULBRIGHT October 11, 2018 Norton Rose Fulbright US LLP Via E -Mail 300 Convent Street, Suite 2100 Via Federal Express San Antonio, Texas 78205 -3792 United States Re: City of Schertz, Texas General Obligation and Refunding Bonds, Series 2018 Dear Brenda: I enclose the following documents in connection with the captioned financing for execution at the October 23, 2018 regular meeting of the City Council: 1. Ordinance authorizing the Bonds (one copy and five signature pages); 2. City Secretary's Certificate pertaining to this Ordinance (two copies and five signature pages); 3. Paying Agent/Registrar Agreement (one copy and five signature pages); 4. Escrow Deposit Letter (one copy and five signature pages); 5. General Certificate (one copy and five signature pages); 6. Signature and No- Litigation Certificate (one copy and five signature pages). Please note that this document must be notarized; 7. Certificate as to Official Statement (one copy and five signature pages); 8. Certificate as to Tax Exemption (one copy and five signature pages); 9. IRS Form 8038 -G (one copy and five signature page); 10. Transmittal Letter to the Comptroller of Public Accounts (one copy and five signature pages); 11. Initial Bond (one original and two signature pages); 12. Definitive Bond (one original and five signature pages). Norton Rose Fulbright US LLP is a limited liability partnership registered under the laws of Texas. 73546846.1 Norton Rose Fulbright US LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP and Norton Rose Fulbright South Africa Inc are separate legal entities and all of them are members of Norton Rose Fulbright Verein, a Swiss verein. Norton Rose Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients. Details of each entity, with certain regulatory information, are available at nortonrosefulbright.com. W. Jeffrey Kuhn Ms. Brenda Dennis Partner City Secretary Direct line +1 210 270 7131 City of Schertz, Texas w. jeffrey .kuhn @nortonrosefulbright.com 1400 Schertz Parkway Schertz, Texas 78154 Tel +1 210 224 5575 Fax +1 210 270 7205 nortonrosefuI bright. com Re: City of Schertz, Texas General Obligation and Refunding Bonds, Series 2018 Dear Brenda: I enclose the following documents in connection with the captioned financing for execution at the October 23, 2018 regular meeting of the City Council: 1. Ordinance authorizing the Bonds (one copy and five signature pages); 2. City Secretary's Certificate pertaining to this Ordinance (two copies and five signature pages); 3. Paying Agent/Registrar Agreement (one copy and five signature pages); 4. Escrow Deposit Letter (one copy and five signature pages); 5. General Certificate (one copy and five signature pages); 6. Signature and No- Litigation Certificate (one copy and five signature pages). Please note that this document must be notarized; 7. Certificate as to Official Statement (one copy and five signature pages); 8. Certificate as to Tax Exemption (one copy and five signature pages); 9. IRS Form 8038 -G (one copy and five signature page); 10. Transmittal Letter to the Comptroller of Public Accounts (one copy and five signature pages); 11. Initial Bond (one original and two signature pages); 12. Definitive Bond (one original and five signature pages). Norton Rose Fulbright US LLP is a limited liability partnership registered under the laws of Texas. 73546846.1 Norton Rose Fulbright US LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP and Norton Rose Fulbright South Africa Inc are separate legal entities and all of them are members of Norton Rose Fulbright Verein, a Swiss verein. Norton Rose Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients. Details of each entity, with certain regulatory information, are available at nortonrosefulbright.com. Ms. Brenda Dennis October 11, 2018 Page 2 NORTON ROSE FULBRIGHT Please return the original Initial Bond and Definitive Bond, one completed copy of the City Secretary's Certificate, and all executed signature pages to me. The completed copies of the aforementioned documents should be retained for the files of the City. We will send the appropriate revised documents to the City when the "winning bidder" is determined. We will coordinate with the Paying Agent/Registrar and Escrow Agent to obtain their execution pages. You will coordinate the revisions to the Official Bid Form and getting it executed by the City and the winning bidder. In addition, you will ensure that the winning bidder completes, executes, notarizes, and files the HB 1295 form with the Texas Ethics Commission, if necessary. Thank you, in advance, for your prompt attention to this matter. If I can provide any additional assistance concerning this matter, please do not hesitate to contact me. Very truly yours, W. --- ffr y Kuhn WJ K/j cq Enclosures cc: Mr. Mr. Ms. Mr. Mr. Mr. Mr. Ms. Mr. Mr. Ms. Mr. Mr. Ms. Mr. Mr. 73546846.1 Brian James (City of Schertz, Texas) James Walters (City of Schertz, Texas) Donna Schmoekel (City of Schertz, Texas) Charles Zech (Denton, Navarro, Rocha, Bernal, Hyde & Zech, P.C.) Dan Santee (Denton, Navarro, Rocha, Bernal, Hyde & Zech, P.C.) Mark McLiney (SAMCO Capital Markets, Inc.) Andrew Friedman (SAMCO Capital Markets, Inc.) Veronica Alonzo (SAMCO Capital Markets, Inc.) George W. Scofield (Firm) Clay Binford (Firm) Stephanie V. Leibe (Firm) Adam Harden (Firm) Arnold Cantu III (Firm) Lauren Ferrero (Firm) John D. Hall (Firm) Matthew A. Lee (Firm) DRAFT 10 /4/18 AN ORDER BY THE BOARD OF DIRECTORS OF THE CIBOLO CREEK MUNICIPAL AUTHORITY AUTHORIZING THE ISSUANCE OF "CIBOLO CREEK MUNICIPAL AUTHORITY CONTRACT REVENUE BONDS, SERIES 2018 (SOUTHERN WASTEWATER TREATMENT PLANT PROJECT) "; PROVIDING FOR THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THESE BONDS, TOGETHER WITH CERTAIN CURRENTLY OUTSTANDING PREVIOUSLY ISSUED BONDS, AS PROVIDED HEREIN; PROVIDING THE TERMS AND CONDITIONS OF SUCH BONDS AND RESOLVING OTHER MATTERS INCIDENT AND RELATING TO THE ISSUANCE, PAYMENT, SECURITY, SALE, AND DELIVERY OF SUCH BONDS, INCLUDING THE APPROVAL AND DISTRIBUTION OF AN OFFICIAL STATEMENT PERTAINING THERETO; AUTHORIZING THE EXECUTION OF A PAYING AGENT /REGISTRAR AGREEMENT, AND A PURCHASE CONTRACT, AND A REGIONAL WASTEWATER TREATMENT CONTRACT (SOUTHERN WASTEWATER TREATMENT PLANT PROJECT); COMPLYING WITH THE REQUIREMENTS OF THE DEPOSITORY TRUST COMPANY'S LETTER OF REPRESENTATIONS; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the Cibolo Creek Municipal Authority (the "Authority ") is a conservation and reclamation district and political subdivision of the State of Texas, created and existing pursuant to Article XVI, Section 59 of the Texas Constitution and the laws of the State of Texas, particularly Chapter 8166, Texas Special District Laws and Codes (the "Authority Act "); and WHEREAS, pursuant to law, and particularly the Authority Act and Chapter 791 of the Texas Government Code, as amended (the " Interlocal Cooperation Act "), particularly Section 791.011 thereof, the Authority is empowered to acquire and construct regional wastewater facilities and to treat this wastewater for the benefit of its Participating Members (as defined in the hereinafter referred Contract); and WHEREAS, the Authority Act also authorizes the Authority acting through its Board of Directors (the `Board "), to issue revenue bonds to finance such projects, payable solely from the revenues derived from payments to be made to the Authority by the Participating Members, for the purpose of defraying the cost of financing, acquiring, designing, and constructing the projects; and WHEREAS, pursuant to the provisions of the Interlocal Cooperation Act and the other laws of the State of Texas (the "State "), the Authority and the Participating Members entered into a Regional Wastewater Treatment Contract, dated as of September 11, 2014, . as amended (the "Contract ") pursuant to which the Authority has agreed to finance, refinance, design, permit, acquire, and construct wastewater treatment facilities, supply pipelines, booster pumps, other appurtenances, and necessary easements and other interests in land (the "Project ") and under which the Participating Members would agree to make payments to or on behalf of the Authority, together 82600457.6 with the currently outstanding revenue bonds (hereinafter defined as the "Previously Issued Bonds "), in amounts sufficient to meet all of the Authority's obligations relating to bonds issued to finance or refinance the Project and to operate and maintain the Project; and WHEREAS, the recitals and provisions of the Contract are incorporated herein as if set forth in its entirety, and the capitalized terms of this order shall have the same meanings, and shall be defined as set forth in the Contract; and WHEREAS, the Participating Members have requested that the Authority issue its contract revenue bonds (the "Bonds "), together with the Previously Issued Bonds, pursuant to the Contract to finance the costs of the Project; and WHEREAS, the Participating Members have approved or will approve the Contract and have requested or will request that the Authority also approve the Contract; and WHEREAS, this order constitutes a Bond Resolution as that term is defined in the Contract; and WHEREAS, the principal of the Bonds and the interest thereon, together with the Previously Issued Bonds, are and shall be payable from and secured by a lien on and pledge of the payments designated as "Annual Payments" to be made by the Participating Members pursuant to the Contract (and referenced herein as the "Special. Payments ") in amounts sufficient to pay and redeem, and provide for the payment of the principal of, premium, if any, and interest on the Bonds, together with the Previously Issued Bonds, when due, and the fees and expenses of the Paying Agent /Registrar for the Bonds, all as required by this order; and WHEREAS, the Authority hereby finds and determines that the Bonds can and should be issued as Additional Bonds (hereinafter defined) on a parity with respect to the Special Payments (hereinafter defined) concerning the Previously Issued Bonds in that (i) the Authority is not in default as to any covenant, obligation or agreement contained in any order or other proceeding relating to any Bond Similarly Secured (hereinafter defined) or the Contract (including any amendment or supplement thereto), (ii) the Participating Members (as defined in the Contract), have approved respective resolutions authorizing the issuance of the Bonds as to form and content and acknowledged that the payment of principal of and interest on the Bonds is payable, in whole or in part, from the Special. Payments to be made by the Authority under and pursuant to the Contract, (iii) the Bonds mature on September 1; and (v) this Order provides for deposits to be made to the Bond Fund shall be in amounts sufficient to pay the principal of and interest on the Bonds as the same become due; and WHEREAS, the Authority has determined and does hereby determine that it can finance the Project pursuant to the Authority's obligations under the Contract on the most favorable terms through the issuance of the Bonds in accordance with the terms of this order; and WHEREAS, the Board of the Authority has determined that the Bonds in the total amount of $ should be issued and sold at this time in order to obtain funds necessary to finance the costs of the Project; now, therefore, 82600457.6 -2- 1.3011K91.A13a"A 117 0.3 klmII My IM6067_ "Awe]07i.»Li to]7.we]a IMyIausIDT91KoxyOkiaa MUNICIPAL AUTHORITY THAT: SECTION 1: Authorization - Designation - Principal Amount - Purpose. Contract revenue bonds of the Authority shall be and are hereby authorized to be issued in the aggregate principal amount of THOUSAND AND NO /100 DOLLARS ($ ), to be designated and bear the title of "CIBOLO CREEK MUNICIPAL AUTHORITY CONTRACT REVENUE BONDS, SERIES 2018 (SOUTHERN WASTEWATER TREATMENT PLANT PROJECT)" (the "Bonds "), pursuant to an order adopted by the Board (the "Bond Order ") for the purpose of providing funds to (i) finance, design, permit, acquire, and construct wastewater treatment facilities, supply pipelines, booster pumps, other appurtenances, and necessary easements and other interests in land and (ii) pay the costs and expenses of issuance of the Bonds. The Bonds shall be payable as to both principal and interest solely from and equally and ratably secured, together with the currently outstanding Previously Issued Bonds, by a lien on and pledge of the Special Payments (hereinafter defined) received by the Authority from the Participating Members. The Bonds are authorized to be issued pursuant to the authority conferred by and in conformity with the laws of the State of Texas, particularly Article XVI, Section 59 of the Texas Constitution, the Authority Act, the Interlocal Cooperation Act, and Chapters 30 and 54 of the Texas Water Code, as amended, the Contract, and the Bond Order. SECTION 2: Fully Registered Bonds - Authorized Denominations - Stated Maturities - Interest Rates - Interest Payments — Bond Date. The Bonds are issuable in fully registered form only; shall be dated November 15, 2018 (the "Bond Date ") and shall be in denominations of $5,000 or any integral multiple thereof, and the Bonds shall become due and payable on September 1 in each of the years and in principal amounts (the "Stated Maturities ") and bear interest on the unpaid principal amounts from the Bond Date (hereinafter defined), or the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity, at the per annum rates, while Outstanding, in accordance with the following schedule: Year of Principal Interest Stated Maturity Amounts ($) Rates 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 82600457.6 -3- Year of Stated Maturity 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 Principal Amounts ($) Interest Rates The Bonds shall bear interest on the unpaid principal amounts from the Bond Date, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, to the Stated Maturity, at the rates per annum rates shown in the above schedule (computed on the basis of a 360 -day year of twelve 30 -day months). Interest on the Bonds shall be payable on September 1 and March 1 in each year, commencing September 1, 2019 . (the "Interest Payment Date "), while the Bonds are Outstanding. SECTION 3: Payment of Bonds - Pang Agent/Registrar. The principal of, premium, if any, and interest on the Bonds, due and payable by reason of Stated Maturity, redemption, or otherwise, shall be payable, without exchange or collection charges to the Holder (as hereinafter defined), appearing on the registration and transfer books maintained by the Paying Agent /Registrar (hereinafter defined), in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and such payment of principal of and interest on the Bonds shall be without exchange or collection charges to the Holder (hereinafter defined) of the Bonds. The selection and appointment of UMB Bank, N.A., Austin, Texas (the "Paying Agent /Registrar "), to serve as the initial Paying Agent /Registrar for the Bonds is hereby approved and confirmed, and the Authority agrees and covenants to cause to be kept and maintained at the corporate trust office of the Paying Agent /Registrar books and records (the "Security Register ") for the registration, payment, and transfer of the Bonds, all as provided herein, in accordance with the terms and provisions of a Paying Agent /Registrar Agreement, attached, in substantially final form, as Exhibit A hereto, and such reasonable rules and regulations as the Paying Agent/Registrar and the Authority may prescribe. The Authority covenants to maintain and provide a Paying Agent /Registrar at all times while the Bonds are Outstanding, and any successor Paying Agent /Registrar shall be (i) a national or state banking institution or (ii) an association or a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers. Such Paying Agent /Registrar shall be subject to supervision or examination by federal or state authority and authorized by law to serve as a Paying Agent /Registrar. The Authority reserves the right to appoint a successor Paying Agent /Registrar upon providing the previous Paying Agent /Registrar with a certified copy of an order or orders 82600457.6 -4- terminating such agency. Additionally, the Authority agrees to promptly cause a written notice of this substitution to be sent to each Holder of the Bonds by United States mail, first -class postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. Principal of, premium, if any, and interest on the Bonds, due and payable by reason of Stated Maturity, redemption or otherwise, shall be payable only to the registered owner of the Bonds appearing on the Security Register (the "Holder" or "Holders ") maintained on behalf of the Authority by the Paying Agent/Registrar as hereinafter provided (i) on the Record Date (hereinafter defined) for purposes of payment of interest thereon, (ii) on the date of surrender of the Bonds for purposes of receiving payment of principal thereof upon redemption of the Bonds or at the Bonds' Stated Maturity, and (iii) on any date for any other purpose. The Authority and the Paying Agent /Registrar, and any agent of either, shall treat the Holder as the owner of a Bond for purposes of receiving payment and all other purposes whatsoever, and neither the Authority nor the Paying Agent /Registrar, or any agent of either, shall be affected by notice to the contrary. Principal of, and premium, if any, on the Bonds shall be payable only upon presentation and surrender of the Bonds to the Paying Agent /Registrar at its corporate trust office. Interest on the Bonds shall be paid to the Holder whose name appears in the Security Register at the close of business on the fifteenth day of the month next preceding an Interest Payment Date for the :Bonds (the "Record Date ") and shall be paid (i) by check sent on or prior to the appropriate date of payment by United States Mail, first -class postage prepaid, by the Paying Agent/Registrar, to the address of the Holder appearing in the Security Register or (ii) by such other method, acceptable to the Paying Agent /Registrar, requested in writing by the Holder at the Holder's risk and expense. If the date for the payment of the principal of, premium, if any, or interest on the Bonds shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the corporate trust office of the Paying Agent /Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a day. The payment on such date shall have the same force and effect as if made on the original date any such payment on the Bonds was due. In the event of a non - payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date ") will be established by the Paying Agent /Registrar, if and when funds for the payment of such interest have been received from the Authority. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the "Special Payment Date" - which shall be fifteen (15) days after the Special. Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first -class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. SECTION 4: Redemption. A. Mandatory Redemption of Bonds. The Bonds stated to mature on September 1, 20_, September 1, 20_, and September 1, 20_ are referred to herein as the "Term Bonds ". The Term Bonds are subject to mandatory sinking fund redemption prior to their stated maturities from money required to be deposited in the Bond Fund for such purpose and shall be redeemed in part, 82600457.6 -5- by lot or other customary method, at the principal amount thereof plus accrued interest to the date of redemption in the following principal amounts on September 1 in each of the years as set forth below: Term Bonds Stated to Mature on September 1, 20 Principal Year Amount ($) Term Bonds Stated to Mature on September 1, 20 Principal Year Amount ($) *Payable at Stated Maturity Term Bonds Stated to Mature on September 1, 20 Principal Year Amount ($) The principal amount of a Term Bond required to be redeemed pursuant to the operation of such mandatory redemption provisions shall be reduced, at the option of the Authority, by the principal amount of any Term Bonds of such Stated Maturity which, at least 50 days prior to the mandatory redemption date (1) shall have been defeased or acquired by the Authority and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the Paying Agent /Registrar at the request of the Authority with money in the Bond Fund, or (3) shall have been redeemed pursuant to the optional redemption provisions set forth below and not theretofore credited against a mandatory redemption requirement. B. Optional Redemption. The Bonds having Stated Maturities on and after September 1, 2029 shall be subject to redemption prior to Stated Maturity, at the option of the Authority, on September 1, 2028, or on any date thereafter, as a whole or in part, in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar), at the redemption price of par plus accrued interest to the date of redemption. C. Exercise of Redemption. Option. At least forty -five (45) days prior to a date set for the redemption of Bonds (unless a shorter notification period shall be satisfactory to the Paying Agent /Registrar), the Authority shall notify the Paying Agent /Registrar of its decision to exercise the right to redeem Bonds, the principal amount of each Stated Maturity to be redeemed, and the date set for the redemption thereof. The decision of the Authority to exercise the right to redeem. Bonds shall be entered in the minutes of the governing body of the Authority. 82600457.6 -6- D. Selection of Bonds for Redemption. If less than all Outstanding Bonds of the same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar shall select at random and by lot the Bonds to be redeemed, provided that if less than the entire principal amount of a Bond is to be redeemed, the Paying Agent/Registrar shall treat such Bond then subject to redemption as representing the number of Bonds outstanding which is obtained by dividing the principal amount of such Bond by $5,000. E. Notice of Redemption. Not less than thirty (30) days prior to a redemption date for the Bonds, the Paying Agent/Registrar shall cause a notice of redemption to be sent by United States mail, first-class postage prepaid, in the name of the Authority and at the Authority's expense, by the Paying Agent/Registrar to each Holder of a Bond to be redeemed, in whole or in part, at the address of the Holder appearing on the Security Register at the close of business on the business day next preceding the date of mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. This notice may also be published once in a financial publication, journal, or reporter of general circulation among securities dealers in the City of New York, New York (including, but not limited to, The Bond Buyer and The Wall Street Journal), or in the State of Texas (including, but not limited to, The Texas Bond Reporter). All notices of redemption shall (i) specify the date of redemption for the Bonds, (ii) identify the Bonds to be redeemed and, in the case of a portion of the principal amount to be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state that the Bonds, or the portion of the principal amount thereof to be redeemed, shall become due and payable on the redemption date specified, and the interest thereon, or on the portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the redemption date, and (v) specify that payment of the redemption price for the Bonds, or the principal amount thereof to be redeemed, shall be made at the corporate trust office of the Paying Agent/Registrar only upon presentation and surrender thereof by the Holder. If a Bond is subject by its terms to redemption and has been called for redemption and notice of redemption thereof has been duly given or waived as herein provided, such Bond (or the principal amount thereof to be redeemed) so called for redemption shall become due and payable, and if money sufficient for the payment of such Bonds (or of the principal amount thereof to be redeemed) at the then applicable redemption price is held for the purpose of such payment by the Paying Agent/Registrar, then on the redemption date designated in such notice, interest on said Bonds (or the principal amount thereof to be redeemed) called for redemption shall cease to accrue, and such Bonds shall not be deemed to be Outstanding in accordance with the provisions of this Bond Order. F. Transfer/Exchange. Neither the Authority nor the Paying Agent/Registrar shall be required (1) to transfer or exchange any Bond during a period beginning forty-five (45) days prior to the date fixed for redemption of the Bonds or (2) to transfer or exchange any Bond selected for redemption, provided; however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance of a Bond which is subject to redemption in part. SECTION 5: Execution - Registratio . The Bonds shall be executed on behalf of the Authority by its President, Board of Directors, its seal reproduced or impressed thereon, and attested by its Secretary, Board of Directors. The signature of either officer on the Bonds may be manual or facsimile. Bonds bearing the manual or facsimile signatures of individuals who were, 82600457.6 -7- at the time of the Bond Date, the proper officers of the Authority shall bind the Authority, notwithstanding that such individuals or either of them shall cease to hold such offices prior to the delivery of the Bonds to the Purchasers (hereinafter defined), all as authorized and provided in Chapter 1201, as amended, Texas Government Code. No Bond shall be entitled to any right or benefit under this Bond Order, or be valid or obligatory for any purpose, unless there appears on such Bond either a certificate of registration substantially in the form provided in Section 8C, executed by the Comptroller of Public Accounts of the State of Texas or his duly authorized agent by manual signature, or a certificate of registration substantially in the form provided in Section 8D, executed by the Paying Agent /Registrar by manual signature, and either such certificate upon any Bond shall be conclusive evidence, and the only evidence, that such Bond has been duly certified or registered and delivered. SECTION 6: Registration - Transfer - Exchange of Bonds - Predecessor Bonds. The Paying Agent /Registrar shall obtain, record, and maintain in the Security :Register the name and address of every owner of the Bonds, or, if appropriate, the nominee thereof. Any Bond may, in accordance with its terms and the terms hereof, be transferred or exchanged for Bonds of other authorized denominations upon the Security Register by the Holder, in person or by his duly authorized agent, upon surrender of such Bond to the Paying Agent /Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender for transfer of any Bond at the corporate trust office of the Paying Agent/Registrar, the Authority shall execute and the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Bonds of authorized denomination and having the same Stated Maturity and of a like interest rate and aggregate principal amount as the Bond or Bonds surrendered for transfer. At the option of the Holder, Bonds may be exchanged for other Bonds of the same series and of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Bonds surrendered for exchange upon surrender of the Bonds to be exchanged at the corporate trust office of the Paying Agent /Registrar. Whenever any Bonds are so surrendered for exchange, the Authority shall execute, and the Paying Agent /Registrar shall register and deliver, the Bonds, to the Holder requesting the exchange. All Bonds issued upon any transfer or exchange of Bonds shall be delivered at the corporate trust office of the Paying Agent /Registrar, or be sent by registered mail to the Holder at his request, risk, and expense, and upon the delivery thereof, the same shall be the valid and binding obligations of the Authority, evidencing the same obligation to pay, and entitled to the same benefits under this Bond Order, as the Bonds surrendered upon such transfer or exchange. All transfers or exchanges of Bonds pursuant to this Section shall be made without expense or service charge to the Holder, except as otherwise herein provided, and except that the :Paying Agent /Registrar shall require payment by the Holder requesting such transfer or exchange of any fee, tax or other governmental charges required to be paid with respect to such transfer or exchange. 82600457.6 -8 Bonds canceled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be Predecessor Bonds, evidencing all or a portion, as the case may be, of the same debt evidenced by the new Bond or Bonds registered and delivered in the exchange or transfer therefor. Additionally, the term Predecessor Bonds shall include any Bond registered and delivered pursuant to Section 32 in lieu of a mutilated, lost, destroyed, or stolen Bond which shall . be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Bond. SECTION 7: Initial Bond. The Bonds herein authorized shall be issued initially as a single fully - registered Bond in the total principal amount of $ with principal installments to become due and payable as provided in Section 2 and numbered T -1 (the "Initial Bond ") and the Initial Bond shall be registered in the name of the initial Purchasers or the designee thereof. The Initial Bond shall be the Bonds submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the Purchasers. Any time after the delivery of the Initial Bond, the Paying Agent /Registrar shall cancel the Initial Bond delivered hereunder and exchange therefor definitive Bonds of authorized denominations, Stated Maturities, principal amounts and bearing applicable interest rates on the unpaid principal amounts from the Bond Date, or from the most recent Interest :Payment Date to which interest has been paid or duly provided for, to Stated Maturity, and shall be lettered "R" and numbered consecutively from one (1) upward for transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to and in accordance with such written instructions from the Purchasers, or the designee thereof, and such other information and documentation as the Paying Agent /Registrar may reasonably require. SECTION 8: FORMS. A. Forms Generally. The Bonds, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Registration Certificate of Paying Agent /Registrar, and the form of Assignment to be printed on each of the Bonds shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Bond Order and may have such letters, numbers, or other marks of identification (including insurance legends in the event the Bonds, or any Stated Maturities thereof, are insured and identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including any reproduction of an opinion of Bond Counsel (hereinafter referenced)) thereon as may, consistent herewith, be established by the Authority or determined by the officers executing the Bonds as evidenced by their execution thereof. Any portion of the text of any Bond may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Bond. The definitive Bonds shall be printed, lithographed, or engraved, produced by any combination of these methods, or produced in any other similar manner, all as determined by the officers executing the Bonds as evidenced by their execution thereof, but the Initial Bond submitted to the Attorney General of the State of Texas may be typewritten or photocopied or otherwise reproduced. 82600457.6 -9- B. Form of Definitive Bond. REGISTERED REGISTERED PRINCIPAL AMOUNT NO. $ United States of America State of Texas CIBOLO CREEK MUNICIPAL AUTHORITY CONTRACT REVENUE BONDS (SOUTHERN WASTEWATER TREATMENT PLANT PROJECT), SERIES 2018 . Bond Date: Stated Maturity: Interest Rate: CUSIP No. November 15, 2018 PRINCIPAL AMOUNT: DOLLARS The Cibolo Creek Municipal Authority (the "Authority "), a conservation and reclamation district, a body politic and corporate, and a governmental agency and political subdivision of the State of Texas, located in the Counties of Bexar, Comal, and Guadalupe, for value received, hereby promises to pay to the order of the Registered Owner specified above, or the registered assigns thereof, on the Stated Maturity date specified above, the Principal Amount specified above (or so much thereof as shall not have been paid upon prior redemption), and to pay interest on the unpaid Principal Amount hereof (computed on the basis of a 360 -day year of twelve 30 -day months) from the Bond Date specified above, or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, until such Principal Amount has become due and payment thereof has been made or duly provided for, to the earlier of redemption or Stated Maturity, while Outstanding, at the per annum rate of interest specified above computed on the basis of a 360 -day year of twelve 30 -day months; such interest being payable on September 1 and March 1 of each year (each an "Interest Payment Date "), commencing September 1, 2019. Principal and premium, if any, of the Bond shall be payable to the Registered Owner hereof (the "Holder ") upon presentation and surrender, at the corporate trust office of the Paying Agent /Registrar executing the registration certificate appearing hereon or a successor thereof. Interest shall be payable to the Holder of this Bond (or one or more Predecessor Bonds, as defined in the Bond Order hereinafter referenced) whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the fifteenth day of the month next preceding each Interest Payment Date. All payments of principal of and interest on this Bond shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States Mail, first -class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent /Registrar, requested by the Holder hereof at the Holder's risk and expense. 82600457.6 -10- This Bond is one of the series specified in its title issued in the aggregate principal amount of $ (the "Bonds ") pursuant to an order adopted by the governing body of the Authority (the "Bond Order "), for the purpose of providing funds to (i) finance, design, permit, acquire, and construct wastewater treatment facilities, supply pipelines, booster pumps, other appurtenances, and necessary easements and other interests in land, and (ii) pay the costs and expenses of issuing the Bonds, under and in strict conformity with the laws of the State of Texas, particularly the Authority Act, the Contract, and the Bond Order. As specified in the Bond Order, the Bonds stated to mature on September 1, 20_, September 1, 20_, and September 1, 20_ are referred to herein as the "Term Bonds ". The Term Bonds are subject to mandatory sinking fund redemption prior to their stated maturities from money required to be deposited in the Bond Fund for such purpose and shall be redeemed in part, by lot or other customary method, at the principal amount thereof plus accrued interest to the date of redemption in the following principal amounts on September 1 in each of the years as set forth below: Term Bonds Stated to Mature on September 1, 20 Principal Year Amount ($) Term Bonds Stated to Mature on September 1, 20 Principal Year Amount ($) *Payable at Stated Maturity Term Bonds Stated to Mature on September 1, 20 Principal Year Amount ($) The principal amount of a Term Bond required to be redeemed pursuant to the operation of such mandatory redemption provisions shall be reduced, at the option of the Authority, by the principal amount of any Term Bonds of such Stated Maturity which, at least 50 days prior to the mandatory redemption date (1) shall have been defeased or acquired by the Authority and delivered to the Paying Agent /Registrar for cancellation, (2) shall have been purchased and canceled by the Paying Agent /Registrar at the request of the Authority with money in the Bond Fund, or (3) shall have been redeemed pursuant to the optional redemption provisions set forth below and not theretofore credited against a mandatory redemption requirement. The Bonds stated to mature on and after September 1, 2029 may be redeemed prior to their Stated Maturities, at the option of the Authority, on September 1, 2028, or on any date thereafter, 82600457.6 -11- in whole or in part in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by the Paying Agent /Registrar) at the redemption price of par, together with accrued interest to the date of redemption, and upon thirty (30) days prior written notice being given by United States mail, first -class postage prepaid, to Holders of the :Bonds to be redeemed, and subject to the terms and provisions relating thereto contained in the Bond Order. If this Bond is subject to redemption prior to Stated Maturity and is in a denomination in excess of $5,000, portions of the principal sum hereof in installments of $5,000 or any integral multiple thereof may be redeemed, and, if less than all of the principal sum hereof is to be redeemed, there shall be issued, without charge therefor, to the Holder hereof, upon the surrender of this Bond to the Paying Agent /Registrar at its corporate trust office, a new Bond or Bonds of like Stated Maturity and interest rate in any authorized denominations provided in the Bond Order for the then unredeemed balance of the principal sum hereof. If this Bond (or any portion of the principal sum hereof) shall have been duly called for redemption and notice of such redemption duly given, then upon such redemption date this Bond (or the portion of the principal sum hereof to be redeemed) shall become due and payable, and, if money for the payment of the redemption price and the interest accrued on the principal amount to be redeemed to the date of redemption is held for the purpose of such payment by the :Paying Agent /Registrar, interest shall cease to accrue and be payable hereon from and after the redemption date on the principal amount hereof to be redeemed. If this Bond is called for redemption, in whole or in part, the Authority or the Paying Agent /Registrar shall not be required to issue, transfer, or exchange this Bond within forty -five (45) days of the date fixed for redemption; provided, however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance hereof in the event of its redemption in part. The Bonds of this series are special obligations of the Authority payable from and equally and ratably secured, together with the currently outstanding Previously Issued Bonds, solely by a lien on and pledge of the Special Payments received by the Authority from the Participating Members pursuant to the provisions of the Contract. In the Bond Order, the Authority reserves and retains the right to issue Additional Bonds, obligations of inferior lien priority to the Bonds Similarly Secured, and Additional Obligations, without ]imitation as to principal amount but subject to any terms, conditions, or restrictions set forth in the Bond Order or as may be applicable thereto under law or otherwise. The Bonds do not constitute a legal or equitable pledge, charge, lien, or encumbrance upon any property of the Authority or System, except with respect to the Special Payments. The Holder hereof shall never have the right to demand payment of this obligation out of any funds raised or to be raised by taxation. Reference is hereby made to the Bond Order, copies of which are on file in the corporate trust office of the Paying Agent/Registrar, and to all of the provisions of which the Holder by his acceptance hereof hereby assents, for definitions of terms; the description and nature of the Special Payments pledged for the payment of the Bonds Similarly Secured; the terms and conditions under which the Authority may issue Additional Bonds and Additional Obligations; the terms and conditions relating to the transfer or exchange of the Bonds; the conditions upon which the Bond Order may be amended or supplemented with or without the consent of the Holders; the rights, duties, and obligations of the Authority and the Paying Agent /Registrar; the terms and provisions 82600457.6 -12- upon which this Bond may be redeemed or discharged at or prior to the Stated Maturity thereof, and deemed to be no longer Outstanding thereunder; and for the other terms and provisions specified in the Bond Order. Capitalized terms used herein have the same meanings assigned in the Bond Order. This Bond, subject to certain limitations contained in the Bond Order, may be transferred on the Security Register upon presentation and surrender at the corporate trust office of the Paying Agent /Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent /Registrar duly executed by the Holder hereof, or his duly authorized agent, and thereupon one or more new fully registered Bonds of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the same aggregate principal amount will be issued to the designated transferee or transferees. The Authority and the Paying Agent /Registrar, and any agent of either, shall treat the Holder hereof whose name appears on the Security Register (i) on the Record Date as the owner hereof for purposes of receiving payment of interest hereon, (ii) on the date of surrender of this Bond as the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity, or its redemption, in whole or in part, and (iii) on any other date as the owner hereof for all other purposes, and neither the Authority nor the Paying Agent/Registrar, or any such agent of either, shall be affected by notice to the contrary. In the event of a non - payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date ") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the Authority. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the "Special Payment Date" - which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first -class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, covenanted, and represented that all acts, conditions, and things required to be performed, exist, and be done precedent to the issuance of this Bond in order to render the same a legal, valid, and binding special obligation of the Authority have been performed, exist, and have been done, in regular and due time, form, and manner, as required by the laws of the State of Texas and the Bond Order, and that issuance of the Bonds does not exceed any constitutional or statutory limitation; and that due provision has been made for the payment of the principal of and interest on the Bonds by a lien on and pledge of the Special Payments and as otherwise provided in this Bond Order. In case any provision in this Bond or any application thereof shall be deemed invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions and applications shall not in any way be affected or impaired thereby. The terms and provisions of this Bond and the Bond Order shall be construed in accordance with and shall be governed by the laws of the State of Texas. [The remainder of this page intentionally left blank] 82600457.6 -13- IN WITNESS WHEREOF, the Board of Directors of the Authority has caused this Bond to be duly executed under the official seal of the Authority. CIBOLO CREEK MUNICIPAL AUTHORITY President, Board of Directors Secretary, Board of Directors (AUTHORITY SEAL) C. *Form of Registration Certificate of Comptroller of Public Accounts to Appear on Initial Bond Only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF § PUBLIC ACCOUNTS § § REGISTER NO. THE STATE OF TEXAS § I HEREBY CERTIFY that this Bond has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly 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) *NOTE TO PRINTER: Do Not Print on Definitive Bonds. 82600457.6 -14- D. Form of Certificate of Pang Agent/Registrar to Appear on Definitive Bonds Only. REGISTRATION CERTIFICATE OF PAYING AGENT /REGISTRAR This Bond has been duly issued under the provisions of the within - mentioned Bond Order; the Bond or Bonds of the above - entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent /Registrar. Registered this date: UMB Bank, N.A., Austin, Texas, as Paying Agent /Registrar *NOTE TO PRINTER: Print on Definitive Bonds. E. Form of Assignment. C ASSIGNMENT Authorized Signature FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or typewrite name, address, and zip code of transferee): (Social Security or other identifying number): the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. DATED: NOTICE: The signature on this assignment must correspond with the name of the registered owner as it appears on the face of the within Bond in every particular. Signature guaranteed: 82600457.6 -15- F. The Initial Bond shall be in the form set forth in paragraph B of this Section, except that the form of a single fully registered Initial Bond shall be modified as follows: i) immediately under the name of the Bond(s) the headings "Interest Rate" and "Stated Maturity" shall both be completed "as shown below"; ii) the first two paragraphs shall read as follows: Registered Owner: Principal Amount: The Cibolo Creek Municipal Authority (the "Authority "), a conservation and reclamation district, a body politic and corporate, and a governmental agency of the State of Texas, with its principal office located in Schertz, Texas, for value received, hereby promises to pay to the order of the Registered Owner named above, or the registered assigns thereof, the Principal Amount specified above on the first day of September in each of the years and in principal amounts and bearing interest at per annum rates in accordance with the following schedule: Years of Principal Interest Stated Maturity Amounts ($) Rates (Information to be inserted from schedule in Section 2 hereof). (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid Principal Amount hereof from the Bond Date, or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, to Stated Maturity or prior redemption, at the per annum rates of interest specified above computed on the basis of a 360 -day year of twelve 30 -day months; such interest being payable on September 1 and March 1 (each, an "Interest Payment Date "), commencing September 1, 2019. Principal and premium, if any, of this Bond shall be payable to the Registered Owner hereof (the "Holder "), upon its presentation and surrender, at the corporate trust office of UMB Bank, N.A., Austin, Texas (the "Paying Agent /Registrar "). Interest shall be payable to the Holder of this Bond whose name appears on the Security Register maintained by the Paying Agent /Registrar at the close of business on the Record Date, which is the fifteenth day of the month next preceding each Interest Payment Date. All payments of principal of and interest on this Bond shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent /Registrar by check sent on or prior to the appropriate date of payment by United States mail, first -class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent /Registrar, requested by, and at the risk and expense of, the Holder hereof. G. Insurance Legend. If bond insurance is obtained by the Purchasers or the Authority for the Bonds, the definitive Bonds and the Initial Bond(s) shall bear an appropriate legend as provided by the insurer. 82600457.6 -16- SECTION 9: Definitions. For all purposes of this Bond Order (as defined below), except as otherwise expressly provided or unless the context otherwise requires: (i) the terms defined in this Section have the meanings assigned to them in this Section, and certain terms used in Sections 34 and 48 of this Bond Order have the meanings assigned to them in such Sections, and all such terms include the plural as well as the singular; (ii) all references in this Bond Order to designated "Sections" and other subdivisions are to the designated Sections and other subdivisions of this Bond Order as originally adopted; and (iii) the words "herein ", "hereof', and "hereunder" and other words of similar import refer to this Bond Order as a whole and not to any particular Section or other subdivision. A. The term Additional Bonds shall mean (i) any obligations or other evidences of indebtedness which the Authority reserves the right to issue or enter into, as the case may be, in the future under the terms and conditions provided in Section 17 of this Bond Order and which are equally and ratably secured, together with the currently outstanding Previously Issued Bonds, solely by a lien on and pledge of the Special Payments in the same manner and to the same extent as the Bonds Similarly Secured, and (ii) any obligations hereafter issued to refund any of the foregoing if issued in a manner so as to be payable from and secured by a lien on and pledge of the Special. Payments as determined by the Authority in accordance with applicable law. B. The term Additional Obligations shall mean, collectively, any Prior Lien Obligations, Junior Lien Obligations, or Inferior Lien Obligations hereafter issued by the Authority. C. The term Authority shall mean Cibolo Creek Municipal. Authority and any other public agency succeeding to the powers, rights, privileges and functions of the Authority and, when appropriate, the Board of Directors of the Authority. D. The term Authorized Officials shall mean the President, Board of Directors, Secretary, Board of Directors and/or the General Manager of the Authority. E. The term Average Annual Debt Service Requirements shall mean that average amount which, at the time of computation, will be required to pay the Debt Service Requirement on all outstanding Bonds Similarly Secured when due (either at Stated Maturity or mandatory redemption) and derived by dividing the total of such Debt Service Requirement by the number of Fiscal Years then remaining before Stated Maturity of such Bonds Similarly Secured. For purposes of this definition, a fractional period of a Fiscal Year shall be treated as an entire Fiscal Year. Capitalized interest payments provided from bond proceeds shall be excluded in making the aforementioned computation. F. The term Bond Fund shall mean the special Fund or account created and established by the provisions of Section 13 of this Bond Order. G. The term Bond Order shall mean this Bond Order adopted by the Board on November 8, 2018. H. The term Bonds shall mean the $ "CIBOLO CREEK MUNICIPAL AUTHORITY CONTRACT REVENUE BONDS, SERIES 2018 . (SOUTHERN WASTEWATER TREATMENT PLANT PROJECT) ", dated November 15, 2018, authorized by this Bond Order. 82600457.6 -17- I. The term Bonds Similarly Secured shall mean the Bonds, the currently outstanding Previously Issued Bonds, and any Additional Bonds hereafter issued by the Authority or bonds issued to refund any of the foregoing if issued in a manner that provides that the refunding bonds are payable from and equally and ratably secured by a lien on and pledge of the Special Payments. J. The term Closing Date shall mean the date of physical delivery of the Initial Bond for the payment in full by the Purchasers. K. The term Construction Fund shall mean the Authority's construction fund ordered established by Section 33 of this Bond Order. L. The Contract shall mean the Regional Wastewater Treatment Contract, dated as of September 11, 2014, together with amendments and supplements thereto (which by the term of such instrument is designated as a supplement or amendment to such Contract), a conformed copy of such Contract being attached hereto as Exhibit E for the purposes of identification. M. The term Credit Agreement shall mean a loan agreement, revolving credit agreement, agreement establishing a line of credit, letter of credit, reimbursement agreement, insurance contract, commitments to purchase any debt, purchase or sale agreements, interest rate swap agreements, or commitments or other contracts or agreements authorized, recognized, and approved by the Authority as a Credit Agreement in connection with the authorization, issuance, security, or payment of any Bond or the payment of any Credit Facility. N. The term Credit Facility shall mean (i) a policy of insurance or a surety bond, issued by an issuer of policies of insurance insuring the timely payment of debt service on governmental obligations, or (ii) a letter or line of credit issued by any financial institution. O. The term Debt Service Requirements shall mean, as of any particular date of computation, with respect to any obligations and with respect to any period, the aggregate of the amounts to be paid or set aside by the Authority as of such date or in such period for the payment of the principal of, premium, if any, and interest (to the extent not capitalized) on such obligations; assuming, in the case of obligations without a fixed numerical rate, that such obligations bear interest calculated by assuming (i) that the interest rate for every 12 -month period on such bonds is equal to the rate of interest reported in the most recently published edition of The Bond Buyer (or its successor) at the time of calculation as the "Revenue Bond Index" or, if such Revenue Bond Index is no longer being maintained by The Bond Buyer (or its successor) at the time of calculation, such interest rate shall be assumed to be 80% of the rate of interest then being paid on United States Treasury obligations of like maturity and (ii) that, in the case of bonds not subject to fixed scheduled mandatory sinking fund redemptions, that the principal of such bonds is amortized such that annual debt service is substantially level over the remaining stated life of such bonds or in the manner permitted under Section 1371.057(c), as amended, Texas Government Code as the same relates to interim or non — permanent indebtedness, and further assuming in the case of obligations required to be redeemed or prepaid as to principal prior to Stated Maturity according to a fixed schedule, the principal amounts thereof will be redeemed prior to Stated Maturity in accordance with the mandatory redemption provisions applicable thereto (in each case notwithstanding any contingent obligation to redeem bonds more rapidly). For the term of any Credit Agreement in the form of an interest rate hedge agreement entered into in connection with any such obligations, 82600457.6 -18 Debt Service Requirements shall be computed by netting the amounts payable to the Authority under such hedge agreement from the amounts payable by the Authority under such hedge agreement and such obligations. P. The term Depository shall mean an official depository bank of the Authority. Q. The term Fiscal Year shall mean the twelve month accounting period used by the Authority in connection with the operation of the System, currently ending on September 30th of each year, which may be any twelve consecutive month period established by the Authority, but in no event may the Fiscal Year be changed more than one time in any three calendar year period. R. The term Government Securities shall mean (i) direct noncallable obligations of the United States, 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; (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, or (iv) any additional securities and obligations hereafter authorized by the laws of the State of Texas as eligible for use to accomplish the discharge of obligations such as the Bonds. S. The term Gross Revenues shall mean all income and increment, including, but not limited to, connection fees which may be derived from the ownership and/or operation of the System as it is purchased, constructed or otherwise acquired, but shall not mean the income and increment derived from a contract or contracts with persons, corporations, municipal corporations, political subdivisions, or other entities which under the terms of the authorizing resolution(s) or order(s) that may be pledged for the requirements of the Authority's Special Project Bonds issued particularly to finance certain facilities (even though the facilities to be financed with the Special Project Bonds are physically connected to the System) needed in performing any such contract or contracts; provided, however, that the Board of Directors of the Authority may utilize any revenues, including those generated by the Contract, in excess of the Debt Service Requirements on the Bonds Similarly Secured for any lawful purpose in accordance with this Bond Order and the Contract. T. The term Holder or Folders shall mean the registered owner, whose name appears in the Security Register, for any Bond. U. The term Inferior Lien Obligations shall mean (i) any bonds, notes, warrants, or other obligations hereafter issued by the Authority payable wholly or in part from a pledge of and lien on Net Revenues of the System, all as further provided in Section 19 of this Bond Order, which is subordinate and inferior to the lien on and pledge thereof securing the payment of any Prior Lien Obligations or Junior Lien Obligations hereafter issued by the Authority, and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally 82600457.6 -19- and ratably secured by a subordinate and inferior lien on and pledge of the Net Revenues as determined by the Board of Directors in accordance with any applicable law. V. The term Insurance Policy shall mean the insurance policy issued by the Insurer guaranteeing the scheduled payment of principal of and interest on the Bonds when due. W. The term Insurer shall mean , a stock insurance company, or any successor thereto or assignee thereof. X. The term Interest Payment Date shall mean the date semiannual interest is payable on the Bonds, being September 1 and March 1 of each year, commencing September 1, 2019, while any of the Bonds remain Outstanding. Y. The term Junior Lien Obligations shall mean (i) any bonds, notes, warrants, or any similar obligations hereafter issued by the Authority that are payable wholly or in part from and equally and ratably secured by a junior and inferior lien on and pledge of the Net Revenues of the System, all as further provided in Section 19 of this Bond Order and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured by a junior and inferior lien on and pledge of the Net Revenues as determined by the Board of Directors in accordance with any applicable law. Z. The term Maintenance and Operating Expenses shall mean the expenses necessary to provide for the administration, efficient operation and adequate maintenance of the Authority's System, including the cost of purchasing water, treating wastewater, paying necessary wages, salaries, and benefits, the acquisition of property and materials necessary to maintain the System in good condition and to operate it efficiently, together with such other costs and expenses as may now or hereafter be defined by law as proper maintenance and operating expenses of the System, including Operation and Maintenance Expenses (as defined in the Contract). AA. The term Net Revenues shall mean Gross Revenues of the System, with respect to any period, after deducting the System's Maintenance and Operating Expenses during such period. BB. The term Outstanding shall mean when used in this Bond Order with respect to Bonds means, as of the date of determination, all Bonds issued and delivered under this Bond Order, except: (l) those Bonds canceled by the Paying Agent /:Registrar or delivered to the Paying Agent /Registrar for cancellation; (2) those Bonds for which payment has been duly provided by the Authority in accordance with the provisions of Section 36 of this Bond Order by the irrevocable deposit with the Paying Agent/Registrar, or an authorized escrow agent, of money or Government Securities, or both, in the amount necessary to fully pay the principal of, premium, if any, and interest thereon to maturity or redemption, as the case may be, provided that, if such Bonds are to be redeemed, notice of redemption thereof shall have been duly given pursuant to this Bond Order or irrevocably provided to be given to the satisfaction of the Paying Agent /Registrar, or waived; and 82600457.6 -20- (3) those Bonds that have been mutilated, destroyed, lost, or stolen and replacement Bonds have been registered and delivered in lieu thereof as provided in Section 32 of this Bond Order. CC. The term Participating Members shall have the meaning ascribed in the Contract and will include their lawful assigns under applicable law. DD. The term Previously Issued Bonds shall mean the currently outstanding and unpaid Cibolo Creek Municipal Authority Contract Revenue Bonds, Series 2014 (Southern Wastewater Treatment Plant Project), Series 2014, dated September 1, 2014, and originally issued in the principal amount of $6,950,000. EE. The term Prior Lien Obligations shall mean (i) any bonds, notes, warrants, or other evidences of indebtedness which the Authority reserves the right to issue or enter into, as the case may be, in the future under the terms and conditions provided in Section 18 of this Bond Order and which are equally and ratably secured solely by a first and prior lien on and pledge of the Net Revenues of the System and (ii) obligations hereafter issued to refund any of the foregoing if issued in a manner so as to be payable from and secured by a first and prior lien on and pledge of the Net Revenues as determined by the Board in accordance with applicable law. FF. The term Purchasers shall mean the initial purchaser or purchasers of the Bonds named in Section 33 of this Bond Order. GG. The term Special Payments shall mean the payments that the Authority will receive from the Participating Members pursuant to the terms of the Contract. HH. The term Special Project Bonds shall mean obligations which the Authority expressly reserves the right to issue in Section 20 of this Bond Order. II. The term Stated Maturity shall mean the annual principal payments of the Bonds payable on September 1 of each year, as set forth in Section 2 of this Bond Order. JJ. The term System shall mean the Authority's separate enterprise fund consisting of the works, improvements, facilities, plants, equipments, appliances, property, easements, leaseholds, licenses, privileges, right of use or enjoyment, contract rights or other interests in property comprising the regional wastewater treatment facility designated as the "Southern Wastewater Treatment Plant Project" of the Authority now owned or to be hereafter purchased, constructed or otherwise acquired whether by deed, contract or otherwise, together with any additions or extensions thereto or improvements and replacements thereof, including the Project, except the facilities which the Authority may purchase or acquire with the proceeds of the sale of Special Project Bonds, so long as such Special Project Bonds are outstanding, notwithstanding that such facilities may be physically connected with the System; provided, however, that System shall not include any other enterprise fund currently owned, operated, and maintained by the Authority. SECTION 10: Pledge of Special Pam. (a) The Authority hereby covenants and agrees that the Special Payments are hereby irrevocably pledged to the payment and security of the Bonds Similarly Secured including the establishment and maintenance of the special funds or accounts created and established for the payment and security thereof, all as hereinafter provided; and it is 82600457.6 -21 hereby ordered that the Bonds Similarly Secured, and the interest thereon, shall constitute a lien on and pledge of the Special Payments and be valid and binding without any physical delivery thereof or further act by the Authority, and the lien created hereby on the Special Payments for the payment and security of the Bonds Similarly Secured shall be prior in right and claim as to any other indebtedness, liability, or obligation of the Authority or the System payable pursuant to the terms of the Contract. The Authority shall deposit the Special Payments, as collected and received, into a separate fund and account known as the "Special Payment Account" to be utilized pursuant to the Contract and Section 13 hereof; provided, however, that the Board of Directors of the Authority may utilize any revenues, including those generated by the Contract, in excess of the Debt Service Requirements on the Bonds Similarly Secured for any lawful purpose in accordance with this Bond Order and the Contract. (b) As an additional source of payment of debt service on the Bonds, but not pledged as additional security therefor, the Authority hereby reserves the right to utilize its Net Revenues for such lawful purpose, but any use of Net Revenues for the payment of Bonds Similarly Secured debt service shall be subject to the prior lien on and pledge of the Net Revenues securing the payment of any Additional Obligations hereafter issued by the Authority. (c) Chapter 1208, . as amended, Texas Government Code, applies to the issuance of the Bonds Similarly Secured and the lien on and pledge of Special Payments granted by the Authority under subsection (a) of this Section, and such pledge is therefore valid, effective, and perfected. If Texas law is amended at any time while the Bonds Similarly Secured are outstanding and unpaid such that the pledge of the Special. Payments granted by the Authority is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, then in order to preserve to the registered owners of the Bonds Similarly Secured the perfection of the security interest in this pledge, the Board agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, as amended, Texas Business & Commerce Code and enable a filing to perfect the security interest in this pledge to occur. SECTION 1.1: Rates and Charges. For the benefit of the Holders of the Bonds Similarly Secured and in addition to all provisions and covenants in the laws of the State of Texas and in this :Bond Order, the Authority hereby expressly stipulates and agrees, while any of the Bonds Similarly Secured are Outstanding, to establish and maintain rates and charges for facilities and services afforded by the System that are reasonably expected, on the basis of available information and experience and with due allowance for contingencies, to produce Gross Revenues in each Fiscal Year sufficient: A. To pay all Maintenance and Operating Expenses, or any expenses required by statute to be a first claim on and charge against the Gross Revenues of the System; B. To produce Net Revenues, together with any other lawfully available funds, sufficient to pay the principal of and interest on any Prior Lien Obligations hereafter issued by the Authority and the amounts required to be deposited in any reserve, contingency, or redemption fund or account created for the payment and security of any Prior Lien Obligations, and any other obligations or evidences of indebtedness issued or incurred that are payable from and secured solely by a prior and first lien on and pledge of the Net Revenues of the System; 82600457.6 -22- C. To produce Net Revenues, together with any other lawfully available funds, sufficient to pay the principal of and interest on any Junior Lien Obligations hereafter issued by the Authority and the amounts required to be deposited in any reserve, contingency, or redemption fund or account created for the payment and security of any Junior Lien Obligations, and any other obligations or evidences of indebtedness issued or incurred that are payable from and secured solely by a junior and inferior lien on and pledge of the Net Revenues of the System; D. To produce Net Revenues, together with any other lawfully available funds, sufficient to pay the principal of and interest on any Inferior Lien Obligations hereafter issued by the Authority and the amounts required to be deposited in any reserve, contingency, or redemption fund or account created for the payment and security of any Inferior Lien Obligations, and any other obligations or evidences of indebtedness issued or incurred that are payable from and secured solely by a subordinate and inferior lien on and pledge of the Net Revenues of the System; and E. To produce Net Revenues, together with any other lawfully available funds, including Special Payments, to pay the principal of and interest on the Bonds Similarly Secured as the same become due and payable and to deposit the amounts required to be deposited in any reserve fund or other special fund or account created and established for the payment and security of the Bonds Similarly Secured. SECTION 12: System Fund. The Authority hereby reaffirms its covenant and agreement that the Gross Revenues of the System shall be deposited, as collected and received, into a separate fund or account to be created, established, and maintained with the Depository known as the "Cibolo Creek Municipal. Authority Southern Wastewater Treatment Plant Revenue Fund" (the "System Fund ") and that the Gross Revenues of the System shall be kept separate and apart from all other funds of the Authority. All Gross Revenues deposited into the System Fund shall be pledged and appropriated to the extent required for the following uses and in the order of priority shown: FIRST: to the payment of all necessary and reasonable Maintenance and Operating Expenses as defined herein or required by statute, to be a first charge on and claim against the Gross Revenues of the System. SECOND: to the payment of the amounts required to be deposited into the bond, reserve, contingency, or redemption funds created and established for the payment of any Prior Lien Obligations hereafter issued by the Authority as the same become due and payable. THIRD: to the payment of the amounts required to be deposited into the bond, reserve, contingency, or redemption funds created and established for the payment of any Junior Lien Obligations hereafter issued by the Authority as the same become due and payable. FOURTH: to the payment of the amounts required to be deposited into the bond, reserve, contingency, or redemption funds created and established for the payment of any Inferior Lien Obligations hereafter issued by the Authority as the same become due and payable. 82600457.6 -23- FIFTH: to the payment of the amounts that must be deposited in any reserve account or other special funds or accounts created and established for the payment and security of the Bonds Similarly Secured. Any Net Revenues remaining in the System Fund after satisfying the foregoing payments, or making adequate and sufficient provision for the payment thereof, may be appropriated and used for any other Authority purpose now or hereafter permitted by law. SECTION 13: Bond Fund — Excess Bond Proceeds. For purposes of providing funds to pay the principal of and interest on the Bonds Similarly Secured as the same become due and payable, the Authority reaffirms the creation and agrees to maintain, at the Depository, a separate and special fund or account to be created and known as the "Cibolo Creek Municipal Authority Contract Revenue Bonds (Southern Wastewater Treatment Plant Project) Interest and Sinking Fund" (the "Bond Fund "). The Authority covenants that there shall be deposited into the Bond Fund prior to each principal and interest payment date from the available Special Payments deposited into the Special Payment Account pursuant to Section 10 of this Bond Order an amount equal to one hundred per cent (1.00 %) of the amount required to fully pay the interest on and the principal of the Bonds Similarly Secured then falling due and payable, such deposits to pay maturing principal and accrued interest on the Bonds Similarly Secured to be made in substantially equal monthly installments on or before the tenth day of each month, beginning on or before the tenth day of the month next following the delivery of the Bonds to the Purchasers. If the Special Payments in any month are insufficient to make the required payments into the Bond Fund, then the amount of any deficiency in such payment shall be added to the amount otherwise required to be paid into the Bond Fund in the next month. The required monthly deposits to the Bond Fund for the payment of principal of and interest on the Bonds Similarly Secured shall continue to be made as hereinabove provided until such time as (i) the total amount on deposit in the Bond Fund is equal to the amount required to fully pay and discharge all outstanding Bonds Similarly Secured (principal and interest) or, (ii) the Bonds Similarly Secured are no longer Outstanding. Accrued interest received from the Purchasers of the Bonds shall be taken into consideration and reduce the amount of the monthly deposits hereinabove required to be deposited into the Bond Fund from the Special Payments held from time to time in the Special Payments Account. Additionally, any proceeds of the Bonds, and investment income thereon, not expended for authorized purposes shall be deposited into the Bond Fund and such amounts so deposited shall be taken into consideration and reduce the amount of monthly deposits required to be deposited into the Bond Fund from the Special Payments. SECTION 14: Deficiencies - Excess Net Revenues. A. If on any occasion there shall not be sufficient Special Payments to make the required deposits into the Bond Fund, then such deficiency shall be cured as soon as possible from the next available unallocated Special Payments, or from any other sources available for such purpose, and such payments shall be in addition to the amounts required to be paid into these Funds or accounts during such month or months. 82600457.6 -24- B. Subject to making the required deposits to the Bond Fund when and as required by this Bond Order or any order authorizing the issuance of Additional Bonds or Additional Obligations, the excess Net Revenues of the System may be used by the Authority for any lawful purpose including, but not limited to, the redemption of any Bonds Similarly Secured. SECTION 1.5: Payment of Bonds. While any of the Bonds Similarly Secured are outstanding, the Authorized Officials shall cause to be transferred to the Paying Agent /Registrar therefor, from funds on deposit in the Bond Fund, amounts sufficient to fully pay and discharge promptly each installment of interest on and principal of the Bonds Similarly Secured as such installment accrues or matures or comes due by reason of redemption or Stated Maturity; such transfer of funds must be made in such manner as will cause immediately available funds to be deposited with the Paying Agent /Registrar for the Bonds at the close of the business day next preceding the date a debt service payment is due on the Bonds Similarly Secured. SECTION 16: Investments. Funds held in any Fund or account created, established, or maintained pursuant to this Bond Order shall, at the option of the Authority, be invested as permitted by the provisions of the Public Funds Investment Act, as amended, Chapter 2256, Texas Government Code, or any other law, and secured (to the extent not insured by the Federal Deposit Insurance Corporation) by obligations of the type hereinafter described, including time deposits, certificates of deposit, guaranteed investment contracts, or similar contractual agreements, investments held in book -entry form, in securities including, but not limited to, direct obligations of the United States of America, obligations guaranteed or insured by the United States of America, which, in the opinion of the Attorney General of the United States, are backed by its full faith and credit or represent its general obligations, or invested in indirect obligations of the United States of America, including, but not limited to, evidences of indebtedness issued, insured, or guaranteed by such governmental agencies as the Federal Land Banks, Federal Intermediate Credit Banks, Banks for Cooperatives, Federal Home Loan Banks, Government National. Mortgage Association, Farmers Home Administration, Federal Home Loan Mortgage Association, or Federal Housing Association; provided that all such deposits and investments shall be made in such a manner that the money required to be expended from any Fund or account will be available at the proper time or times. Such investments (except State and Local Government Series investments held in book entry form, which shall at all times be valued at cost) shall be valued in terms of current market value within 45 days of the close of each Fiscal Year. All interest and income derived from deposits and investments in the Bond Fund immediately shall be credited to, and any losses debited to, the Bond Fund. All such investments shall be sold promptly when necessary to prevent any default in connection with the Bonds. SECTION 17: Issuance of Additional Bonds. In addition to the right to issue bonds of subordinate and inferior lien as authorized by the laws of this State of Texas, the Authority reserves the right hereafter to issue Additional. Bonds. The Additional. Bonds, when issued, shall be payable from and secured by a lien on and pledge of the Special Payments in the same manner and to the same extent as the Bonds, the currently outstanding Previously Issued Bonds, and any Bonds Similarly Secured, shall in all respects be of equal dignity. The Additional Bonds may be issued in one or more installments provided, however, that no Additional. Bonds, shall be issued unless and until the following conditions have been met: 82600457.6 -25- A. Except for a refunding to cure a default, the Authority is not then in default as to any covenant, condition or obligation prescribed in the orders authorizing the issuance of the Bonds Similarly Secured or the Contract (including any amendment or supplement thereto). B. The Participating Members (as defined in the Contract), shall have approved the resolution(s) authorizing the issuance of the Additional :Bonds as to form and content and acknowledged that the payment of principal of and interest on such Additional Bonds is payable, in whole or in part, from the Special Payments to be made by the Authority under and pursuant to the Contract. C. The Additional Bonds are made to mature on September 1 or March 1 or both in each of the years in which they are scheduled to mature. D. The order authorizing the issuance of the Additional Bonds provides for deposits to be made to the Bond Fund in amounts sufficient to pay the principal of and interest on such Additional Bonds as the same become due. The Bonds Similarly Secured may be refunded (pursuant to any law then available) upon such terms and conditions as the Board of Directors of the Authority may deem to be in the best interest of the Authority; provided, however, such refunding bonds do not have to comply with paragraph B hereof. SECTION 18: Issuance of Prior Lien Obligations. Subject to the limitations set forth in the Contract, the Authority also reserves the right to issue Prior Lien Obligations that are payable from and secured by a first and prior lien and pledge of the Net Revenues of the System. The Authority covenants and agrees, however, it will not issue any Prior Lien Obligations unless: A. Except for a refunding to cure a default, the Authority is not then in default as to any covenant, condition or obligation prescribed by the orders authorizing the issuance of the Bonds Similarly Secured. B. Each of the funds created solely for the payment of principal of and interest on the Bonds Similarly Secured contains the amounts of money then required to be on deposit therein. In addition, the Prior Lien Obligations may be refunded pursuant to any law then available upon such terms and conditions as the Board may deem to be in the best interest of the Authority and its inhabitants. SECTION 19: Obligations of Inferior Lien and Pledge. Subject to the limitations set forth in the Contract, the Authority hereby reserves the right to issue, at any time, obligations including, but not limited to, Junior Lien Obligations and Inferior Lien Obligations payable from and secured, in whole or in part, by a lien on and pledge of the Net :Revenues of the System, subordinate and inferior in rank and dignity to the lien on and pledge of such Net Revenues securing the payment of any Prior Lien Obligations hereafter issued by the Authority as may be authorized by the laws of the State of Texas. SECTION 20: Special Project Bonds. Subject to the limitations set forth in the Contract, the Authority further reserves the right to issue bonds in one or more installments for the purchase, 82600457.6 -26- construction, improvement, extension, replacement, enlargement or repair of utility facilities necessary under a contract or contracts with persons, corporations, municipal corporations, political subdivisions, or other entities, such bonds to be payable from and secured by the proceeds of such contract or contracts. The Authority further reserves the right to refund such bonds and secure the payment of the debt service requirements on the refunding bonds in the same manner or as otherwise permitted by the laws of the State of Texas. SECTION 21: Maintenance of System - Insurance. The Authority covenants, agrees, and affirms its covenants that while the Bonds Similarly Secured remain outstanding it will maintain and operate the System with all possible efficiency and maintain casualty and other insurance on the properties of the System and its operations of a kind and in such amounts customarily carried by municipal corporations in the State of Texas engaged in a similar type of business (which may include an adequate program of self- insurance); and that it will faithfully and punctually perform all duties with reference to the System required by the laws of the State of Texas. All money received from losses under such insurance policies, other than public liability policies, shall be retained for the benefit of the Holders of the Bonds Similarly Secured until and unless the proceeds are paid out in making good the loss or damage in respect of which such proceeds are received, either by replacing the property destroyed or repairing the property damaged, and adequate provision for making good such loss or damage must be made within ninety (90) days after the date of loss. The payment of premiums for all insurance policies required under the provisions hereof shall be considered Maintenance and Operating Expenses. Nothing in this Bond Order shall be construed as requiring the Authority to expend any funds which are derived from sources other than the operation of the System but nothing herein shall be construed as preventing the Authority from doing so. SECTION 22: Records and Accounts - Annual Audit. The Authority covenants, agrees, and affirms its covenants that so long as any of the Bonds Similarly Secured remain outstanding, it will keep and maintain separate and complete records and accounts pertaining to the operations of the System in which complete and correct entries shall be made of all transactions relating thereto as provided by applicable law. The Holder or Holders of any Bonds Similarly Secured or any duly authorized agent or agents of such Holders shall have the right at all reasonable times to inspect such records, accounts, and data relating thereto, and to inspect the System and all properties comprising the same. The Authority further agrees that following (and in no event later than 150 days after) the close of each Fiscal Year, it will cause an audit of such books and accounts to be made by an independent firm of certified public accountants. Expenses incurred in making the annual audit of the operations of the System are to be regarded as Maintenance and Operating Expenses. SECTION 23: Sale or Encumbrance of S,. se. While any Bonds Similarly Secured remain Outstanding, the Authority will not sell, dispose of or, except as permitted in Sections 1.7, 18, 19, and 20, further encumber the Net Revenues of the System or any substantial part thereof, provided, however, that this provision shall not prevent the Authority from disposing of any of the Project or the System which is being replaced or is deemed by the Authority to be obsolete, worn out, surplus or no longer needed for the proper operation of the System. Any agreement pursuant to which the Authority contracts with a person, corporation, municipal corporation or political subdivision to operate the System or to lease and/or operate all or part of the System shall not be considered as an encumbrance of the System. 82600457.6 -27- SECTION 24: Competition. To the extent it legally may, the Authority will not grant any franchise or permit for the acquisition, construction or operation of any competing facilities which might be used as a substitute for the System and will prohibit the operation of any such competing facilities. SECTION 25: Special Covenants. The Authority further covenants and agrees that: A. Encumbrance and Sale. (1) The Special Payments and the Net Revenues have not in any manner been pledged to the payment of any debt or obligation of the Authority except with respect to the Bonds Similarly Secured; and while any of the :Bonds Similarly Secured are Outstanding, the Authority will not, except as provided in this Bond Order, additionally encumber the Special Payments or the Net Revenues. (2) While the Bonds Similarly Secured are Outstanding, and except as specifically permitted in Section 1.7, 18, 19, and 20, of this Bond Order, the Authority shall not mortgage, pledge, encumber, sell, lease, or otherwise dispose of or impair its title to the Net Revenues of the System or any significant or substantial part thereof. B. Title. The Authority lawfully owns or will own and is or will be lawfully possessed of the lands or easements upon which its System is and will be located, and has or will purchase good and indefeasible estate in such lands in fee simple, or has or will lawfully obtain any necessary easements to operate the System, and it warrants that it has or will obtain and will defend, the title to all the aforesaid lands and easements for the benefit of the owners of the Bonds Similarly Secured against the claims and demands of all persons whomsoever, that it is lawfully qualified to pledge the Special Payments to the payment of the Bonds Similarly Secured, in the manner prescribed herein, and that it has lawfully exercised such rights. C. Liens. The Authority will from time to time and before the same become delinquent pay and discharge all taxes, assessments, and governmental charges, if any, which shall be lawfully imposed upon it, or its System, and it will pay all lawful claims for rents, royalties, labor, materials, and supplies which if unpaid might by law become a lien or charge upon its System, provided, however, that no such tax, assessment, or charge, and that no such claims which might be or other lien or charge, shall be required to be paid while the validity of the same shall be contested in good faith by the Authority. D. Performance. The Authority will faithfully perform at all times any and all covenants, undertakings, stipulations, and provisions contained in the orders authorizing the issuance of Bonds Similarly Secured, and in each and every Bond Similarly Secured and pay from the Special Payments the principal of and interest on every Bond Similarly Secured on the dates and in the places and manner prescribed in such orders and Bonds Similarly Secured; and that it will, at the times and in the manner prescribed, deposit or cause to be deposited from the Special Payments the amounts required to be deposited into the Bond Fund; and the Holder of the Bonds Similarly Secured may require the Authority, its officials, agents, and employees to carry out, respect, or enforce the covenants and obligations of this Bond Order or any order authorizing the issuance of Bonds Similarly Secured including, but without limitation, the use and filing of 82600457.6 -28- mandamus proceedings, in any court or competent jurisdiction, against the Authority, its officials, agents, and employees. E. Legal Authority. The Authority is duly authorized under the laws of the State of Texas to issue the Bonds Similarly Secured; that all action on its part for the authorization and issuance of the :Bonds Similarly Secured has been duly and effectively taken, and the Bonds Similarly Secured in the hands of the Holders thereof are and will be valid and enforceable special obligations of the Authority in accordance with their terms. F. Budget. The Authority will prepare, adopt, and place into effect an annual budget (the "Annual Budget ") for operation and maintenance of the System for each Fiscal Year, including in each Annual Budget such items as are customarily and reasonably contained in a utility system budget under generally accepted accounting procedures. G. Permits. The Authority will comply with all of the terms and conditions of any and all franchises, permits, and authorizations applicable to or necessary with respect to the System and which have been obtained from any governmental agency; and the Authority has or will obtain and keep in full force and effect all franchises, permits, authorizations, and other requirements applicable to or necessary with respect to the acquisition, construction, equipment, operation, and maintenance of the System. SECTION 26: Limited Obligations of the Authority. The Bonds Similarly Secured are limited, special obligations of the Authority payable from and equally and ratably secured solely by a lien on and pledge of the Special Payments, and the Holders thereof shall never have the right to demand payment of the principal or interest on the Bonds Similarly Secured from any funds raised or to be raised through taxation by the Authority. SECTION 27: Security of Funds. All money on deposit in the Funds or accounts for which this Bond Order makes provision (except any portion thereof as may be at any time properly invested as provided herein) shall be secured in the manner and to the fullest extent required by the laws of Texas for the security of public funds, and money on deposit in such Funds or accounts shall be used only for the purposes permitted by this Bond Order. SECTION 28: Remedies in Event of Default. In addition to all the rights and remedies provided by the laws of the State of Texas, the Authority covenants and agrees particularly that in the event the Authority (a) defaults in the payments to be made to the Bond Fund, or (b) defaults in the observance or performance of any other of the covenants, conditions, or obligations set forth in this Bond Order, the Holders of any of the Bonds Similarly Secured shall be entitled to seek a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the governing body of the Authority and other officers of the Authority to observe and perform any covenant, condition, or obligation prescribed in this Bond Order. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. The specific remedy herein provided shall be cumulative of all other existing remedies and the specification of such remedy shall not be deemed to be exclusive. 82600457.6 -29 SECTION 29: Notices to Holders Waiver. Wherever this Bond Order provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States mail, first -class postage prepaid, to the address of each Holder as it appears in the Security Register. In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Holders. Where this Bond Order provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent /Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 30: Bonds Are Negotiable Instruments. Each of the Bonds Similarly Secured authorized herein shall be deemed and construed to be a "security" and as such a negotiable instrument with the meaning of the Chapter 8 of the Texas Uniform Commercial Code. SECTION 31: Cancellation. All Bonds Similarly Secured surrendered for payment, transfer, redemption, exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and, if surrendered to the Authority, shall be delivered to the Paying Agent /Registrar and, if not already canceled, shall be promptly canceled by the Paying Agent /Registrar. The Authority may at any time deliver to the Paying Agent /Registrar for cancellation any Bonds Similarly Secured previously certified or registered and delivered which the Authority may have acquired in any manner whatsoever, and all Bonds Similarly Secured so delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled Bonds Similarly Secured held by the Paying Agent /Registrar shall be destroyed as directed by the Authority. SECTION 32: Mutilated, Destroyed, Lost, and Stolen Bonds. If (1) any mutilated Bond is surrendered to the Paying Agent /Registrar, or the Authority and the Paying Agent /Registrar receive evidence to their satisfaction of the destruction, loss, or theft of any Bond, and (2) there is delivered to the Authority and the Paying Agent /Registrar such security or indemnity as may be required to save each of them harmless, then, in the absence of notice to the Authority or the Paying Agent /Registrar that such Bond has been acquired by a bona fide purchaser, the Authority shall execute and, upon its request, the Paying Agent/Registrar shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Bond, a new Bond of the same Stated Maturity and interest rate and of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost, or stolen Bond has become or is about to become due and payable, the Authority in its discretion may, instead of issuing a new Bond, pay such Bond. Upon the issuance of any new Bond or payment in lieu thereof, under this Section, the Authority may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge imposed in relation thereto and any other expenses (including attorney's fees and the fees and expenses of the Paying Agent /Registrar) connected therewith. 82600457.6 -30- Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen Bond shall constitute a replacement of the prior obligation of the Authority, whether or not the mutilated, destroyed, lost, or stolen Bond shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Bond Order equally and ratably with all other Outstanding Bonds. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost, or stolen Bonds. SECTION 33: Sale of Bonds — Authorization of Purchase Contract — Official Statement Approval — Proceeds of Sale. The Bonds authorized by this Bond Order are hereby sold by the Authority to Hilltop Securities Inc., Dallas, Texas, as the authorized representative of a group of underwriters (the "Purchasers ", and having all the rights, benefits, and obligations of a Holder) in accordance with the provisions of a :Purchase Contract (the "Purchase Contract "), dated November 8, 2018, attached hereto as Exhibit B and incorporated herein by reference as a part of this Bond Order for all purposes and the Approval Certificate. The Initial Bond shall be registered in the name of Hilltop Securities Inc. The pricing and terms of the sale of the Bonds are hereby found and determined to be the most advantageous reasonably obtainable by the Authority. The President, Board of Directors, and the General Manager of the Authority are hereby authorized and directed to execute the Purchase Contract for and on behalf of the Authority and as the act and deed of this Board, and in regard to the approval and execution of the Purchase Contract, the Board hereby finds, determines and declares that the representations, warranties, and agreements of the Authority contained in the Purchase Contract are true and correct in all material respects and shall be honored and performed by the Authority. Delivery of the Bonds to the Purchasers shall occur as soon as practicable after the adoption of this Bond Order, upon payment therefor in accordance with the terms of the Purchase Contract. Furthermore, the Authority hereby ratifies, confirms, and approves in all respects (i) the Authority's prior determination that the Preliminary Official Statement was, as of its date, "deemed final" in accordance with the Rule (hereinafter defined), and (ii) the use and distribution of the Preliminary Official. Statement by the Purchasers in connection with the public offering and sale of the Bonds. The final Official Statement, being a modification and amendment of the Preliminary Official Statement to reflect the terms of sale, attached as Exhibit A to the Purchase Contract (together with such changes approved by the President of the Board and Secretary of the Board and the General Manager of the Authority, any one or more of said officials), shall be and is hereby in all respects approved and the Purchasers are hereby authorized to use and distribute the final Official Statement, dated November 8, 2018, in the reoffering, sale and delivery of the Bonds to the public. The President of the Board and Secretary of the Board are further authorized and directed to manually execute and deliver for and on behalf of the Authority copies of the Official Statement in final form as may be required by the Purchasers, and such final Official Statement in the form and content manually executed by said officials shall be deemed to be approved by the Board and constitute the Official Statement authorized for distribution and use by the :Purchasers. The proper officials of the Authority are hereby authorized to execute and deliver a certificate pertaining to such Official Statement as prescribed therein, dated as of the date of payment for and delivery of the Bonds. 82600457.6 -31- Proceeds from the sale of the Bonds shall be applied as follows: (1) Accrued interest in the amount of $ be deposited into the Bond Fund. received from the Purchasers shall (2) Original issue reoffering premium from the sale of the Bond of $ which is hereby allocated by the Authority in the following manner: (a) $ to pay the Purchasers' compensation, (b) $ to pay the Insurer's premium pursuant to the Insurance Policy, (c) $ to pay certain other costs of issuance, and (d) $ shall be deposited to the Authority's construction fund as described in paragraph (3) below. (3) The amount of $ (including a portion of the original reoffering premium in the amount of $ ) derived from the sale of the Bonds (after paying costs of issuance) shall be deposited into the Authority's construction fund (the "Construction Fund ") created for the projects to be constructed with the proceeds of the Bonds. This Construction Fund shall be established and maintained at the Depository and shall be invested in accordance with the provisions of Section 16 of this Bond Order. Interest earned on the proceeds of the Bonds pending completion of construction of the projects financed with such proceeds shall be accounted for, maintained, deposited, and expended as permitted by the provisions of Chapter 1201, as amended, Texas Government Code, or as required by any other applicable law. Thereafter, such amount shall be expended in accordance with Section 13 of this Bond Order. SECTION 34: Covenants to Maintain Tax - Exempt Status. A. Definitions. When used in this Section, the following terms have the following meanings: "Closing Date " means the date on which the Bonds are first authenticated and delivered to the initial purchasers against payment therefor. "Code" means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. "Computation Date" has the meaning set forth in Section 1.1.48 -1(b) of the Regulations. "Gross Proceeds" means any proceeds as defined in Section 1.148 -1(b) of the Regulations, and any replacement proceeds as defined in Section 1.148 -1(c) of the Regulations, of the Bonds. "Investment" has the meaning set forth in Section 1.148 -1(b) of the Regulations. "Nonpurpose Investment" means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested and which is not acquired to carry out the governmental purposes of the Bonds. 82600457.6 -32- "Rebate Amount" has the meaning set forth in Section 1.148 -1(b) of the Regulations. "Regulations " means any proposed, temporary, or final Income Tax Regulations issued pursuant to sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code of 1954, . which are applicable to the Bonds. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. "Yield" of (1) any Investment has the meaning set forth in Section 1.1.48 -5 of the Regulations; and (2) the Bonds has the meaning set forth in Section 1.148 -4 of the Regulations. B. Not to Cause Interest to Become Taxable. The Authority shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed directly or indirectly with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Bond to become includable in the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the Authority receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Bond, the Authority shall comply with each of the specific covenants in this Section. C. No Private Use or Private Pam. Except as would not cause the Bonds to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the Authority shall at all times prior to the last Stated Maturity of Bonds: (1) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Bonds, and not use or permit the use of such Gross Proceeds (including all contractual arrangements with terms different than those applicable to the general public) or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the United States or any agency, department and instrumentality thereof) other than a state or local government, unless such use is solely as a member of the general public; and (2) not directly or indirectly impose or accept any charge or other payment by any person or entity who is treated as using Gross Proceeds of the Bonds or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds, other than taxes of general application within the Authority or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. 82600457.6 -33- D. No Private Loan. Except as would not cause the Bonds to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the Authority shall not use Gross Proceeds of the Bonds to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be "Loaned" to a person or entity if. (1) property acquired, constructed or improved with such 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 any property acquired, constructed or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. E. Not to Invest at Higher Yield. Except as would not cause the Bonds to become "arbitrage bonds" within the meaning of section 1.48 of the Code and the Regulations and rulings thereunder, the Authority shall not at any time prior to the final Stated Maturity of the Bonds directly or indirectly invest Gross Proceeds in any Investment, if as a result of such investment the Yield of any Investment acquired with Gross Proceeds, whether then held or previously disposed of, materially exceeds the Yield of the Bonds. F. Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the Regulations and rulings thereunder, the Authority shall not take or omit to take any action which would cause the Bonds to be federally guaranteed within the meaning of section 149(b) of the Code and the Regulations and rulings thereunder. G. Information Report. The Authority shall timely file the information required by section 149(e) of the Code with the Secretary of the Treasury on Form 8038 -G or such other form and in such place as the Secretary may prescribe. H. Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(f) of the Code and the Regulations and rulings thereunder, or except to the extent the Authority complies with Subsection J of this Section:: (1) The Authority shall 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 accounting for at least six years after the day on which the last Outstanding Bond is discharged. However, to the extent permitted by law, the Authority may commingle Gross :Proceeds of the Bonds with other money of the Authority, provided that the Authority separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date, the Authority shall calculate the Rebate Amount in accordance with rules set forth in section 1.48(f) of the Code and the Regulations and rulings thereunder. The Authority shall maintain such calculations with its official transcript of proceedings relating to the issuance of the Bonds until six years after the final Computation Date. 82600457.6 -34- (3) As additional consideration for the purchase of the Bonds by the Purchasers and the loan of the money represented thereby and in order to induce such purchase by measures designed to insure the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, the Authority shall pay to the United States out of the Interest And Sinking Fund or its general fund, as permitted by applicable Texas statute, regulation or opinion of the Attorney General of the State of Texas, the amount that when added to the future value of previous rebate payments made for the Bonds equals i) in the case of a Final Computation Date as defined in Section 1.148- 3(e)(2) of the Regulations, one hundred percent (1.00 %) of the Rebate Amount on such date; and ii) in the case of any other Computation Date, ninety percent (90 %) of the Rebate Amount on such date. In all cases, the rebate payments shall be made at the times, in the installments, to the place and in the manner as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder, and shall be accompanied by Form 8038 -T or such other forms and information as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder. (4) The Authority shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and (3), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter, (and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under Section 1.148 -3(h) of the Regulations. L Not to Divert Arbitrage Profits. Except to the extent permitted by section 1.48 of the Code and the Regulations and rulings thereunder, the Authority shall not, at any time prior to the earlier of the Stated Maturity or final payment of the Bonds, 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 Bonds not been relevant to either party. J. No Rebate Required. The Authority need not comply with the covenants and duties imposed by the provisions of Subsection H. of this Section if: (1) the Authority is a governmental unit with general taxing powers; (2) 95% of the Net Proceeds of the Bonds and all income from the investment thereof will be used for the governmental activities of the Authority; (3) the aggregate face amount, within the meaning of Section 1. 148 8(c)(1) of the Regulations, of all debt obligations (other than private activity bonds) issued or expected to be issued by the Authority or any subordinate entity in the calendar year in which the Bonds are issued is not reasonably expected to exceed $5,000,000; and (4) the Authority otherwise satisfies the requirements of paragraph (4)(c) of section 148(f) of the Code and Section 1.148 8 of the Regulations and rulings thereunder 82600457.6 -35- K. Bonds Not Hedge Bonds. (1) The Authority reasonably expects to spend at least 85% of the spendable proceeds of the Bonds within three years after such Bonds are issued. (2) Not more than 50% of the proceeds of the Bonds will be invested in Nonpurpose Investments having a substantially guaranteed Yield for a period of 4 years or more. L. Elections. The Authority hereby directs and authorizes the President and Secretary of the Board or the General Manager of the Authority, either or any combination of the foregoing, to make such elections in the Certificate as to Tax Exemption or similar or other appropriate certificate, form, or document permitted or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with the Bonds. Such elections shall be deemed to be made on the Closing Date. M. Qualified Tax - Exempt Obligations. The Authority hereby designates the Bonds as qualified tax - exempt obligations for purposes of section 265(b) of the Code. In furtherance of such designation, the Authority represents, covenants and warrants the following: (a) during the calendar year in which the Bonds are issued, the Authority (including any subordinate entities) has not designated nor will designate obligations, which when aggregated with the Bonds, will result in more than $10,000,000 of "qualified tax - exempt obligations" being issued; (b) the Authority reasonably anticipates that the amount of tax- exempt obligations issued during the calendar year 2018 by the Authority (including any subordinate entities) will not exceed $10,000,000; and the Authority will take such action or refrain from such action as is necessary in order that the Bonds will not be considered "private activity bonds" within the meaning of section 141 of the Code. SECTION 35: Control and Custody of Bonds. The President, Board of Directors shall be and is hereby authorized to take and have charge of all necessary orders and records pending investigation by the Attorney General of the State of Texas and shall take and have charge and control of the Bonds pending their approval by the Attorney General, the registration thereof by the Comptroller of Public Accounts and the delivery of the Bonds to the Purchasers. Furthermore, the President, Board of Directors, Secretary, Board of Directors, General Manager of the Authority, or General. Counsel, either or all, are hereby authorized and directed to furnish and execute such documents relating to the Authority and its financial affairs as may be necessary for the issuance of the Bonds, the approval of the Attorney General and their registration by the Comptroller of Public Accounts and, together with the Authority's Financial Advisor, Bond Counsel, and the Paying Agent /Registrar, make the necessary arrangements for the delivery of the Initial Bonds to the Purchasers. SECTION 36: Satisfaction of Obligation of Authority. If the Authority shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Bonds Similarly Secured, at the times and in the manner stipulated in this Bond Order, then the lien on and pledge of Special Payments under this Bond Order and all covenants, agreements, and other obligations. of the Authority to the Holders shall thereupon cease, terminate, and be discharged and satisfied. 82600457.6 -36- Bonds Similarly Secured, or any principal amount(s) thereof, shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when (i) money sufficient to pay in full such Bonds Similarly Secured or the principal amount(s) thereof at Stated Maturity or to the redemption date therefor, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar or an authorized escrow agent, and /or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities will mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any money deposited therewith, if any, to pay when due the principal of and interest on such Bonds Similarly Secured, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent /Registrar have been made) the redemption date thereof for the Bonds Similarly Secured. In the event of a defeasance of the Bonds, the Authority shall deliver a certificate from its financial advisor, the Paying Agent /Registrar, an independent accounting firm, or another qualified third party concerning the deposit of cash and /or Government Securities to pay, when due, the principal of, redemption premium (if any), and interest due on any defeased Bonds. As and to the extent applicable, if at all, the Authority covenants that no deposit of money or Government Securities will be made under this Section and no use made of any such deposit which would cause the Bonds Similarly Secured to be treated as arbitrage bonds within the meaning of section 148 of the Code (as defined in Section 34). Any money so deposited with the Paying Agent /Registrar, and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Bonds Similarly Secured, or any principal amount(s) thereof, or interest thereon with respect to which such money has been so deposited shall be remitted to the Authority or deposited as directed by the Authority. Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Bonds Similarly Secured and remaining unclaimed for a period of four (4) years after the Stated Maturity, or applicable redemption date, of the :Bonds Similarly Secured such money was deposited and is held in trust to pay shall upon the request of the Authority be remitted to the Authority against a written receipt therefor, subject to the unclaimed property laws of the State of Texas. Notwithstanding any other provision of this Bond Order to the contrary, it is hereby provided that any determination not to redeem defeased Bonds Similarly Secured that is made in conjunction with the payment arrangements specified in (i) or (ii) above shall not be irrevocable, provided that: (1) in the proceedings providing for such defeasance, the Authority expressly reserves the right to call the defeased Bonds Similarly Secured for redemption; (2) gives notice of the reservation of that right to the owners of the defeased Bonds Similarly Secured immediately following the defeasance; (3) directs that notice of the reservation be included in any redemption notices that it authorizes; and (4) at the time of the redemption, satisfies the conditions of (i) or (ii) above with respect to such defeased debt as though it was being defeased at the time of the exercise of the option to redeem the defeased Bonds Similarly Secured, after taking the redemption into account in determining the sufficiency of the provisions made for the payment of the defeased Bonds Similarly Secured. 82600457.6 -37- SECTION 37: Bond Order a Contract; Amendments - Outstanding Bonds Similarly Secured. The Authority acknowledges that the covenants and obligations of the Authority herein contained are a material inducement to the purchase of the Bonds Similarly Secured. This Bond Order shall constitute a contract with the Holders from time to time, binding on the Authority and its successors and assigns, and it shall not be amended or repealed by the Authority so long as any Bond Similarly Secured remains Outstanding except as permitted in this Section. The Authority may, without the consent of any Holders, from time to time and at any time, amend this Bond Order in any manner not detrimental to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the Authority may, with the written consent of Holders holding a majority in aggregate principal amount of the Bonds Similarly Secured then Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Bond Order; provided that, without the consent of all Holders of Outstanding Bonds Similarly Secured, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the principal of and interest on the Bonds Similarly Secured, reduce the principal amount thereof or the rate of interest thereon, or in any other way modify the terms of payment of the principal of or interest on the Bonds Similarly Secured, (2) give any preference to any Bond Similarly Secured over any other Bond Similarly Secured, or (3) reduce the aggregate principal amount of Bonds Similarly Secured required for consent to any such amendment, addition, or rescission. SECTION 38: Printed Opinion. The Purchasers' obligation to accept delivery of the Bonds is subject to its being ftirnished a final opinion of Norton Rose Fulbright US LLP, San Antonio, Texas, as Bond Counsel, approving certain legal matters as to the Bonds, said opinion to be dated and delivered as of the date of initial delivery and payment for such Bonds. Printing of a true and correct copy of said opinion on the reverse side of each of said Bonds, with appropriate certificate pertaining thereto executed by facsimile signature of the Secretary of the Board is hereby approved and authorized. SECTION 39: CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on the definitive Bonds shall be of no significance or effect as regards the legality thereof, and neither the Authority nor attorneys approving said Bonds as to legality are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Bonds. SECTION 40: Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 41: Benefits of Bond Order. Nothing in this Bond Order, expressed or implied, is intended or shall be construed to confer upon any person other than the Authority, Bond Counsel, Paying Agent/Registrar, Purchasers, and the Holders, any right, remedy, or claim, legal or equitable, under or by reason of this Bond Order or any provision hereof, this Bond Order and all its provisions being intended to be and being for the sole and exclusive benefit of the Authority, Bond Counsel, the Paying Agent/Registrar, Purchasers, and the Holders. SECTION 42: Inconsistent Provisions. All orders and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Bond Order are hereby repealed to the 82600457.6 -38- extent of such conflict, and the provisions of this Bond Order shall be and remain controlling as to the matters ordered herein. SECTION 43: Governing Law. This Bond Order shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 44: Severability. If any provision of this Bond Order or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Bond Order and the application of such provision to other persons and circumstances shall nevertheless be valid, and the Board hereby declares that this Bond Order would have been enacted without such invalid provision. SECTION 45: Incorporation of Preamble Recitals. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Bond Order for all purposes and are adopted as a part of the judgment and findings of the Board. SECTION 46: Authorization of Paying Agent/Registrar ; Agreement. The Board hereby finds and determines that it is in the best interest of the Authority to authorize the execution of a Paying Agent/Registrar Agreement pertaining to the payment, registration, transferability, and exchange of the Bonds. A copy of the Paying Agent /Registrar Agreement is attached hereto, in substantially final form, as Exhibit A and is incorporated by reference to the provisions of this Bond Order. SECTION 47: Public Meeting. It is officially found, determined, and declared that the meeting at which this Bond Order is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Bond Order, was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION 48: Continuing Disclosure Undertaking. A. Definitions. As used in this Section, the following terms have the meanings ascribed to such terms 104o's EMMA means the MSRB's Electronic Municipal Market Access system, accessible by the general public, without charge, on the internet through the uniform resource locator (URL) http://www.emma.msrb.org. MSRB means the Municipal Securities Rulemaking Board. Rule means SEC Rule 15c2 -1.2, as amended from time to time. SEC means the United States Securities and Exchange Commission. 82600457.6 -39- B. Annual Reports. The Authority shall file annually with the MSRB within six months after the end of each fiscal year of the Authority ending in or after 2018, . financial information and operating data with respect to the Authority of the general type included in the final Official Statement authorized by Section 33 of this Bond Order, being the information described in Exhibit C hereto. Under current Texas law, the Authority must have its records and accounts audited annually and shall have an annual financial statement prepared based on the audit. The annual financial statement, including the auditor's opinion on the statement, shall be filed in the office of the Secretary, Board of Directors, within 180 days after the last day of the Authority's fiscal year. Additionally, upon the filing of this financial statement and the annual audit, these documents are subject to the Texas Open Records Act, as amended, Texas Government Code, Chapter 552. If the Authority changes its fiscal year, it will file notice of such change (and of the date of the new fiscal year end) with the MSRB prior to the next date by which the Authority otherwise would be required to provide financial information and operating data pursuant to this Section. C. Notice of Certain Events. The Authority shall file notice of any of the following events with respect to the Bonds to the MSRB in a timely manner and not more than 10 business days after occurrence of the event: (1) Principal and interest payment delinquencies; (2) Non- payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements reflecting financial difficulties; (5) Substitution of credit or liquidity providers, or their failure to perform; (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 -TEB), or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; (7) Modifications to rights of holders of the Bonds, if material; (8) Bond calls, if material, and tender offers; (9) Defeasances; (10) Release, substitution, or sale of property securing repayment of the Bonds, if material; (1.1) Rating changes; 82600457.6 -40- (12) Bankruptcy, insolvency, receivership, or similar event of the Authority, which shall occur as described below; (13) The consummation of a merger, consolidation, or acquisition involving the Authority or the sale of all or substantially all of its assets, other than in the ordinary course of business, the entry into of a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (14) Appointment of a successor or additional paying agent /registrar or the change of name of a paying agent/registrar, if material. For these purposes, any event described in the immediately preceding paragraph (12) is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the Authority in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Authority, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Authority. The Authority shall file notice with the MSRB, in a timely manner, of any failure by the Authority to provide financial information or operating data in accordance with this Section by the time required by this Section. D. Limitations Disclaimers and Amendments. The Authority shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the Authority remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except that the Authority in any event will give notice of any deposit that causes the Bonds to be no longer Outstanding. The provisions of this Section are for the sole benefit of the holders and beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The Authority undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that maybe relevant or material to a complete presentation of the Authority's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The Authority does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell :Bonds at any future date. UNDER NO CIRCUMSTANCES SHALL THE AUTHORITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM 82600457.6 -41- ANY BREACH BY THE AUTHORITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the Authority in observing or performing its obligations under this Section shall constitute a breach of or default under this Bond Order for purposes of any other provision of this Bond Order. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the Authority under federal and state securities laws. The provisions of this Section may be amended by the Authority 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 Authority, but only if (l) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a) the holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Bond Order that authorizes such an amendment) of the Outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the Authority (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the holders and beneficial owners of the Bonds. The Authority may also repeal or amend the provisions of this Section if the SEC amends or repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment that such provisions of the Rule are invalid, and the Authority also may amend the provisions of this Section in its discretion in any other manner or circumstance, but in either case only if and to the extent that the provisions of this sentence would not have prevented an underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds, giving effect to (a) such provisions as so amended and (b) any amendments or interpretations of the Rule. If the Authority so amends the provisions of this Section, the Authority 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. E. Information Format — Incorporation by Reference. The Authority information required under this Section shall be filed with the MSRB through EMMA in such format and accompanied by such identifying information as may be specified from time to time thereby. Under the current rules of the MSRB, continuing disclosure documents submitted to EMMA must be in word - searchable portable document format (PDF) files that permit the document to be saved, viewed, printed, and retransmitted by electronic means and the series of obligations to which such continuing disclosure documents relate must be identified by CUSIP number or numbers. 82600457.6 -42- Financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document) available to the public through EMMA or filed with the SEC. SECTION 49: Book- Entry Only System. It is intended that the Bonds initially be registered so as to participate in a securities depository system (the "DTC System ") with the Depository Trust Company, New York, New York, or any successor entity thereto ( "DTC "), as set forth herein. Each Stated Maturity of the Bonds shall be issued (following cancellation of the Initial. Bond described in Section 7) in the form of a separate single definitive Bond. Upon issuance, the ownership of each such Bond shall be registered in the name of Cede & Co., as the nominee of DTC, and all of the Outstanding Bonds shall be registered in the name of Cede & Co., as the nominee of DTC. The Authority and the Paying Agent/Registrar are authorized to execute, deliver, and take the actions set forth in such letters to or agreements with DTC as shall be necessary to effectuate the DTC System, including the Letter of Representations attached hereto as Exhibit D (the "Representation Letter "). With respect to the Bonds registered in the name of Cede & Co., as nominee of DTC, the Authority and the Paying Agent/Registrar shall have no responsibility or obligation to any broker - dealer, bank, or other financial institution for which DTC holds the Bonds from time to time as securities depository (a "Depository Participant ") or to any person on behalf of whom such a Depository Participant holds an interest in the Bonds (an "Indirect Participant "). Without limiting the immediately preceding sentence, the Authority and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any Depository Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Depository Participant or any other person, other than a registered owner of the Bonds, as shown on the Security Register, of any notice with respect to the :Bonds, including any notice of redemption, or (iii) the delivery to any Depository Participant or any Indirect Participant or any other Person, other than a Holder of a Bond, of any amount with respect to principal of, premium, if any, or interest on the Bonds. While in the DTC System, no person other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a bond certificate evidencing the obligation of the Authority to make payments of principal, premium, if any, and interest pursuant to this Bond Order. 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 Bond Order with respect to interest checks or drafts being mailed to the Holder, the word "Cede & Co." in this Bond Order shall refer to such new nominee of DTC. In the event that (a) the Authority determines that DTC is incapable of discharging its responsibilities described herein and in the Representation. Letter, (b) the Representation Letter shall be terminated for any reason, or (c) DTC or the Authority determines that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the Authority shall notify the Paying Agent /Registrar, DTC, and the Depository Participants of the availability within a reasonable period of time through DTC of bond certificates, and the Bonds shall no longer be restricted to being registered in the name of Cede & Co., as nominee of DTC. At that time, the Authority may determine that the Bonds shall be registered in the name of and 82600457.6 -43- deposited with a successor depository operating a securities depository system, as may be acceptable to the Authority, or such depository's agent or designee, and if the Authority and the Paying Agent/Registrar do not select such alternate securities depository system then the Bonds may be registered in whatever name or names the Holders of Bonds transferring or exchanging the Bonds shall designate, in accordance with the provisions hereof. Notwithstanding any other provision of this Bond Order to the contrary, so long as any Bond is 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 Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Representation Letter. SECTION 50: Unavailability of Authorized Publication. If, because of the temporary or permanent suspension of any newspaper, journal, or other publication, or, for any reason, publication of notice cannot be made meeting any requirements herein established, any notice required to be published by the provisions of this Bond Order shall be given in such other manner and at such time or times as in the judgment of the Authority or of the Paying Agent /Registrar shall most effectively approximate such required publication and the giving of such notice in such manner shall for all purposes of this Bond Order be deemed to be in compliance with the requirements for publication thereof. SECTION 51: No Recourse Against Authority Officials. No recourse shall be had for the payment of principal of, premium, if any, or interest on any Bond or for any claim based thereon or on this Bond Order against any official of the Authority or any person executing any Bond. SECTION 52: Provisions Relating to Bond Insurance. [TO BE UPDATED] Notwithstanding anything to the contrary contained in this Bond Order, the following provisions shall be effective as long as any Bond is insured by the Insurer pursuant to the Insurance Policy: A. The Insurer shall be deemed to be the sole holder of the Insured Bonds for the purpose of exercising any voting right or privilege or giving any consent or direction or taking any other action that the holders of the Bonds insured by it are entitled to take pursuant to the Bond Order pertaining to (i) defaults and remedies and (ii) the duties and obligations of the Paying Agent. In furtherance thereof and as a term of the Bond Order and each Bond, the Paying Agent and each Bondholder appoint the Insurer as their agent and attorney -in -fact and agree that the Insurer may at any time during the continuation of any proceeding by or against the Issuer under the United States Bankruptcy Code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an "Insolvency Proceeding ") direct all matters relating to such Insolvency Proceeding, including without limitation, (A) all matters relating to any claim or enforcement proceeding in connection with an Insolvency Proceeding (a "Claim "), (B) the direction of any appeal of any order relating to any Claim, (C) the posting of any surety, supersedeas or performance bond pending any such appeal, and (D) the right to vote to accept or reject any plan of adjustment. In addition, the Paying Agent and each Bondholder delegate and assign to the Insurer, to the fullest extent permitted by law, the rights of the Paying Agent and each Bondholder in the conduct of any Insolvency Proceeding, including, without limitation, all rights of any party to an adversary proceeding or action with respect to any court order issued in connection with any such Insolvency Proceeding. Remedies granted to the Bondholders shall expressly include mandamus. 82600457.6 -44- B. The security for the Bonds shall include a pledge of any agreement with any underlying obligor that is a source of payment for the Bonds and a default under any such agreement shall constitute a default under the Bond Order. C. No grace period for a covenant default shall exceed 30 days or be extended for more than 60 days, without the prior written consent of the Insurer. No grace period shall be permitted for payment defaults. D. The Insurer shall be included as a third party beneficiary to the Bond Order. E. Upon the occurrence of an extraordinary optional, special or extraordinary mandatory redemption in part, the selection of Bonds to be redeemed shall be subject to the approval of the Insurer. The exercise of any provision of the Bond Order which permits the purchase of Bonds in lieu of redemption shall require the prior written approval of the Insurer if any Bond so purchased is not cancelled upon purchase. F. Any amendment, supplement, modification to, or waiver of, the Bond Order or any other transaction document, including any underlying security agreement (each a "Related Document "), that requires the consent of Bondowners or adversely affects the rights and interests of the Insurer shall be subject to the prior written consent of the Insurer. G. Unless the Insurer otherwise directs, upon the occurrence and continuance of a default or an event which with notice or lapse of time would constitute a default, amounts on deposit in the Construction Fund shall not be disbursed, but shall instead be applied to the payment of debt service or redemption price of the Bonds. H. The rights granted to the Insurer under the Bond Order or any other Related Document to request, consent to or direct any action are rights granted to the Insurer in consideration of its issuance of the Insurance Policy. Any exercise by the Insurer of such rights is merely an exercise of the Insurer's contractual rights and shall not be construed or deemed to be taken for the benefit, or on behalf, of the Bondholders and such action does not evidence any position of the Insurer, affirmative or negative, as to whether the consent of the Bondowners or any other person is required in addition to the consent of the Insurer. I. Only (1) cash, (2) non - callable direct obligations of the United States of America ( "Treasuries "), (3) evidences of ownership of proportionate interests in future interest and principal payments on Treasuries held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor and the underlying Treasuries are not available to any person claiming through the custodian or to whom the custodian may be obligated, (4) subject to the prior written consent of the Insurer, pre - refunded municipal obligations rated "AAA" and "Aaa" by S &P (hereinafter defined) and Moody's (hereinafter defined), respectively, or (5) subject to the prior written consent of the Insurer, securities eligible for "AAA" defeasance under then existing criteria of S &P or any combination thereof, shall be used to effect a net defeasance of the Bonds unless the Insurer otherwise approves. To accomplish a net defeasance, the Issuer shall cause to be delivered (i) a report of an independent firm of nationally recognized certified public accountants or such other accountant as 82600457.6 -45- shall be acceptable to the Insurer ( "Accountant ") verifying the sufficiency of the escrow established to pay the Bonds in full on the maturity or redemption date ( "Verification "), (ii) an Escrow Deposit Agreement (which shall be acceptable in form and substance to the Insurer), (iii) an opinion of nationally recognized bond counsel to the effect that the Bonds are no longer "Outstanding" under the Bond Order and (iv) a certificate of discharge of the :Paying Agent with respect to the Bonds; each Verification and defeasance opinion shall be acceptable in form and substance, and addressed, to the Issuer, Paying Agent and Insurer. The Insurer shall be provided with final drafts of the above - referenced documentation not less than five business days prior to the funding of the escrow. Bonds shall be deemed "Outstanding" under the Bond Order unless and until they are in fact paid and retired or the above criteria are met. J. Amounts paid by the Insurer under the Insurance Policy shall not be deemed paid for purposes of the Bond Order and the Bonds relating to such payments shall remain Outstanding and continue to be due and owing until paid by the Issuer in accordance with the Bond Order. The Bond Order shall not be discharged unless all amounts due or to become due to the Insurer have been paid in full or duly provided for. K. Each of the Issuer and Paying Agent covenant and agree to take such action (including, as applicable, filing of UCC financing statements and continuations thereof) as is necessary from time to time to preserve the priority of the pledge of the Bond Order under applicable law. L. Claims Upon the Insurance Policy and Payments by and to the Insurer. If, on the third Business Day prior to the related scheduled interest payment date or principal payment date ( "Payment Date ") there is not on deposit with the Paying Agent, after making all transfers and deposits required under the Bond Order, moneys sufficient to pay the principal of and interest on the Bonds due on such Payment Date, the Paying Agent shall give notice to the Insurer and to its designated agent (if any) (the "Insurer's Fiscal Agent ") by telephone or telecopy of the amount of such deficiency by 12:00 noon, New York City time, on such Business Day. If, on the second Business Day prior to the related Payment Date, there continues to be a deficiency in the amount available to pay the principal of and interest on the Bonds due on such Payment Date, the Paying Agent shall make a claim under the Insurance Policy and give notice to the Insurer and the Insurer's Fiscal Agent (if any) by telephone of the amount of such deficiency, and the allocation of such deficiency between the amount required to pay interest on the Bonds and the amount required to pay principal of the Bonds, confirmed in writing to the Insurer and the Insurer's Fiscal Agent by 12:00 noon, New York City time, on such second Business Day by filling in the form of Notice of Claim and Certificate delivered with the Insurance Policy. The Paying Agent shall designate any portion of payment of principal on Bonds paid by the Insurer, whether by virtue of mandatory sinking fund redemption, maturity or other advancement of maturity, on its books as a reduction in the principal amount of Bonds registered to the then current Bondholder, whether DTC or its nominee or otherwise, and shall issue a replacement Bond to the Insurer, registered in the name of Assured Guaranty Municipal Corp., in a principal amount equal to the amount of principal so paid (without regard to authorized 82600457.6 -46- denominations); provided that the Paying Agent's failure to so designate any payment or issue any replacement Bond shall have no effect on the amount of principal or interest payable by the Issuer on any Bond or the subrogation rights of the Insurer. The Paying Agent shall keep a complete and accurate record of all funds deposited by the Insurer into the Policy Payments Account (defined below) and the allocation of such funds to payment of interest on and principal of any Bond. The Insurer shall have the right to inspect such records at reasonable times upon reasonable notice to the Paying Agent. Upon payment of a claim under the Insurance Policy, the Paying Agent shall establish a separate special purpose trust account for the benefit of :Bondholders referred to herein as the "Policy Payments Account" and over which the Paying Agent shall have exclusive control and sole right of withdrawal. The Paying Agent shall receive any amount paid under the Insurance Policy in trust on behalf of Bondholders and shall deposit any such amount in the Policy Payments Account and distribute such amount only for purposes of making the payments for which a claim was made. Such amounts shall be disbursed by the Paying Agent to Bondholders in the same manner as principal and interest payments are to be made with respect to the Bonds under the sections hereof regarding payment of Bonds. It shall not be necessary for such payments to be made by checks or wire transfers separate from the check or wire transfer used to pay debt service with other funds available to make such payments. Notwithstanding anything herein to the contrary, the Issuer agrees to pay to the Insurer (i) a sum equal to the total of all amounts paid by the Insurer under the Insurance Policy (the "Insurer Advances "); and (ii) interest on such Insurer Advances from the date paid by the Insurer until payment thereof in full, payable to the Insurer at the Late Payment Rate per annum (collectively, the "Insurer Reimbursement Amounts "). "Late Payment Rate" means the lesser of (a) the greater of (i) the per annum rate of interest, publicly announced from time to time by JPMorgan Chase Bank at its principal office in The City of New York, as its prime or base lending rate (any change in such rate of interest to be effective on the date such change is announced by JPMorgan Chase Bank) plus 3 %, and (ii) the then applicable highest rate of interest on the Bonds and (b) the maximum rate permissible under applicable usury or similar laws limiting interest rates, including Chapter 1204, as amended, Texas Government Code. The Late Payment Rate shall be computed on the basis of the actual number of days elapsed over a year of 360 days. The Issuer hereby covenants and agrees that the Insurer Reimbursement Amounts are secured by a lien on and pledge of the Bond Order and payable from such Bond Order on a parity with debt service due on the Bonds. Funds held in the Policy Payments Account shall not be invested by the Paying Agent and may not be applied to satisfy any costs, expenses or liabilities of the Paying Agent. Any funds remaining in the Policy Payments Account following a Bond payment date shall promptly be remitted to the Insurer. M. The Insurer shall, to the extent it makes any payment of principal of or interest on the Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Insurance Policy (which subrogation rights shall also include the rights of any such recipients in connection with any Insolvency Proceeding). Each obligation of the Issuer to the Insurer under the Related Documents shall survive discharge or termination of such Related Documents. 82600457.6 -47- N. The Issuer shall pay or reimburse the Insurer, to the extent permitted by Texas law and subject to annual appropriation, any and all charges, fees, costs and expenses that the Insurer may reasonably pay or incur in connection with (i) the administration, enforcement, defense or preservation of any rights or security in any Related Document; (ii) the pursuit of any remedies under the Bond Order or any other Related Document or otherwise afforded by law or equity, (iii) any amendment, waiver or other action with respect to, or related to, the Bond Order or any other Related Document whether or not executed or completed, or (iv) any litigation or other dispute in connection with the Bond Order or any other Related Document or the transactions contemplated thereby, other than costs resulting from the failure of the Insurer to honor its obligations under the Insurance Policy. The Insurer reserves the right to charge a reasonable fee as a condition to executing any amendment, waiver or consent proposed in respect of the Bond Order or any other Related Document. O. After payment of reasonable expenses of the Paying Agent, the application of funds realized upon default shall be applied to the payment of expenses of the Issuer or rebate only after the payment of past due and current debt service on the Bonds. P. The Insurer shall be entitled to pay principal or interest on the Bonds that shall become Due for Payment but shall be unpaid by reason of Nonpayment by the Issuer (as such terms are defined in the Insurance Policy) and any amounts due on the Bonds as a result of acceleration of the maturity thereof in accordance with the Bond Order, whether or not the Insurer has received a Notice of Nonpayment (as such terms are defined in the Insurance Policy) or a claim upon the Insurance Policy. Q. The notice address of the Insurer is: Assured Guaranty Municipal Corp., 31 West 52nd Street, New York, New York 10019, Attention: Managing Director — Surveillance, Re: Policy No. 216281 -N Telephone: (212) 826 0100; Telecopier: (212) 339 3556. In each case in which notice or other communication refers to a default, then a copy of such notice or other communication shall also be sent to the attention of the General Counsel and shall be marked to indicate "URGENT MATERIAL ENCLOSED." R. The Insurer shall be provided with the following information by the Issuer or Paying Agent, as the case may be: (1) Annual audited financial statements within 150 days after the end of the Issuer's fiscal year (together with a certification of the Issuer that it is not aware of any default or default under the Bond Order), and the Issuer's annual budget within 30 days after the approval thereof together with such other information, data or reports as the Insurer shall reasonably request from time to time; (2) Notice of any default known to the Paying Agent or Issuer within five Business Days after knowledge thereof, (3) Prior notice of the advance refunding or redemption of any of the Bonds, including the principal amount, maturities and CUSIP numbers thereof, (4) Notice of the resignation or removal of the Paying Agent and Bond Registrar and the appointment of, and acceptance of duties by, any successor thereto; 82600457.6 -48- (5) Notice of the commencement of any proceeding by or against the Issuer commenced under the United States Bankruptcy Code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an "Insolvency Proceeding "); (6) Notice of the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer of any payment of principal of, or interest on, the Bonds; (7) A full original transcript of all proceedings relating to the execution of any amendment, supplement, or waiver to the Related Documents; and (8) All reports, notices and correspondence to be delivered to Bondholders under the terms of the Related Documents. In addition, to the extent that the Issuer has entered into a continuing disclosure agreement, covenant or undertaking with respect to the Bonds, all information furnished pursuant to such agreements shall also be provided to the Insurer, simultaneously with the furnishing of such information. S. The Insurer shall have the right to receive such additional information as it may reasonably request. T. The Issuer will permit the Insurer to discuss the affairs, finances and accounts of the Issuer or any information the Insurer may reasonably request regarding the security for the Bonds with appropriate officers of the Issuer and will use commercially reasonable efforts to enable the Insurer to have access to the facilities, books and records of the Issuer on any business day upon reasonable prior notice. U. The Issuer shall notify the Insurer of any failure of the Issuer to provide notices, certificates and other information under the transaction documents. V. Notwithstanding satisfaction of the other conditions to the issuance of Additional Bonds set forth in the Bond Order, no such issuance may occur if a default (or any event which, once all notice or grace periods have passed, would constitute a default) exists unless such default shall be cured upon such issuance. W. In determining whether any amendment, consent, waiver or other action to be taken, or any failure to take action, under the :Bond Order would adversely affect the security for the Bonds or the rights of the Bondholders, the Paying Agent shall consider the effect of any such amendment, consent, waiver, action or inaction as if there were no Insurance Policy. X. No contract shall be entered into or any action taken by which the rights of the Insurer or security for or sources of payment of the Bonds may be impaired or prejudiced in any material respect except upon obtaining the prior written consent of the Insurer. Y. If the Bonds are issued for refunding purposes, there shall be delivered an opinion of Bond Counsel addressed to the Insurer (or a reliance letter relating thereto), or a certificate of discharge of the Paying Agent for the Refunded Bonds, to the effect that, upon the making of the 82600457.6 -49- required deposit to the escrow, the legal defeasance of the Refunded Bonds shall have occurred. If the Refunded Bonds are insured by Assured Guaranty Municipal Corp., at least three business days prior to the proposed date for delivery of the Policy with respect to the Refunding Bonds, the Insurer shall also receive (i) the verification letter, of which the Insurer shall be an addressee, by an independent firm of certified public accountants which is either nationally recognized or otherwise acceptable to the Insurer, of the adequacy of the escrow established to provide for the payment of the Refunded Bonds in accordance with the terms and provisions of the Escrow Deposit Agreement, and (ii) the form of an opinion of Bond Counsel addressed to the Insurer (or a reliance letter relating thereto) to the effect that the Escrow Deposit Agreement is a valid and binding obligation of the parties thereto, enforceable in accordance with its terms (such Escrow Deposit Agreement shall provide that no amendments are permitted without the prior written consent of the Insurer). An executed copy of each of such opinion and reliance letter, if applicable, or Paying Agent's discharge certificate, as the case may be, shall be forwarded to the Insurer prior to delivery of the Bonds. Z. Any interest rate exchange agreement ( "Swap Agreement ") entered into by the Issuer shall meet the following conditions: (i) the Swap Agreement must be entered into to manage interest costs related to, or a hedge against (a) assets then held, or (b) debt then outstanding, or (iii) debt reasonably expected to be issued within the next twelve (12) months, and (ii) the Swap Agreement shall not contain any leverage element or multiplier component greater than 1.Ox unless there is a matching hedge arrangement which effectively off -sets the exposure from any such element or component. Unless otherwise consented to in writing by the Insurer, any uninsured net settlement, breakage or other termination amount then in effect shall be subordinate to debt service on the Bonds and on any debt on parity with the Bonds. The Issuer shall not terminate a Swap Agreement unless it demonstrates to the satisfaction of the Insurer prior to the payment of any such termination amount that such payment will not cause the Issuer to be in default under the Related Documents, including but not limited to, any monetary obligations thereunder. All counterparties or guarantors to any Swap Agreement must have a rating of at least "A -" and "A3" by S &P Global Ratings ( "S &P ") and Moody's Investors Service, Inc. ( "Moody's "). If the counterparty or guarantor's rating falls below "A-" or "A3" by either S &P or Moody's, the counterparty or guarantor shall execute a credit support annex to the Swap Agreement, which credit support annex shall be acceptable to the Tnsurer. If the counterparty or the guarantor's long term unsecured rating falls below "Baal" or "BBB +" by either Moody's or S &P, a replacement counterparty or guarantor, acceptable to the Insurer, shall be required. SECTION 53: Further Procedures. The officers and employees of the Authority are hereby authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the Authority all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Bond Order, the initial sale and delivery of the Bonds, the Paying Agent/Registrar Agreement, the Purchase Contract, and the Official Statement. In addition, prior to the initial delivery of the Bonds, the President, the General Manager of the Authority and Bond Counsel are hereby authorized and directed to approve any technical changes or corrections to this Bond Order or to any of the instruments authorized and approved by this Bond Order necessary in order to (i) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Bond Order and as described in the Official Statement, (ii) obtain a rating from any of the national bond 82600457.6 -50- rating agencies, or (iii) obtain the approval of the Bonds by the Texas Attorney General's office. In case any officer of the Authority whose signature shall appear on any certificate shall cease to be such officer before the delivery of such certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. SECTION 54: Regional Wastewater Treatment Contract. The Board hereby ratifies and re- approves the Contract attached hereto as Exhibit E. SECTION 55: Authoritv's Consent to Provide Information and Documentation to the Texas MAC. The Municipal Advisory Council of Texas (the Texas MAC), a non - profit membership corporation organized exclusively for non -profit purposes described in section 501(c)(6) of the Internal Revenue Code and which serves as a comprehensive financial information repository regarding municipal debt issuers in Texas, requires provision of written documentation regarding the issuance of municipal debt by the issuers thereof. In support of the purpose of the Texas MAC and in compliance with applicable law, the Authority hereby consents to and authorizes any Authorized Official, Bond Counsel to the Authority, and /or Financial Advisor to the Authority to provide to the Texas MAC information and documentation requested by the Texas MAC relating to the Obligations; provided, however, that no such information and documentation shall be provided prior to the Closing Date. This consent and authorization relates only to information and documentation that is a part of the public record concerning the issuance of the Obligations. SECTION 56: Approval Certificate. Pursuant to 3.02 of the Contract and each of the resolutions adopted by the :Participating Members, the Participating Members have authorized the execution of an approval certificate (the "Approval Certificate "), attached hereto as Exhibit F, which evidences the approval of the terms and provisions of the Bonds as set forth herein by each of the Participating Members and their ratification of the Contract. SECTION 57: Effective Date. This Bond Order shall be in force and effect from and after its final passage, and it is so ordered. [The remainder of this page intentionally left blank.] 82600457.6 -51- PASSED AND ADOPTED on the 8th day of November, 2018. CIBOLO CREEK MUNICIPAL AUTHORITY President, Board of Directors ATTEST: Secretary, Board of Directors (SEAL) 82600457.6 A -1 "O1 �I�M Exhibit A Paying Agent/Registrar Agreement Exhibit B Form of Purchase Contract Exhibit C Description of Annual Financial Information Exhibit D DTC Letter of Representations Exhibit E Form of Regional Wastewater Treatment Contract (Southern Wastewater Treatment Plant Project) Exhibit F Form of Approval Certificate 82600457.6 Index -1 imall PAYING AGENT /REGISTRAR AGREEMENT SEE TAB NO. 82600457.6 A -1 PURCHASE CONTRACT po 82600457.6 B -1 imall CONTINUING DISCLOSURE OF INFORMATION DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 48 of this Bond Order. Annual Financial Statements and Operating Data The financial information and operating data with respect to the Participating Member or the Authority, as applicable, to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official. Statement referred to) below: 1. The Participating Member's audited financial statements for the most recently concluded fiscal year or to the extent these audited financial statements are not available, the portions of the unaudited financial statements of the Authority appended to the Official. Statement as Appendix E, but for the most recently concluded fiscal year. 2. The financial information and operating data pertaining to the Participating Member of the general type included in Appendix B to the Official Statement. 3. The financial information and operating data pertaining to the Authority of the general type included in Appendix C to the Official Statement. Accounting Principles The accounting principles referred to in such Section are generally accepted accounting principles for governmental units as prescribed by the Government Accounting Standards Board from time to time. 82600457.6 C -1 imall 1 DTC LETTER OF REPRESENTATIONS SEE TAB NO. 82600457.6 D -1 REGIONAL WASTEWATER TREATMENT CONTRACT (SOUTHERN WASTEWATER TREATMENT PLANT PROJECT) E -- "w11_13►[6� 82600457.6 E -1 APPROVAL CERTIFICATE SEE TAB NO. 82600457.6 F- I -`: -'b0l() -Creek MUnpm| AU1hVrhv ContractRevenue BDMdS' Series 2018 (Southern Wastewater Treatment Plant Project) Dear Brenda: |9DclOse a8 Exhibit AhJ this letter the agenda item k)h8 utilized in preparing the agenda for the October 23.2018 regular meeting {f the City Council, Thank you for ensuring that this agenda item is posted in accordance with the provisions of the Texas Open Meetings Act. | also enclose @8 Exhibit 8 the suggested motion for this item. | also enclose a draft copy 0f the Resolution for inclusion in the City Council's agenda packets. Please send any comments t8this Resolution to me as eV08 as poS8ih|8 so that it may be finalized. | also enclose the draft copy Of the Cib8|D Creek Municipal Authority's Bond Order for distribution i0 your City Council agenda packets. Lastly, I enclose Exhibit A and Exhibit B in Word format for your convenience. Thank you, in advance, for your prompt attention to this matter, If I can provide any additional assistance concerning this matter, please d0 not hesitate tn contact me. Ver truly you VV. JArr Kuhn WJqcq En8|0nVr8s cc: Mr. Clint -Ellis (Cib[dO Creek -Municipal Authority) Mr. Ryan Madsen kCibV|o Creek Municipal Authority) Mr. Brian James (City ofSchertz.Texas) Mr. James Walters (City 0fSched3.Texas) Mr. Charles Zech(DeDio8. Navarro, R0Cha. Bernal, Hyde &7eCh.P.C.) Mr. Mark MCLiney(SAN1C(} Capital Markets, |no.) Mr. Andrew Friedman /SAMC(l Capital Markets, |MC.\ o��1 wo*von�e ;mu@xmusLLpi°a/mnodoamo�pmrmeompmom,moonu*w^/�*o/Texas , Canada LLP and Norton Rose Norton Rose Fultiright US LLP, Norton Rose Fulorght LILP, Notion Rose Fuldright Australia, Norton Rose Fulbright Futbright South Africa Inc are separate legal entities and all of them are members of Notion Rose Fulbright Verain, a Swiss verein. Norton Rose Fulbright Verein helps coordinate toe activities of the members but does not itself provide legal services to clients, Details of each entity, with certain regulatory information, are available at nortonrosefulbright.com. NORTON on�vx*o��o�n�»",~»��o��~��ovo��x«o October 5,7018 Norton Rose Fu|brightUSULP Via E^&U@O 3VV Convent Street, Suite 2100 San Antonio, Texas 7O2O5'37S2 United States K4S.Brenda Dennis W. e ey K h Jeffrey u n City Secretary Partner City of Schertz Direct line +121027U7131 14�OSCh��ZP8[�vY8y w.jeffrey.kuhn@noFtonrosefulbright.com mjeM/nykuhn��no�on,00r�uibhghix0m Sch8[t7 Texas ' Tel +12102%45575 Fax +121O2707205 "oAnnrnsrk/!Urigkt.com -`: -'b0l() -Creek MUnpm| AU1hVrhv ContractRevenue BDMdS' Series 2018 (Southern Wastewater Treatment Plant Project) Dear Brenda: |9DclOse a8 Exhibit AhJ this letter the agenda item k)h8 utilized in preparing the agenda for the October 23.2018 regular meeting {f the City Council, Thank you for ensuring that this agenda item is posted in accordance with the provisions of the Texas Open Meetings Act. | also enclose @8 Exhibit 8 the suggested motion for this item. | also enclose a draft copy 0f the Resolution for inclusion in the City Council's agenda packets. Please send any comments t8this Resolution to me as eV08 as poS8ih|8 so that it may be finalized. | also enclose the draft copy Of the Cib8|D Creek Municipal Authority's Bond Order for distribution i0 your City Council agenda packets. Lastly, I enclose Exhibit A and Exhibit B in Word format for your convenience. Thank you, in advance, for your prompt attention to this matter, If I can provide any additional assistance concerning this matter, please d0 not hesitate tn contact me. Ver truly you VV. JArr Kuhn WJqcq En8|0nVr8s cc: Mr. Clint -Ellis (Cib[dO Creek -Municipal Authority) Mr. Ryan Madsen kCibV|o Creek Municipal Authority) Mr. Brian James (City ofSchertz.Texas) Mr. James Walters (City 0fSched3.Texas) Mr. Charles Zech(DeDio8. Navarro, R0Cha. Bernal, Hyde &7eCh.P.C.) Mr. Mark MCLiney(SAN1C(} Capital Markets, |no.) Mr. Andrew Friedman /SAMC(l Capital Markets, |MC.\ o��1 wo*von�e ;mu@xmusLLpi°a/mnodoamo�pmrmeompmom,moonu*w^/�*o/Texas , Canada LLP and Norton Rose Norton Rose Fultiright US LLP, Norton Rose Fulorght LILP, Notion Rose Fuldright Australia, Norton Rose Fulbright Futbright South Africa Inc are separate legal entities and all of them are members of Notion Rose Fulbright Verain, a Swiss verein. Norton Rose Fulbright Verein helps coordinate toe activities of the members but does not itself provide legal services to clients, Details of each entity, with certain regulatory information, are available at nortonrosefulbright.com. Ms. Brenda Dennis October 5, 2018 Page 2 Ms. Veronica Alonzo (SAMCO Capital Markets, Inc.) Mr. Tom Spurgeon (McCall, Parkhurst & Horton L.L.P.) Mr. Jay Juarez (McCall, Parkhurst & Horton L.L.P.) Mr. George W. Scofield (Firm) Mr. Clay Binford (Firm) Ms. Stephanie V. Leibe (Firm) Mr. Adam Harden (Firm) Mr. Arnold Cantu III (Firm) Ms. Lauren N. Ferrero (Firm) Mr. John D. Hall (Firm) Mr. Matthew A. Lee (Firm) 73526004.1 A NORTON ROSE FULBRIGHT EXHIBIT A CONSIDERATION AND APPROVAL OF A RESOLUTION APPROVING A BOND ORDER TO BE ADOPTED BY THE BOARD OF DIRECTORS OF THE CIBOLO CREEK MUNICIPAL AUTHORITY AUTHORIZING THE ISSUANCE OF OBLIGATIONS DESIGNATED AS " CIBOLO CREEK MUNICIPAL AUTHORITY CONTRACT REVENUE BONDS, SERIES 2018 (SOUTHERN WASTEWATER TREATMENT PLANT PROJECT)"; ACKNOWLEDGING THAT THESE OBLIGATIONS WILL BE SOLD TO HILLTOP SECURITIES INC., SAN ANTONIO, TEXAS, AS THE AUTHORIZED REPRESENTATIVE OF A GROUP OF UNDERWRITERS PURSUANT TO THE PROVISIONS OF A PURCHASE CONTRACT; APPROVING, RATIFYING, RECONFIRMING, AND READOPTING THE PROVISIONS OF A REGIONAL WASTEWATER TREATMENT CONTRACT; AUTHORIZING THE MAYOR, THE MAYOR PRO TEM, THE CITY MANAGER, AND THE CITY SECRETARY OF THE CITY OF SCHERTZ, TEXAS TO EXECUTE ON BEHALF OF THE CITY OF SCHERTZ, TEXAS ALL DOCUMENTS IN CONNECTION WITH THIS TRANSACTION; AND OTHER MATTERS IN CONNECTION THEREWITH 73526004.1 A- EXHIBIT B I MOVE THAT THE CITY COUNCIL APPROVE A RESOLUTION APPROVING A BOND ORDER TO BE ADOPTED BY THE BOARD OF DIRECTORS OF THE CIBOLO CREEK MUNICIPAL AUTHORITY AUTHORIZING THE ISSUANCE OF BONDS DESIGNATED AS " CIBOLO CREEK MUNICIPAL AUTHORITY CONTRACT REVENUE BONDS, SERIES 2018 (SOUTHERN WASTEWATER TREATMENT PLANT PROJECT)" 73526004.1 B-1 Agenda No. 15 CITY COUNCIL MEMORANDUM City Council Meeting: October 23, 2018 Department: Finance Subject: ORDINANCE NO. 18 -B -36 - CONSIDERATION AND APPROVAL OF AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING THE ISSUANCE OF "CITY OF SCHERTZ, TEXAS GENERAL OBLIGATION AND REFUNDING BONDS, SERIES 2018 ", LEVYING AN ANNUAL AD VALOREM TAX, WITHIN THE LIMITATIONS PRESCRIBED BY LAW, FOR THE PAYMENT OF THE BONDS; PRESCRIBING THE FORM, TERMS, CONDITIONS, AND RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE ISSUANCE, SALE, AND DELIVERY OF THE BONDS, AUTHORIZING THE EXECUTION OF A PAYING AGENT /REGISTRAR AGREEMENT, A PURCHASE AND INVESTMENT LETTER, AND AN ESCROW DEPOSIT LETTER; COMPLYING WITH THE LETTER OF REPRESENTATIONS ON FILE WITH THE DEPOSITORY TRUST COMPANY; AUTHORIZING THE EXECUTION OF ANY NECESSARY ENGAGEMENT AGREEMENTS WITH THE CITY'S FINANCIAL ADVISORS AND /OR BOND COUNSEL; AND PROVIDING AN EFFECTIVE DATE FIRST AND FINAL BACKGROUND: a04FV lU 1 .TO" As previously briefed at the Council's July 10" regular meeting, the City has three outstanding debt obligations outstanding that can be currently refunded beginning November 3, 2018 to create annual debt service savings. The Obligations being considered are the Certificates of Obligation, Series 2007, General Obligation and Refunding Bonds, Series 2009 and General Obligation Refunding Bonds, Series 2010. Savings generated from the refunding of the Certificates of Obligation, Series 2007 will be for the benefit of the City's Utility System since those COs are paid from the Utility Fund, and Series 2008 and 2009 Bonds will benefit the City's general fund since both debts are paid from the levy of the City's I &S tax rate. The City can expect to save roughly $50,000 per year (net of all costs) for 15 years at today's interest rates. Approximately 1/3 of the savings will accrue to the Utility Fund and the I &S Fund will receive 2/3 of the annual savings. Staff and the financial advisors from SAMCO have been monitoring the interest rates since the council briefing on September 25th. During that time interest rates have increased .10- .15%, however SAMCO is still expecting to see savings of the minimum required 3 %. If interest rates were to rise to a point the City will not realize that minimum savings, the recommendation to Council would be to not go through with the sale. Additionally, the City is selling $600,656 in `new money' to be amortized over 15 years from the City's 2015 bond general obligation bond authorization that will go to pay for right -of -way acquisition related to its FM 1518 street improvements. Since the Texas Department of Transportation required to funds before the City to issue the bonds, the City passed resolution 18 -R -94 which allowed the City to make the payment to CCMA out of unrestricted cash and pay itself back once the bonds were issued. If the refunding portion of the sale does not generate the minimum savings required and the sale does not go through, the $600,656 will be issued on its own at a separate date. From June 2011 to January 2018, the City has issued 6 refunding bonds which saved the City a gross of $3,556,836. During that time Schertz Seguin Local Government Corporation has also issued 2 refunding bonds which has further saved the City $1,962,513, for a combined gross savings of $5,519,349. A list of individual refunding bonds and their saving amounts are attached. I 111 xKou 10411101117_1111 [13011 Staff recommends authorizing City Staff and Consultants to accept the low bid as presented and lock in interest rates that generate the savings as described by SAMCO Capital in their presentation to be made at the October 23, 2018 regular meeting of the City Council. MOVE T. ADOPT AN ORDINANCE AUTHORIZING THE ISSUANCE OF "CITY OF SCHERTZ, TEXAS EN :I, OB11GATION AND REFUNDING BONDS, SERIES 2018" ATTACHMENT(S) Ordinance 18 -13-36 DRAFT 9/18/18 ORDINANCE NO. 18 -B -36 AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING THE ISSUANCE OF "CITY OF SCHERTZ, TEXAS GENERAL OBLIGATION AND REFUNDING BONDS, SERIES 2018 ", LEVYING AN ANNUAL AD VALOREM TAX, WITHIN THE LIMITATIONS PRESCRIBED BY LAW, FOR THE PAYMENT OF THE BONDS; PRESCRIBING THE FORM, TERMS, CONDITIONS, AND RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE ISSUANCE, SALE, AND DELIVERY OF THE BONDS; INCLUDING THE APPROVAL AND DISTRIBUTION OF AN OFFICIAL STATEMENT PERTAINING THERETO; AUTHORIZING THE EXECUTION OF A PAYING AGENT /REGISTRAR AGREEMENT, AN OFFICIAL BID FORM, AND AN ESCROW DEPOSIT LETTER; COMPLYING WITH THE LETTER OF REPRESENTATIONS ON FILE WITH THE DEPOSITORY TRUST COMPANY; AUTHORIZING THE EXECUTION OF ANY NECESSARY ENGAGEMENT AGREEMENTS WITH THE CITY'S FINANCIAL ADVISORS AND /OR BOND COUNSEL; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City Council (the City Council) of the City of Schertz, Texas (the City) hereby finds and determines that general obligation and refunding bonds of the City in the total principal amount of $ (the Bonds) should be issued and sold at this time, the proceeds of which will be utilized to provide funds for (i) constructing street, bridge, and sidewalk improvements, all as approved at an election held on November 3, 2015, (ii) refunding a portion of the City's currently outstanding obligations as identified in Schedule I attached hereto for debt service savings, and (iii) paying the costs of issuing the Bonds; and WHEREAS, the City Council hereby finds and determines that general obligation bonds of the City representing an allocation against the hereinafter described voted authorization in the total principal amount of $ (being the principal amount of $ and a portion of the premium of $ ), should be issued and sold at this time, being the third installment of general obligation bonds approved and authorized to be issued at an election held on November 3, 2015, the respective authorized purposes and amounts authorized to be issued therefor, amounts previously issued, amounts being issued pursuant to this ordinance, and amounts remaining to be issued from such voted authorizations subsequent to the date hereof being as follows: 82600885.7 Date Amount Previously Bonds Premium Amount Voted Purpose Authorized Issued Bonds Issued Herein allocated to Voted Unissued Authori 11/03/15 Designing, acquiring, $7,000,000 $2,000,000 constructing, renovating, improving, and equipping City street (primarily FM 1103 and FM 1518), curb, sidewalk, and gutter improvements, demolition, repair, and rebuilding of new and existing streets, completing necessary or incidental utility relocation and drainage in connection with the foregoing and the purchase of land, easements, rights -of -way, and other real property interests necessary therefor or incidental thereto WHEREAS, the City has heretofore issued, sold, and delivered, and there are currently outstanding obligations in the aggregate original principal amount of $8,270,000, being the obligations set forth on Schedule I hereto which is incorporated by reference for all purposes to this ordinance (the Refunded Obligations); and WHEREAS, a portion of the proceeds of the Bonds in the principal amount of $ will be utilized to provide for the (i) refunding of the Refunded Obligations and (ii) payment of the costs of issuance of the general obligation refunding bonds; and WHEREAS, pursuant to the provisions of Chapter 1207, as amended, Texas Government Code (the Act), the City Council is authorized to issue refunding bonds and deposit the proceeds of sale under an escrow agreement to provide for the payment of the Refunded Obligations, and such deposit, when made in accordance with the Act, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Obligations; and WHEREAS, the Act permits that the deposit of the proceeds from the sale of the refunding bonds be deposited directly with any designated escrow agent which is not the depository bank of the City; and WHEREAS, when firm banking arrangements have been made for the payment of principal of and interest to the stated maturity or redemption dates of the Refunded Obligations, then the Refunded Obligations shall no longer be regarded as outstanding except for the purpose of receiving payment from the funds provided for such purpose and may not be included in or considered to be an indebtedness of the City for the purpose of a limitation on outstanding indebtedness or taxation or for any other purpose; and WHEREAS, JPMorgan Chase currently serves as the paying agent for the Series 2007 Refunded Obligations and Wells Fargo Bank National Association Minneapolis, Minnesota, (as successor in interest to Wells Fargo Bank National Association, Austin, Texas) currently serves 82600885.7 -2- as paying agent for the Series 2009 Refunded Obligations and the Series 2010 Refunded Obligations. WHEREAS, UMB Bank, N.A., Austin, Texas (which is not the depository bank of the City) is hereby appointed as the Paying Agent /Registrar (hereinafter defined) and Escrow Agent (hereinafter defined) for the Bonds; and WHEREAS, the City Council also hereby finds and determines that the Refunded Obligations are scheduled to mature or are subject to being redeemed, not more than twenty (20) years from the date of the refunding bonds herein authorized and being issued to realize debt service savings, and such refunding will result in a net present value benefit of $ and a gross savings of $ , including the City's cash contribution of $ ; and WHEREAS, the City Council hereby finds and determines that the issuance of the general obligation and refunding bonds herein described is in the best interests of the residents of the City, now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS SECTION l: Authorization - Designation - Principal Amount - Purpose. General obligation and refunding bonds of the City shall be and are hereby authorized to be issued in the aggregate principal amount of AND NO /100 DOLLARS ($ ), to be designated and bear the title of "CITY OF SCHERTZ, TEXAS GENERAL OBLIGATION AND REFUNDING BONDS, SERIES 2018" (the Bonds), for the purpose of providing funds for (i) constructing street, bridge, and sidewalk improvements, (ii) refunding a portion of the City's currently outstanding obligations as identified in Schedule I attached hereto (and as described herein as the Refunded Obligations) for debt service savings, and (iii) paying the costs of issuing the Bonds, all in conformity with the laws of the State of Texas, particularly Chapters 1207, 1251, and 1.331, Texas Government Code, Chapter 331, as amended, Texas Local Government Code, an election held in the City on November 3, 2015, this ordinance adopted by the City Council on October 23, 2018 . (the Ordinance), and the City's Home Rule Charter. SECTION 2: Fully Registered Obligations - Authorized Denominations - Stated Maturities - Interest :Rates — Dated Date. The Bonds shall be issued as fully registered obligations, without coupons, shall be dated October 15, 2018 (the Dated Date), shall be issued in denominations of $5,000 or any integral multiple thereof (within a Stated Maturity), and the Bonds shall be lettered "R" and numbered consecutively from One (1) upward and principal shall become due and payable on February 1 in each of the years and in principal amounts (the Stated Maturities) and bear interest on the unpaid principal amounts from the Dated Date (hereinafter defined), or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity, while Outstanding (hereinafter defined), at the per annum rates in accordance with the following schedule: 82600885.7 -3- Years of Stated Maturity 2018 2019 2020 2021. 2022 2023 2024 2025 2026 2027 2028 Principal Amounts ($) Interest Rates The Bonds shall bear interest on the unpaid principal amounts from the Dated Date, or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, to Stated Maturity or prior redemption, while Outstanding, at the rates per annum shown in the above schedule (calculated on the basis of a 360 -day year of twelve 30 -day months). Interest on the Bonds shall be payable on February 1 and August 1 in each year (each, an Interest Payment Date), commencing February 1, 2019 while the Bonds are Outstanding. SECTION 3: Payment of Bonds - Pang A end ig strar. The principal of, premium, if any, and the interest on the Bonds, due and payable, without exchange or collection charges to the Holder (as hereinafter defined), appearing on the registration and transfer books maintained by the Paying Agent /Registrar (hereinafter defined) by reason of Stated Maturity, redemption, or otherwise, shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and such payment of principal of, premium, if any, and interest on the Bonds shall be without exchange or collection charges to the Holder (as hereinafter defined) of the Bonds. The selection and appointment of UMB Bank, N.A., Austin, Texas, to serve as the initial Paying Agent /Registrar (the Paying Agent /Registrar) for the Bonds is hereby approved and confirmed, and the City agrees and covenants to cause to be kept and maintained at the corporate trust office of the Paying Agent /Registrar books and records (the Security Register) for the registration, payment, and transfer of the Bonds, all as provided herein, in accordance with the terms and provisions of a Paying Agent /Registrar Agreement, attached hereto, in substantially final form, as Exhibit A, and such reasonable rules and regulations as the Paying Agent/Registrar and the City may prescribe. The City covenants to maintain and provide a Paying Agent /Registrar at all times while the Bonds are Outstanding, and any successor Paying Agent /Registrar shall be (i) a national or state banking institution or (ii) an association or a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers. Such Paying Agent /Registrar shall be subject to supervision or examination by federal or state authority and authorized by law to serve as a Paying Agent /Registrar. 82600885.7 -4- The City reserves the right to appoint a successor Paying Agent /:Registrar upon providing the previous Paying Agent /Registrar with a certified copy of a resolution or ordinance terminating such agency. Additionally, the City agrees to promptly cause a written notice of this substitution to be sent to each Holder of the Bonds by United States mail, first -class postage prepaid, which notice shall also give the address of the corporate office of the successor Paying Agent /Registrar. Principal of, premium, if any, and interest on the Bonds, due and payable by reason of Stated Maturity, redemption, or otherwise, shall be payable only to the registered owner of the Bonds appearing on the Security Register (the Holder or Holders) maintained on behalf of the City by the Paying Agent /Registrar as hereinafter provided (i) on the Record Date (hereinafter defined) for purposes of payment of interest on the Bonds, (ii) on the date of surrender of the Bonds for purposes of receiving payment of principal thereof at the Bonds' Stated Maturity or upon redemption of the Bonds, and (iii) on any other date for any other purpose. The City and the Paying Agent /Registrar, and any agent of either, shall treat the Holder as the owner of a Bond for purposes of receiving payment and all other purposes whatsoever, and neither the City nor the Paying Agent /Registrar, or any agent of either, shall be affected by notice to the contrary. Principal of and premium, if any, on the Bonds shall be payable only upon presentation . and surrender of the Bonds to the Paying Agent /Registrar at its corporate trust office. Interest on the Bonds shall be paid to the Holder whose name appears in the Security Register at the close of business on the fifteenth day of the month next preceding an Interest Payment Date for the Bonds (the Record Date) and shall be paid (i) by check sent on or prior to the appropriate date of payment by United States mail, first -class postage prepaid, by the Paying Agent /Registrar, to the address of the Holder appearing in the Security Register or (ii) by such other method, acceptable to the Paying Agent /Registrar, requested in writing by the Holder at the Holder's risk and expense. If the date for the payment of the principal of, premium, if any, or interest on the Bonds shall be a Saturday, a Sunday, a legal holiday, or a day on which banking institutions in the city where the corporate trust office of the Paying Agent /Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a day. The payment on such date shall have the same force and effect as if made on the original date any such payment on the Bonds was due. In the event of a non - payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent /Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the Special Payment Date - which shall be fifteen (15) days after the Special. Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first -class postage prepaid, to the address of each Holder of a Bond appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. 82600885.7 -5- SECTION 4: Redemption. A. Mandatory Redemption of Term Bonds. The Bonds stated to mature on February 1, 20_ are referred to herein as the "Term Bonds ". The Term Bonds are subject to mandatory sinking fund redemption prior to their stated maturities from money required to be deposited in the Bond Fund for such purpose and shall be redeemed in part, by lot or other customary method, at the principal amount thereof plus accrued interest to the date of redemption in the following principal amounts on February 1 in each of the years as set forth below: Term Bonds Stated to Mature on February 1, 20 Principal. Year Amount ( ) *Payable at Stated Maturity The principal amount of a Term Bond required to be redeemed pursuant to the operation of such mandatory redemption provisions shall be reduced, at the option of the City, by the principal amount of any Term Bonds of such Stated Maturity which, at least 50 days prior to the mandatory redemption date (1) shall have been defeased or acquired by the City and delivered to the Paying Agent /Registrar for cancellation, (2) shall have been purchased and canceled by the Paying Agent /Registrar at the request of the City with money in the Bond Fund, or (3) shall have been redeemed pursuant to the optional redemption provisions set forth below and not theretofore credited against a mandatory redemption requirement. B. Optional Redemption of Bonds. The Bonds having Stated Maturities on and after February 1, 2029 shall be subject to redemption prior to Stated Maturity at the option of the City, on February 1, 2028, or on any date thereafter, as a whole or in part, in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by the Paying Agent /Registrar), at the redemption price of par plus accrued interest to the date of redemption. C. Exercise of Redemption. Option. At least forty -five (45) days prior to a date set for the redemption of the Bonds (unless a shorter notification period shall be satisfactory to the Paying Agent/Registrar), the City shall notify the Paying Agent/Registrar of its decision to exercise the right to redeem the Bonds, the principal amount of each Stated Maturity to be 82600885.7 -6- redeemed, and the date set for the redemption thereof. The decision of the City to exercise the right to redeem the Bonds shall be entered in the minutes of the governing body of the City. D. Selection of Bonds for Redemption. If less than all Outstanding Bonds of the same Stated Maturity are to be redeemed on a redemption date, the Paying Agent /Registrar shall select at random and by lot the Bonds to be redeemed, provided that if less than the entire principal amount of a Bond is to be redeemed, the Paying Agent /Registrar shall treat such Bond then subject to redemption as representing the number of Bonds Outstanding which is obtained by dividing the principal amount of such Bond by $5,000. E. Notice of Redemption. Not less than thirty (30) days prior to a redemption date for the Bonds, the Paying Agent /Registrar shall cause a notice of redemption to be sent by United States mail, first -class postage prepaid, in the name of the City and at the City's expense, by the Paying Agent /Registrar to each Holder of a Bond to be redeemed, in whole or in part, at the address of the Holder appearing on the Security :Register at the close of business on the business day next preceding the date of mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. This notice may also be published once in a financial publication, journal, or reporter of general circulation among securities dealers in the City of New York, New York (including, but not limited to, The Bond Buyer and The Wall Street Journal), or in the State of Texas (including, but not limited to, The Texas Bond Reporter). All notices of redemption shall (i) specify the date of redemption for the Bonds, (ii) identify the Bonds to be redeemed and, in the case of a portion of the principal amount to be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state that the Bonds, or the portion of the principal amount thereof to be redeemed, shall become due and payable on the redemption date specified, and the interest thereon, or on the portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the redemption date, and (v) specify that payment of the redemption price for the Bonds, or the principal amount thereof to be redeemed, shall be made at the corporate trust office of the Paying Agent/Registrar only upon presentation and surrender thereof by the Holder. If a Bond is subject by its terms to redemption and has been called for redemption and notice of redemption thereof has been duly given or waived as hereinabove provided, such Bond (or the principal amount thereof to be redeemed) so called for redemption shall become due and payable, and if money sufficient for the payment of such Bonds (or of the principal amount thereof to be redeemed) at the then applicable redemption price is held for the purpose of such payment by the Paying Agent /Registrar, then on the redemption date designated in such notice, interest on the Bonds (or the principal amount thereof to be redeemed) called for redemption shall cease to accrue, and such Bonds shall not be deemed to be Outstanding in accordance with the provisions of this Ordinance. F. Transfer /Exchange of Bonds. Neither the City nor the Paying Agent /Registrar shall be required (i) to transfer or exchange any Bond during a period beginning forty -five (45) days prior to the date fixed for redemption of the Bonds or (ii) to transfer or exchange any Bond selected for redemption; provided, however, such limitation of transfer shall not be applicable to 82600885.7 -7- an exchange by the Holder of the unredeemed balance of a Bond which is subject to redemption in part. SECTION 5: Execution - Registration. The Bonds shall be executed on behalf of the City by its Mayor or Mayor Pro Tem under the seal of the City reproduced or impressed thereon and attested by its City Secretary. The signature of any of said officers on the Bonds may be manual or facsimile. Bonds bearing the manual or facsimile signatures of individuals who were, at the time of the Dated Date, the proper officers of the City shall bind the City, notwithstanding that such individuals or either of them shall cease to hold such offices prior to the delivery of the Bonds to the Purchasers (hereinafter defined), all as authorized and provided in Chapter 1201, as amended, Texas Government Code. No Bond shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Bond either a certificate of registration substantially in the form provided in Section 8C, executed by the Comptroller of Public Accounts of the State of Texas or his duly authorized agent by manual signature, or a certificate of registration substantially in the form provided in Section 8D, executed by the Paying Agent /Registrar by manual signature, and either such certificate upon any Bond shall be conclusive evidence, and the only evidence, that such Bond has been duly certified or registered and delivered. SECTION 6: Registration - Transfer - Exchange of Bonds - Predecessor Bonds. A Security Register relating to the registration, payment, transfer, or exchange of the Bonds shall at all times be kept and maintained by the City at the corporate trust office of the Paying Agent /Registrar and the Paying Agent /Registrar shall obtain, record, and maintain in the Security Register the name and address of every owner of the Bonds, or, if appropriate, the nominee thereof. Any Bond may, in accordance with its terms and the terms hereof, be transferred or exchanged for Bonds of other authorized denominations upon the Security :Register by the Holder, in person or by his duly authorized agent, upon surrender of such Bond to the Paying Agent /Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent /Registrar. Upon surrender for transfer of any Bond at the corporate trust office of the Paying Agent /Registrar, the City shall execute and the Paying Agent /Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Bonds executed on behalf of, and furnished by, the City of authorized denominations and having the same Stated Maturity and of a like interest rate and aggregate principal amount as the Bond or Bonds surrendered for transfer. At the option of the Holder, Bonds may be exchanged for other Bonds of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Bonds surrendered for exchange upon surrender of the Bonds to be exchanged at the corporate trust office of the Paying Agent/Registrar. Whenever any Bonds are so surrendered for exchange, the City shall execute, and the Paying Agent /Registrar shall register and deliver new Bonds executed on behalf of, and furnished by, the City to the Holder requesting the exchange. 82600885.7 -8- All Bonds issued upon any transfer or exchange of Bonds shall be delivered at the corporate trust office of the Paying Agent /Registrar, or be sent by United States registered mail to the Holder at his request, risk, and expense, and upon the delivery thereof, the same shall be the valid and binding obligations of the City, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Bonds surrendered upon such transfer or exchange. All transfers or exchanges of Bonds pursuant to this Section shall be made without expense or service charge to the Holder, except as otherwise herein provided, and except that the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any fee, tax or other governmental charges required to be paid with respect to such transfer or exchange. Bonds canceled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be Predecessor Bonds, evidencing all or a portion, as the case may be, of the same debt evidenced by the new Bond or Bonds registered and delivered in the exchange or transfer therefor. Additionally, the term Predecessor Bonds shall include any Bond registered and delivered pursuant to Section 17 in lieu of a mutilated, lost, destroyed, or stolen Bond which shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Bond. SECTION 7: Initial Bonds. The Bonds herein authorized shall be initially issued as a single fully registered Bond in the aggregate principal amount of $ with principal installments to become due and payable as provided in Section 2 hereof and numbered T -1 (the Initial Bonds), and the Initial. Bonds shall be registered in the name of the Purchasers or the designee thereof. The Initial Bonds shall be the Bonds submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the Purchasers. Any time after the delivery of the Initial. Bonds, the Paying Agent /Registrar, pursuant to written . instructions from the Purchasers, or the designee thereof, shall cancel the Initial Bonds delivered hereunder and exchange therefor definitive Bonds of like kind and of authorized denominations, Stated Maturities, principal amounts bearing applicable interest rates, and shall be lettered "R" and numbered consecutively from one (1) upward for transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to and in accordance with and pursuant to such written instructions from the Purchasers, or the designee thereof, and such other information and documentation as the Paying Agent /Registrar may reasonably require. SECTION 8: Forms. A. Forms Generally. The Bonds, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar, and the form of Assignment to be printed on each of the Bonds shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters, numbers, or other marks of identification (including insurance legends in the event the Bonds, or any Stated Maturities thereof, are insured and any reproduction of an opinion of Bond Counsel and identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including 82600885.7 -9- insurance legends and any reproduction of an opinion of Bond Counsel (hereinafter referenced)) thereon as may, consistent herewith, be established by the City or determined by the officers executing the Bonds as evidenced by their execution thereof. Any portion of the text of any Bond may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Bond. The definitive Bonds shall be printed, lithographed, or engraved, produced by any combination of these methods, or produced in any other similar manner, all as determined by the officers executing the Bonds as evidenced by their execution thereof, but the Initial Bond(s) submitted to the Attorney General of the State of Texas may be typewritten or photocopied or otherwise reproduced. B. Form of Definitive Bond. Me �' I United States of America State of Texas REGISTERED PRINCIPAL AMOUNT Counties of Bexar, Coma] and Guadalupe CITY OF SCHERTZ, TEXAS GENERAL OBLIGATION AND REFUNDING BONDS, SERIES 2018 Dated Date October 1.5, 2015 REGISTERED OWNER: Interest Rate: Stated Maturity: CUSIP NO: The City of Schertz, Texas (the City), a body corporate and a municipal corporation located in the Counties of Bexar, Comal, and Guadalupe, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner specified above (the Holder), or the registered assigns thereof, on the Stated Maturity date specified above, the Principal Amount specified above (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid :Principal. Amount hereof from the Dated Date or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for until such Principal Amount has become due and payment thereof has been made or duly provided for, to the earlier of redemption or Stated Maturity, while Outstanding, at the per annum rate of interest specified above computed on the basis of a 360 -day year of twelve 30 -day months; such interest being payable on February 1 and August 1 in each year (each, an Interest Payment Date), commencing February 1, 2019 Principal and premium, if any, on this Bond shall be payable to the Registered Owner hereof (the Holder), upon presentation and surrender, at the corporate trust office of the Paying 82600885.7 -10- Agent /:Registrar executing the registration certificate appearing hereon or a successor thereof. Interest shall be payable to the Holder of this Bond (or one or more Predecessor Bonds, as defined in the Ordinance hereinafter referenced) whose name appears on the Security Register maintained by the Paying Agent /Registrar at the close of business on the Record Date, which is the fifteenth day of the month next preceding each Interest Payment Date. All payments of principal of, premium, if any, and interest on this Bond shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent /Registrar by check sent on or prior to the appropriate date of payment by United States mail, first -class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent /Registrar, requested by the Holder hereof at the Holder's risk and expense. This Bond is one of the series specified in its title issued in the aggregate principal amount of $ (the Bonds) pursuant to an ordinance adopted by the governing body of the City (the Ordinance), for the purpose of providing funds for (i) financing street, bridge, and sidewalk improvements, (ii) refunding a portion of the City's currently outstanding obligations as identified in Schedule I attached hereto (and as described herein as the Refunded Obligations) for debt service savings, and (iii) paying the costs of issuing the Bonds, all in conformity with the laws of the State of Texas, particularly Chapters 1207, 1251, and 1331, Texas Government Code, Chapter 331, as amended, Texas Local Government Code, an election held in the City on November 3, 2015, . an ordinance adopted by the City Council on October 23, 2018 (the Ordinance), and the City's Home Rule Charter. The Bonds stated to mature on February 1, 20 are referred to herein as the "Term Bonds ". The Term Bonds are subject to mandatory sinking fund redemption prior to their stated maturities from money required to be deposited in the Bond Fund for such purpose and shall be redeemed in part, by lot or other customary method, at the principal amount thereof plus accrued interest to the date of redemption in the following principal amounts on February 1 in each of the years as set forth below: Term Bonds Stated to Mature on February 1, 20 Principal Year Amount ($) *Payable at Stated Maturity. 82600885.7 -11- The principal amount of a Term Bond required to be redeemed pursuant to the operation of such mandatory redemption provisions shall be reduced, at the option of the City, by the principal amount of any Term Bonds of such Stated Maturity which, at least 50 days prior to the mandatory redemption date (1) shall have been defeased or acquired by the City and delivered to the Paying Agent /Registrar for cancellation, (2) shall have been purchased and canceled by the Paying Agent /Registrar at the request of the City with money in the Bond Fund (and not the Reserve Fund), or (3) shall have been redeemed pursuant to the optional redemption provisions set forth below and not theretofore credited against a mandatory redemption requirement. As specified in the Ordinance, the Bonds stated to mature on and after February 1, 2029 may be redeemed prior to their Stated Maturities at the option of the City, on February 1, 2028, or on any date thereafter, in whole or in part in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by the Paying Agent /Registrar) at the redemption price of par plus accrued interest to the date of redemption; provided, however, that at least and upon thirty (30) days prior written notice shall be sent to the Holder of the Bonds to be redeemed by United States mail, first -class postage prepaid, and subject to the terms and provisions relating thereto contained in the Ordinance. If this Bond is subject to redemption prior to Stated Maturity and is in a denomination in excess of $5,000, portions of the principal sum hereof in installments of $5,000 or any integral multiple thereof may be redeemed, and, if less than all of the principal sum hereof is to be redeemed, there shall be issued, without charge therefor, to the Holder hereof, upon the surrender of this Bond to the Paying Agent /Registrar at its corporate trust office, a new Bond or Bonds of like Stated Maturity and interest rate in any authorized denominations provided in the Ordinance for the then unredeemed balance of the principal sum hereof. If this Bond (or any portion of the principal sum hereof) shall have been duly called for redemption and notice of such redemption has been duly given, then upon such redemption date this Bond (or the portion of the principal sum hereof to be redeemed) shall become due and payable, and, if money for the payment of the redemption price and the interest accrued on the principal amount to be redeemed to the date of redemption is held for the purpose of such payment by the Paying Agent /Registrar, interest shall cease to accrue and be payable hereon from and after the redemption date on the principal amount hereof to be redeemed. If this Bond is called for redemption, in whole or in part, the City or the Paying Agent /Registrar shall not be required to issue, transfer, or exchange this Bond within forty -five (45) days of the date fixed for redemption; provided, however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance hereof in the event of its redemption in part. The Bonds of this series are payable from the proceeds of an annual ad valorem tax levied, within the limitations prescribed by law, upon all taxable property within the Issuer. Reference is hereby made to the Ordinance, a copy of which is on file in the corporate trust office of the Paying Agent /Registrar, and to all of the provisions of which the Holder by his acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the tax levied for the payment of the Bonds; the terms and conditions relating to the transfer or exchange of this Bonds; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holders; the rights, duties, and obligations of the City and the Paying Agent /Registrar; the terms and provisions upon which this Bond may be 82600885.7 -12- redeemed or discharged at or prior to the Stated Maturity thereof, and deemed to be no longer Outstanding thereunder; and for the other terms and provisions specified in the Ordinance. Capitalized terms used herein have the same meanings assigned in the Ordinance. This Bond, subject to certain limitations contained in the Ordinance, may be transferred on the Security Register upon presentation and surrender of this :Bond for transfer at the corporate trust office of the Paying Agent /Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by the Holder hereof, or his duly authorized agent, and thereupon one or more new fully registered Bonds of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the same aggregate principal amount will be issued to the designated transferee or transferees. The City and the Paying Agent /Registrar, and any agent of either, shall treat the Holder hereof whose name appears on the Security Register (i) on the Record Date as the owner hereof for purposes of receiving payment of interest hereon, (ii) on the date of surrender of this Bond as the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity or its redemption, in whole or in part, and (iii) on any other date as the owner hereof for all other purposes, and neither the City nor the Paying Agent/Registrar, or any such agent of either, shall be affected by notice to the contrary. In the event of a non - payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent /Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special. Record Date and of the scheduled payment date of the past due interest (the Special Payment Date — which shall be fifteen (1.5) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first -class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, covenanted, and represented that all acts, conditions, and things required to be performed, exist, and be done precedent to or in the issuance of this Bond in order to render the same a legal, valid, and binding obligation of the City have been performed, exist, and have been done, in regular and due time, form, and manner, as required by the laws of the State of Texas and the Ordinance, and that the issuance of the Bonds does not exceed any constitutional or statutory limitation; and that due provision has been made for the payment of the principal of, premium if any, and interest on the Bonds by the levy of a tax as aforestated. In case any provision in this Bond or any application thereof shall be deemed invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions and applications shall not in any way be affected or impaired thereby. The terms and provisions of this :Bond and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. [The remainder of this page intentionally left blank.] 82600885.7 -13- IN WITNESS WHEREOF, the City has caused this Bond to be duly executed under its official seal. City Secretary (CITY SEAL) CITY OF SCHERTZ, TEXAS Mayor [The remainder of this page intentionally left blank.] 82600885.7 -14- C. *Form of Registration Certificate of Comptroller of Public Accounts to Appear on Initial Bonds Onlv. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF § PUBLIC ACCOUNTS § § REGISTER NO. THE STATE OF TEXAS § I HEREBY CERTIFY that this Bond has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this (SEAL) * Note to Printer: Not to appear on printed Bonds Only. Comptroller of Public Accounts of the State of Texas D. Form of Certificate of Paying Agent /Registrar to Appear on Definitive Bonds REGISTRATION CERTIFICATE OF PAYING AGENT /REGISTRAR This Bond has been duly issued under the provisions of the within - mentioned Ordinance; the Bond or Bonds of the above - entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. Registered this date: 82600885.7 -15- UMB Bank N.A., Austin, Texas as Paying Agent /Registrar Authorized Signature E. Form of Assignment. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or typewrite name, address, and zip code of transferee): (Social Security or other identifying number): the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. DATED: Signature guaranteed: NOTICE: The signature on this assignment must correspond with the name of the registered owner as it appears on the face of the within Bond in every particular. [The remainder of this page intentionally left blank.] 82600885.7 -16- F. The Initial Bonds shall be in the respective forms set forth in paragraph B of this Section, except that the form of a single fully registered Initial Bond shall be modified as follows: (i) immediately under the name of the Bond(s) the headings "Interest Rate" and "Stated Maturity" shall both be completed "as shown below"; (ii) the first two paragraphs shall read as follows: Registered Owner: Principal Amount: The City of Schertz, Texas (the City), a body corporate and municipal corporation located in the Counties of Bexar, Comal, and Guadalupe, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above (the Holder), or the registered assigns thereof, the Principal Amount specified above stated to mature on the first day of February in each of the years and in principal amounts and bearing interest at per annum rates in accordance with the following schedule: Years of Principal Interest Stated Maturity Amounts ($) Rates (Information to be inserted from schedule in Section 2 hereof). (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid Principal Amount hereof from the Dated Date, or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, until the Principal Amount has become due and payment thereof has been made or duly provided for, to the earlier of redemption or Stated Maturity, while Outstanding, at the per annum rates of interest specified above computed on the basis of a 360 -day year of twelve 30 -day months; such interest being payable on February 1 and August 1 of each year (each, an Interest Payment Date), commencing February 1, 2019. Principal of this Bond shall be payable to the Registered Owner hereof, upon its presentation and surrender to Stated Maturity or prior redemption, while Outstanding, at the corporate trust office of UMB Bank N.A., (the Paying Agent /Registrar). Interest shall be payable to the Holder of this Bond whose name appears on the Security Register maintained by the Paying Agent /Registrar at the close of business on the Record Date, which is the fifteenth day of the month next preceding each Interest Payment Date. All payments of principal of, premium, if any, and interest on this Bond shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent /Registrar by check sent on or prior to the appropriate date of payment by United States mail, first -class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent /Registrar, requested by, and at the risk and expense of, the Holder hereof. 82600885.7 -17- G. Insurance Legend. If bond insurance is obtained by the City or the Purchasers for the Bonds, the Definitive Bonds and the Initial Bonds shall bear an appropriate legend as provided by the bond insurer to appear under the following header: [BOND INSURANCE] SECTION 9: Definitions. For all purposes of this Ordinance (as defined below), except as otherwise expressly provided or unless the context otherwise requires: (i) the terms defined in this Section have the meanings assigned to them in this Section, and certain terms used in Sections 21 and 39 of this Ordinance have the meanings assigned to them in such Sections, and all such terms include the plural as well as the singular; (ii) all references in this Ordinance to designated "Sections" and other subdivisions are to the designated Sections and other subdivisions of this Ordinance as originally adopted; and (iii) the words "herein ", "hereof ", and "hereunder" and other words of similar import refer to this Ordinance as a whole and not to any particular Section or other subdivision. A. The term Authorized Officials shall mean the Mayor, Mayor Pro Tem, the City Manager, the Director of Finance, and /or the City Secretary. B. The term Bond Fund shall mean the special fund created and established by the provisions of Section 10 of this Ordinance. C. The term Bonds shall mean the $ "CITY OF SCHERTZ, TEXAS GENERAL OBLIGATION AND REFUNDING BONDS, SERIES 2018" authorized by this Ordinance. D. The term City shall mean City of Schertz, located in the Counties of Bexar, Comal, and Guadalupe, Texas and, where appropriate, the City Council of the City. E. The term Closing Date shall mean the date of physical delivery of the Initial Bonds in exchange for the payment in full by the Purchasers. F. The term Debt Service Requirements shall mean, as of any particular date of computation, with respect to any obligations and with respect to any period, the aggregate of the amounts to be paid or set aside by the City as of such date or in such period for the payment of the principal of, premium, if any, and interest (to the extent not capitalized) on such obligations; assuming, in the case of obligations without a fixed numerical rate, that such obligations bear interest at the maximum rate permitted by the terms thereof and further assuming in the case of obligations required to be redeemed or prepaid as to principal prior to Stated Maturity, the principal amounts thereof will be redeemed prior to Stated Maturity in accordance with the mandatory redemption provisions applicable thereto. G. The term Depository shall mean an official depository bank of the City. H. The term Government Securities, as used herein, shall mean (i) direct noncallable obligations of the United States, 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 82600885.7 -18- 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; (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, or (iv) any additional securities and obligations hereafter authorized by the laws of the State of Texas as eligible for use to accomplish the discharge of obligations such as the Bonds. 1. The term Molder or Molders shall mean the registered owner, whose name appears in the Security Register, for any Bond. J. The term Interest Payment Date shall mean the date interest is payable on the Bonds, being February 1 and August 1 of each year, commencing February 1, 2019, while any of the Bonds remain Outstanding. K. The term Ordinance shall mean this ordinance adopted by the City Council of the City on October 23, 2018. . L. The term Outstanding when used in this Ordinance with respect to Bonds shall mean, as of the date of determination, all Bonds issued and delivered under this Ordinance, except: (1) those Bonds canceled by the Paying Agent/Registrar or delivered to the Paying Agent /Registrar for cancellation; (2) those Bonds for which payment has been duly provided by the City in accordance with the provisions of Section 23 of this Ordinance; and (3) those Bonds that have been mutilated, destroyed, lost, or stolen and replacement Bonds have been registered and delivered in lieu thereof as provided in Section 17 of this Ordinance. M. The term Purchasers shall mean the initial purchasers of the Bonds named in Section 18 of this Ordinance. N. The term Stated Maturity shall mean the annual principal payments of the Bonds payable on February 1 of each year the Bonds are Outstanding, as set forth in Section 2 of this Ordinance. SECTION 10: Bond Fund — Investments. For the purpose of paying the interest on and to provide a sinking fund for the payment, redemption and retirement of the Bonds, there shall be and is hereby created a special fund to be designated "CITY OF SCHERTZ, TEXAS GENERAL OBLIGATION AND REFUNDING BONDS, SERIES 2018 INTEREST AND SINKING FUND" (the Bond Fund), which fund shall be kept and maintained at the Depository, and money deposited in such fund shall be used for no other purpose and shall be maintained as provided in 82600885.7 -19- Section 21. Authorized Officials of the City are hereby authorized and directed to make withdrawals from the Bond Fund sufficient to pay the principal of, premium, if any, and interest on the Bonds as the same become due and payable, or the purchase price thereof, and shall cause to be transferred to the Paying Agent /Registrar from money on deposit in the Bond Fund an amount sufficient to pay the amount of principal and/or interest stated to mature on the Bonds, such transfer of funds to the Paying Agent /Registrar to be made in such manner as will cause immediately available funds to be deposited with the Paying Agent/Registrar on or before the business day next preceding each interest and principal payment date for the Bonds. Pending the transfer of funds to the Paying Agent /Registrar, money deposited in any fund created and established pursuant to the provisions of this Ordinance, at the option of the City, may be placed in time deposits, certificates of deposit, guaranteed investment contracts, or similar contractual agreements as permitted by the provisions of the Public Funds Investment Act, as amended, Chapter 2256, Texas Government Code, secured (to the extent not insured by the Federal Deposit Insurance Corporation) by obligations of the type hereinafter described, or be invested, as authorized by any law, including investments held in book -entry form, in securities including, but not limited to, direct obligations of the United States of America, obligations guaranteed or insured by the United States of America, which, in the opinion of the Attorney General of the United States, are backed by its full faith and credit or represent its general obligations, or invested in indirect obligations of the United States of America, including, but not limited to, evidences of indebtedness issued, insured or guaranteed by such governmental agencies as the Federal Land Banks, Federal Intermediate Credit Banks, Banks for Cooperatives, Federal Home Loan Banks, Government National Mortgage Association, Farmers Home Administration, Federal Home Loan Mortgage Association, Small Business Administration, or Federal Housing Association; provided that all such deposits and investments shall be made in such a manner that the money required to be expended from such fund will be available at the proper time or times. All interest and income derived from deposits and investments in any fund established pursuant to the provisions of this Ordinance shall be credited to, and any losses debited to, such fund. All such investments shall be sold promptly when necessary to prevent any default in connection with the :Bonds. SECTION 11: Tax Levy. To provide for the payment of the Debt Service Requirements on the Bonds being (i) the interest on the Bonds and (ii) a sinking fund for their redemption at Stated Maturity or a sinking fund of 2% (whichever amount shall be the greater), there shall be and there is hereby levied for the current year and each succeeding year thereafter while the Bonds or any interest thereon shall remain Outstanding, a sufficient tax, within the limitations prescribed by law, on each one hundred dollars' valuation of taxable property in the City, adequate to pay such Debt Service Requirements, full allowance being made for delinquencies and costs of collection; said tax shall be assessed and collected each year and applied to the payment of the Debt Service Requirements, and the same shall not be diverted to any other purpose. The taxes so levied and collected shall be paid into the Bond Fund and are thereafter pledged to the payment of the Bonds. The City Council hereby declares its purpose and intent to provide and levy a tax legally and fully sufficient to pay such Debt Service Requirements, 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 in consideration of all other outstanding indebtedness and other obligations of the City. 82600885.7 -20- SECTION 12: Deposits to Bond Fund — Surplus Bond Proceeds. The City hereby covenants and agrees to cause to be deposited in the Bond Fund prior to a principal and interest payment date for the Bonds, from the annual levy of an ad valorem tax or from other lawfully available funds, amounts sufficient to fully pay and discharge promptly each installment of interest and principal of the Bonds as the same accrues or matures or comes due by reason of Stated Maturity. Accrued interest received from the Purchasers of the Bonds, along with any taxes collected pertaining to the Refunded Obligations, after the Closing Date, shall be deposited to the Bond Fund. In addition, any surplus proceeds from the sale of the Bonds, including investment income thereon, not expended for authorized purposes shall be deposited in the Bond Fund, and such amounts so deposited shall reduce the sums otherwise required to be deposited in said fund from ad valorem taxes. SECTION 13: Security of Funds. All money on deposit in the funds for which this Ordinance makes provision (except any portion thereof as may be at any time properly invested as provided herein) shall be secured in the manner and to the fullest extent required by the laws of the State of Texas for the security of public funds, and money on deposit in such funds shall be used only for the purposes permitted by this Ordinance. SECTION 14: Remedies in Event of Default. In addition to all the rights and remedies provided by the laws of the State of Texas, the City covenants and agrees particularly that in the event the City (a) defaults in the payments to be made to the Bond Fund or (b) defaults in the observance or performance of any other of the covenants, conditions, or obligations set forth in this Ordinance, the Holders of any of the Bonds shall be entitled to seek a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the City Council of the City and other officers of the City to observe and perform any covenant, condition, or obligation prescribed in this Ordinance. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. The specific remedies herein provided shall be cumulative of all other existing remedies and the specification of such remedies shall not be deemed to be exclusive. SECTION 15: Notices to Holders — Waiver. Wherever this Ordinance provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein . expressly provided) if in writing and sent by United States mail, first -class postage prepaid, to the address of each Holder appearing in the Security Register at the close of business on the business day next preceding the mailing of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Holders. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such 82600885.7 -21- waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent /Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 16: Cancellation. All Bonds surrendered for payment, transfer, redemption, exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and, if surrendered to the City, shall be delivered to the Paying Agent /Registrar and, if not already canceled, shall be promptly canceled by the Paying Agent/Registrar. The City may at any time deliver to the Paying Agent /Registrar for cancellation any Bonds previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly canceled by the Paying Agent /Registrar. All canceled Bonds held by the Paying Agent/Registrar shall be destroyed as directed by the City. SECTION 17: Mutilated, Destroyed, Lost, and Stolen Bonds. If (l) any mutilated Bond is surrendered to the Paying Agent /Registrar, or the City and the Paying Agent /Registrar receive evidence to their satisfaction of the destruction, loss, or theft of any Bond, and (2) there is delivered to the City and the Paying Agent /Registrar such security or indemnity as may be required to save each of them harmless, then, in the absence of notice to the City or the :Paying Agent /Registrar that such Bond has been acquired by a bona fide purchaser, the City shall execute and, upon the City's request, the Paying Agent /Registrar shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Bond, a new Bond of the same Stated Maturity and interest rate and of like tenor and principal amount, bearing a number not contemporaneously Outstanding. In case any such mutilated, destroyed, lost, or stolen Bond has become or is about to become due and payable, the City in its discretion may, instead of issuing a new Bond, pay such Bond. Upon the issuance of any new Bond or payment in lieu thereof, under this Section, the City may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge imposed in relation thereto and any other expenses and charges (including attorney's fees and the fees and expenses of the Paying Agent /Registrar) connected therewith. Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen Bond shall constitute a replacement of the prior obligation of the City, whether or not the mutilated, destroyed, lost, or stolen Bond shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Bonds. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost, or stolen Bonds. SECTION 18: Sale of the Bonds at Competitive Sale — Approval of the Official Statement; Proceeds of Sale. The Bonds authorized by this Ordinance are hereby sold by the City to as the authorized representative of a group of 82600885.7 -22- purchasers at a competitive sale (the Purchasers, having all the rights, benefits, and obligations of a Holder), in accordance with the provisions of an Official Bid Form (the Official Bid Form), dated October 23, 2018, attached hereto as Exhibit B and incorporated herein by reference as a part of this Ordinance for all purposes, at the price of par, plus a cash premium of $ (including the Purchasers' compensation of $ ), plus accrued interest to the date of initial delivery of the Bonds to the Purchasers and is hereby approved and confirmed. The Initial Bond shall be registered in the name of It is hereby officially found, determined, and declared that the Purchasers are the highest bidder for the Bonds whose bid, received as a result of invitations for competitive bids in compliance with applicable law, produced the lowest true interest cost to the City. The pricing and terms of the sale of the Bonds are hereby found and determined to be the most advantageous reasonably obtainable by the City. Any Authorized Official is hereby authorized and directed to execute the Official Bid Form for and on behalf of the City and as the act and deed of this City Council, and in regard to the approval and execution of the Official Bid Form, the City Council hereby finds, determines and declares that the representations, warranties, and agreements of the City contained in the Official Bid Form are true and correct in all material respects and shall be honored and performed by the City. Delivery of the Bonds to the Purchasers shall occur as soon as practicable after the adoption of this Ordinance, upon payment therefor in accordance with the terms of the Official Bid Form. Proceeds from the sale of the Bonds shall be applied as follows: (l) Accrued interest in the amount of $ shall be deposited into the Bond Fund. (2) The City received an original issue reoffering premium from the sale of the Bonds of $ of which $ is attributable to the refunding portion of the :Bonds (the Refunding Premium) and $ is attributable to the new money portion of the Bonds (the New Money Premium). The Refunding Premium is hereby allocated by the City in the following manner: (1) $ , to pay the Purchasers' compensation, (2) $ to pay certain costs of issuance, and (3) $ shall be deposited into the Escrow Fund pursuant to the Agreement to provide for the refunding of the Refunded Obligations. The New Money Premium is hereby allocated by the City in the following manner: (1) $ to pay the Purchasers' compensation, (2) $ to pay certain costs of issuance, and (3) $ shall be counted against the City's voted authorization and deposited into the construction fund as described in paragraph 3 below. (3) $ (representing $ of principal and $ of remaining original issue reoffering premium allocated against the applicable voted authorization as specified in the table included in the preamble of this Ordinance and as described) shall be deposited into the special construction account or accounts created for the projects to be constructed with the Bond proceeds. This special construction account shall be established and maintained at the Depository and shall be invested in accordance with the provisions of Section 10 of this Ordinance. Interest earned on the proceeds of the Bonds pending completion of the projects financed with such proceeds shall be accounted for, maintained, deposited, and expended as permitted by the provisions of 82600885.7 -23- Chapter 1201, as amended, Texas Government Code, or as required by any other applicable law. Thereafter, such amounts shall be expended in accordance with Section 12. Furthermore, the City hereby ratifies, confirms, and approves in all respects (i) the City's prior determination that the Preliminary Official Statement was, as of its date, "deemed final" in accordance with the Rule (hereinafter defined) and (ii) the use and distribution of the Official Notice of Sale, Official Bid Form, and Preliminary Official Statement by the Purchasers in connection with the public offering and sale of the Bonds. The final Official Statement, being a modification and amendment of the Preliminary Official Statement to reflect the terms of sale referenced in the Official Bid Form (together with such changes approved by any Authorized Official, any one or more of said officials), shall be and is hereby in all respects approved and the Purchasers are hereby authorized to use and distribute the final Official Statement, dated October 23, 2018 . in the reoffering, sale and delivery of the Bonds to the public. The Mayor, Mayor Pro Tem, and /or City Secretary are further authorized and directed to manually execute and deliver for and on behalf of the City copies of the Official Statement in final form as may be required by the Purchasers, and such final Official Statement in the form and content manually executed by said officials shall be deemed to be approved by the City Council and constitute the Official Statement authorized for distribution and use by the Purchasers. The proper officials of the City are hereby authorized to execute and deliver a certificate pertaining to such Official Statement as prescribed therein, dated as of the date of payment for and delivery of the Bonds. SECTION 19: Escrow Agreement Approval and Execution; Proceeds of Sale; Contribution by City. The Escrow Deposit Letter dated as of October 23, 2018 to be effective upon the initial delivery of the Bonds to the Purchasers (the Agreement) between the City and UMB Bank, N.A., Austin, Texas (the Escrow Agent), attached hereto as Exhibit C and incorporated herein by reference as a part of this Ordinance for all purposes, is hereby approved as to form and content, and such Agreement in substantially the form and substance attached hereto, together with such changes or revisions as may be necessary to accomplish the refunding or benefit the City, is hereby authorized to be executed by the Mayor, Mayor Pro Tem, and City Secretary and on behalf of the City and as the act and deed of this City Council; and such Agreement as executed by said officials shall be deemed approved by the City Council and constitute the Agreement herein approved. Furthermore, any Authorized Official, or any one or more of said officials, and Bond Counsel in cooperation with the Escrow Agent are hereby authorized and directed to make the necessary arrangements for the purchase of the Federal Securities referenced in the Agreement and the initial delivery thereof to the Escrow Agent on the day of delivery of the Bonds to the Purchasers for deposit to the credit of the "CITY OF SCHERTZ, TEXAS GENERAL OBLIGATION AND REFUNDING BONDS SERIES 2018 . ESCROW FUND" (the Escrow Fund, including the execution of the subscription forms for the purchase and issuance of the "United States Treasury Securities - State and Local Government Series ", if any, for deposit to the Escrow Fund; all as contemplated and provided by the provisions of the Act, this Ordinance, and the Agreement. Immediately following the delivery of the Bonds, the proceeds of sale along with a cash contribution, if any, from the City (less certain costs of issuance, New Money Bond proceeds and 82600885.7 -24- accrued interest received from the Purchasers of the Bonds) shall be deposited with the Escrow Agent for application and disbursement in accordance with the provisions of the Agreement. The proceeds of sale of the Bonds not so deposited with the Escrow Agent for the refunding of the Refunded Obligations shall be disbursed for payment of costs of issuance and deposited with the place of payment (of the :Refunded Obligations) in an account in the name of the City and applied for the purposes of providing for the payment of the costs and expenses incurred in connection therewith or deposited in the Bond Fund for the Bonds, all in accordance with written instructions from the Mayor or City Manager. SECTION 20: Redemption of Refunded Obligations. The Refunded Obligations referenced in the preamble hereof become subject to redemption prior to their stated maturities at the price of par, premium, if any, and accrued interest to the dates of redemption. The Mayor shall give written notice to the paying agent /registrar for the Refunded Obligations and the Escrow Agent that all of the Refunded Obligations have been called for redemption, and the City Council order that such obligations are called for redemption on the dates set forth on Schedule I attached to this Ordinance, and such order to redeem the Refunded Obligations on such dates shall be irrevocable upon the delivery of the Bonds. Copies of the notices of redemption pertaining to the Refunded Obligations are attached to this Ordinance as Exhibit D and are incorporated herein by reference for all purposes. The paying agent for the Refunded Obligations is authorized and instructed to provide a notice of these redemptions to the holders of the Refunded Obligations in the form and manner described in the ordinances authorizing the issuance of the Refunded Obligations. SECTION 21: Covenants to Maintain Tax - Exempt Status. A. Definitions. When used in this Section, the following terms have the following meanings: Closing Date means the date of physical delivery of the Initial Bonds in exchange for the payment in full by the Purchasers. "Code" means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. "Computation Date" has the meaning set forth in Section 1 .148 -1(b) of the Regulations. "Gross Proceeds" means any proceeds as defined in Section 1.1.48 -1(b) of the Regulations, and any replacement proceeds as defined in Section 1.148 -1(c) of the Regulations, of the Bonds. "Investment" has the meaning set forth in Section 1.148 -1(b) of the Regulations. "New Money Bonds" means that portion of the Bonds other than the Refunding Bonds. 82600885.7 -25- "Nonpurpose Investment" means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested and which is not acquired to carry out the governmental purposes of the Bonds. "Rebate Amount" has the meaning set forth in Section 1.148 -1(b) of the Regulations. "Refunding Bonds " means that portion of the Bonds allocated in accordance with the Regulations to refund the Refunded Obligations. "Regulations" means any proposed, temporary, or final Income Tax Regulations issued pursuant to sections 103 and 141 through 1.50 of the Code, and 1.03 of the Internal Revenue Code of 1954, which are applicable to the Bonds. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. "Yield" of (1) any Investment has the meaning set forth in Section 1.148 -5 of the Regulations; and (2) the Bonds means the combined yield on the New Money Bonds and the Refunding Bonds, treating them as a single issuance and as calculated pursuant to Section 1.148 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 or refinanced directly or indirectly with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Bond to become includable in the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Bond, the City shall comply with each of the specific covenants in this Section. C. No Private Use or Private Payments. Except to the extent that it will not cause the Bonds to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity of Bonds: (1) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Bonds (including property financed with Gross Proceeds of the Refunded Obligations), and not use or permit the use of such Gross Proceeds (including all contractual arrangements with terms different than those applicable to the general public) or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the 82600885.7 -26- United States or any agency, department and instrumentality thereof) other than a state or local government, unless such use is solely as a member of the general public; and (2) not directly or indirectly impose or accept any charge or other payment by any person or entity who is treated as using Gross Proceeds of the Bonds (including property financed with Gross Proceeds of the Refunded Obligations) or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds (including property financed with Gross Proceeds of the Refunded Obligations), other than taxes of general application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. D. No Private Loan. Except to the extent that it will not cause the Bonds to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Bonds to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a person or entity if: (1) property acquired, constructed or improved with such 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 any property acquired, constructed or improved with such Gross Proceeds 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 that it will not cause the Bonds to become "arbitrage bonds" within the meaning of section 148 of the Code and the Regulations and rulings thereunder, the City shall not at any time prior to the final Stated Maturity of the Bonds directly or indirectly invest Gross Proceeds in any Investment, if as a result of such investment the Yield on any Investments acquired with Gross Proceeds (or with money replaced thereby), whether then held or previously disposed of, materially exceeds the Yield of the Bonds. 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 Bonds 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 the information required by section 149(e) of the Code with the Secretary of the Treasury on Form 8038 -G or such other form and in such place as the Secretary may prescribe. H. Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(f) of the Code and the Regulations and rulings thereunder: (1) The City shall account for all Gross Proceeds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from 82600885.7 -27- all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on which the last Outstanding Bond is discharged. However, to the extent permitted by law, the City may commingle Gross Proceeds of the Bonds with other money of the City, provided that the City separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date, the City shall calculate the Rebate Amount in accordance with rules set forth in section 148(f) of the Code and the Regulations and rulings thereunder. The City shall maintain such calculations with its official transcript of proceedings relating to the issuance of the Bonds until six years after the final Computation Date. (3) As additional consideration for the purchase of the Bonds by the Purchasers and the loan of the money represented thereby and in order to induce such purchase by measures designed to insure the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, the City shall pay to the United States out of the Bond Fund or its general fund, as permitted by applicable Texas statute, regulation or opinion of the Attorney General of the State of Texas, the amount that when added to the future value of previous rebate payments made for the Bonds equals (i) in the case of a Final Computation Date as defined in Section 1.148- 3(e)(2) of the Regulations, one hundred percent (100 %) of the Rebate Amount on such date; and (ii) in the case of any other Computation Date, ninety percent (90 %) of the Rebate Amount on such date. In all cases, the rebate payments shall be made at the times, in the installments, to the place and in the manner as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder, and shall be accompanied by Form 8038 -T or such other forms and information as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder. (4) The City shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and (3), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under Section 1.148 -3(h) of the Regulations. 1. Not to Divert Arbitrage Profits. Except to the extent permitted by section 1.48 of the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the earlier of the Stated Maturity or final payment of the Bonds, 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 Bonds not been relevant to either party. 82600885.7 -28- J. Bonds Not Hedge Bonds. (1) At the time the original bonds refunded by the Bonds were issued, the City reasonably expected to spend at least eighty -five percent (85 %) of the spendable proceeds of such bonds within three years after such bonds were issued. (2) Not more than fifty percent (50 %) of the proceeds of the original bonds refunded by the Refunding Bonds were, and proceeds of the New Money Bonds are expected to be, invested in Nonpurpose Investments having a substantially guaranteed Yield for a period of 4 years or more. (3) The City reasonably expects to spend eighty -five percent (85 %) of the spendable proceeds of the New Money Bonds within three years after the date of issuance thereof. (4) Current Refunding of the Refunded Obligations. The Bonds are being issued, in part, to refund the Refunded Obligations, and the Bonds will be issued, and certain proceeds thereof used, within 90 days after the Closing Date for the redemption of the Refunded Obligations. In the issuance of the Bonds, the City has employed no "device" to obtain a material financial advantage (based on arbitrage), within the meaning of section 1.49(d)(4) of the Code, apart from savings attributable to lower interest rates. The City has complied with the covenants, representations, and warranties contained in the documents executed in connection with the issuance of the Refunded Obligations. Accordingly, the City expects to invest the Bond proceeds to be used to refund the Refunded Obligations without regard to Yield restrictions. K. Elections. The City hereby directs and authorizes each Authorized Official, or any combination of the foregoing, to make such elections in the Certificate as to Tax Exemption or similar or other appropriate certificate, form, or document permitted or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with the Bonds. Such elections shall be deemed to be made on the Closing Date. SECTION 22: Satisfaction of Obligation of City. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Bonds, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes levied under this Ordinance and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied. Bonds, or any principal amount(s) thereof, shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when (i) money sufficient to pay in full such Bonds or the principal amount(s) thereof on or prior to Stated Maturity, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent /Registrar, or an authorized escrow agent, and /or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities have, in the case of a net defeasance, been certified by an independent accounting firm or another qualified financial advisor (including the City's financial advisor) to mature as to principal and interest in such amounts and at such times as will 82600885.7 -29- insure the availability, without reinvestment, of sufficient money, together with any money deposited therewith, if any, to pay when due the principal of and interest on such Bonds, or the principal amount(s) thereof, at the Stated Maturity thereof. In the event of a gross defeasance of the Bonds, the City shall deliver a certificate from its financial advisor, the Paying Agent /:Registrar, or another qualified third party concerning the deposit of cash and/or Government Securities to pay, when due, the principal of, redemption premium (if any), and interest due on any defeased Bonds. As and to the extent applicable, if at all, the City covenants that no deposit of money or Government Securities will be made under this Section and no use made of any such deposit which would cause the Bonds to be treated as arbitrage bonds within the meaning of section 148 of the Code (as defined in Section 21 hereof). Any money so deposited with the Paying Agent/Registrar, and all income from Government Securities held in trust by the Paying Agent /Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Bonds, or any principal amount(s) thereof, or interest thereon with respect to which such money has been so deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any money held by the Paying Agent /Registrar for the payment of the principal of and interest on the Bonds and remaining unclaimed for a period of three (3) years after the Stated Maturity or applicable redemption date of the Bonds such money was deposited and is held in trust to pay shall upon the request of the City be remitted to the City against a written receipt therefor, subject to the unclaimed property laws of the State of Texas. Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided that any determination not to redeem defeased Bonds that is made in conjunction with the payment arrangements specified in subsection (i) or (ii) above shall not be irrevocable, provided that: (1) in the proceedings providing for such defeasance, the City expressly reserves the right to call the defeased Bonds for redemption; (2) gives notice of the reservation of that right to the owners of the defeased Bonds immediately following the defeasance; (3) directs that notice of the reservation be included in any redemption notices that it authorizes; and (4) at the time of the redemption, satisfies the conditions of (i) or (ii) above with respect to such defeased debt as though it was being defeased at the time of the exercise of the option to redeem the defeased Bonds, after taking the redemption into account in determining the sufficiency of the provisions made for the payment of the defeased Bonds. SECTION 23: Ordinance a Contract — Amendments - Outstanding Bonds. The City acknowledges that the covenants and obligations of the City herein contained are a material inducement to the purchase of the Bonds. This Ordinance shall constitute a contract with the Holders from time to time, shall be binding on the City and its successors and assigns, and shall not be amended or repealed by the City so long as any Bond remains Outstanding except as permitted in this Section. The City may, without the consent of or notice to any Holders, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the City may, with the written consent of Holders holding a majority in aggregate principal amount of the Bonds then Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Ordinance; provided; however, that, without the consent of all Holders of Outstanding Bonds, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the principal of, premium, if any, and interest on the 82600885.7 -30- Bonds, reduce the principal amount thereof, or the rate of interest thereon, or in any other way modify the terms of payment of the principal of, premium, if any, the redemption price therefor, or interest on the Bonds, (2) give any preference to any Bond over any other Bond, or (3) reduce the aggregate principal amount of Bonds required for consent to any such amendment, addition, or rescission. SECTION 24: Control and Custody of Bonds. The Mayor shall be and is hereby authorized to take and have charge of all necessary orders and records pending investigation by the Attorney General of the State of Texas and shall take and have charge and control of the Bonds pending their approval by the Attorney General of the State of Texas, the registration thereof by the Comptroller of Public Accounts of the State of Texas and the delivery of the Bonds to the Purchasers. Furthermore, any Authorized Official, either individually or any combination of them, are hereby authorized and directed to furnish and execute such documents relating to the City and its financial affairs as may be necessary for the issuance of the Bonds, the approval of the Attorney General and their registration by the Comptroller of Public Accounts and, together with the City's financial advisors, Bond Counsel, and the Paying Agent /Registrar, make the necessary arrangements for the delivery of the Initial. Bonds to the Purchasers and the initial exchange thereof for definitive Bonds. SECTION 25: Printed Opinion. The Purchasers' obligation to accept delivery of the Bonds is subject to its being furnished a final opinion of Norton Rose Fulbright US LLP, San Antonio, Texas, as Bond Counsel, approving certain legal matters as to the Bonds, said opinion to be dated and delivered as of the date of initial delivery and payment for such Bonds. Printing of a true and correct copy of said opinion on the reverse side of each of the Bonds, with appropriate certificate pertaining thereto executed by facsimile signature of the City Secretary of the City is hereby approved and authorized. SECTION 26: CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on the definitive Bonds shall be of no significance or effect as regards the legality thereof, and neither the City nor attorneys approving said Bonds as to legality are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Bonds. SECTION 27: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the City, Bond Counsel, Paying Agent/Registrar, and the Holders, any right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being intended to be and being for the sole and exclusive benefit of the City, Bond Counsel, the Paying Agent /Registrar, and the Holders. SECTION 28: Inconsistent Provisions. All ordinances and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling as to the matters ordained herein. 82600885.7 -31- SECTION 29: Governing. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 30: Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 31: Severability. If any provision of this Ordinance or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Ordinance and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 32: Public Meeting. It is officially found, determined, and declared that the meeting at which this Ordinance is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Ordinance, was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION 33: Authorization of Paying Agent/Registrar Agreement. The City Council of the City hereby finds and determines that it is in the best interest of the City to authorize the execution of a Paying Agent /Registrar Agreement concerning the payment, exchange, registration, and transferability of the Bonds. A copy of the Paying Agent/Registrar Agreement is attached hereto, in substantially final form, as Exhibit A and is incorporated by reference to the provisions of this Ordinance. SECTION 34: Incorporation of Preamble Recitals. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Ordinance for all purposes and are adopted as a part of the judgment and findings of the City Council. SECTION 35: Book- Entry sue. The Bonds initially shall be registered so as to participate in a securities depository system (the DTC System) with the Depository Trust Company, New York, New York, or any successor entity thereto (DTC), as set forth herein. Each Stated Maturity of the Bonds shall be issued (following cancellation of the Initial Bonds described in Section 7) in the form of a separate single definitive Bond. Upon issuance, the ownership of each such Bond shall be registered in the name of Cede & Co., as the nominee of DTC, and all of the Outstanding Bonds shall be registered in the name of Cede & Co., as the nominee of DTC. The City and the Paying Agent /Registrar are authorized to execute, deliver, and take the actions set forth in such letters to or agreements with DTC as shall be necessary to effectuate the DTC System, including the Letter of Representations attached hereto as Exhibit F (the Representation Letter). With respect to the Bonds registered in the name of Cede & Co., as nominee of DTC, the City and the Paying Agent /Registrar shall have no responsibility or obligation to any broker - dealer, bank, or other financial institution for which DTC holds the Bonds from time to time as securities depository (a Depository Participant) or to any person on behalf of whom such a Depository Participant holds an interest in the Bonds (an Indirect Participant). Without limiting the immediately preceding sentence, the City and the Paying Agent /Registrar shall have 82600885.7 -32- no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any Depository Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Depository Participant or any other person, other than a registered owner of the Bonds, as shown on the Security Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the delivery to any Depository Participant or any Indirect Participant or any other Person, other than a Holder of a Bond, of any amount with respect to principal of, premium, if any, or interest on the Bonds. While in the DTC System, no person other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a bond certificate evidencing the obligation of the City to make payments of principal, premium, if any, and interest pursuant to this Ordinance. 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 or drafts being mailed to the Holder, the word "Cede & Co." in this Ordinance shall refer to such new nominee of DTC. In the event that (a) the City determines that DTC is incapable of discharging its responsibilities described herein and in the Representation Letter, (b) the Representation Letter shall be terminated for any reason, or (c) DTC or the City determines that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the City shall notify the Paying Agent/Registrar, DTC, and the Depository Participants of the availability within a reasonable period of time through DTC of bond certificates, and the Bonds shall no longer be restricted to being registered in the name of Cede & Co., as nominee of DTC. At that time, the City may determine that the Bonds shall be registered in the name of and deposited with a successor depository operating a securities depository system, as may be acceptable to the City, or such depository's agent or designee, and if the City and the Paying Agent/Registrar do not select such alternate securities depository system then the Bonds may be registered in whatever name or names the Holders of Bonds transferring or exchanging the Bonds shall designate, in accordance with the provisions hereof. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond is 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 Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Representation Letter. SECTION 36: Construction of Terms. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural, words of the plural . number shall be considered to include the singular, and words of the masculine, feminine or neuter gender shall be considered to include the other genders. SECTION 37: Unavailability of Authorized Publication. If, because of the temporary or permanent suspension of any newspaper, journal, or other publication, or, for any reason, publication of notice cannot be made meeting any requirements herein established, any notice required to be published by the provisions of this Ordinance shall be given in such other manner and at such time or times as in the judgment of the City or of the Paying Agent /Registrar shall most effectively approximate such required publication and the giving of such notice in such manner shall for all purposes of this Ordinance be deemed to be in compliance with the requirements for publication thereof. 82600885.7 -33- SECTION 38: No Recourse Against City Officials. No recourse shall be had for the payment of principal of, premium, if any, or interest on any Bond or for any claim based thereon or on this Ordinance against any official of the City or any person executing any Bond. SECTION 39: Continuing Disclosure Undertaking. A. Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: EMMA means the MSRB's Electronic Municipal Market Access system, accessible by the general public, without charge, on the internet through the uniform resource locator (URL) http://www.emma.msrb.org. 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. B. Annual Reports. The City shall file annually with the MSRB, (1) within six months after the end of each fiscal year of the City ending in or after 2018, financial information and operating data with respect to the City of the general type included in the final. Official Statement authorized by Section 18 of this Ordinance, being the information described in Exhibit E hereto, and (2) if not provided as part of such financial information and operating data, audited financial statements of the City, when and if available. Any financial statements so to be provided shall be (i) prepared in accordance with the accounting principles described in Exhibit E hereto, or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation, and (ii) audited, if the City commissions an audit of such financial statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period, then the City shall file unaudited financial statements within such period and audited financial statements for the applicable fiscal year to the MSRB, when and if the audit report on such financial statements becomes available. Under current Texas law, including, but not limited to, Chapter 103, as amended, Texas Local Government Code, the City must have its records and accounts audited annually and shall have an annual financial statement prepared based on the audit. The annual financial statement, including the auditor's opinion on the statement, shall be filed in the office of the City Secretary within 180 days after the last day of the City's fiscal year. Additionally, upon the filing of this financial statement and the annual audit, these documents are subject to the Texas Open :Records Act, as amended, Texas Government Code, Chapter 552. If the City changes its fiscal year, it will file notice of such change (and of the date of the new fiscal year end) with the MSRB prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. 82600885.7 -34- C. Notice of Certain Events. The City shall file notice of any of the following events with respect to the Bonds to the MSRB in a timely manner and not more than 10 business days after occurrence of the event: (1) Principal and interest payment delinquencies; (2) Non - payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements reflecting financial difficulties; (5) Substitution of credit or liquidity providers, or their failure to perform; (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 -TEB), or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; (7) Modifications to rights of holders of the Bonds, if material; (8) Bond calls, if material, and tender offers; (9) Defeasances; (10) Release, substitution, or sale of property securing repayment of the Bonds, if material; (11) Rating changes; (1.2) Bankruptcy, insolvency, receivership, or similar event of the City, which shall occur as described below; (13) The consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of its assets, other than in the ordinary course of business, the entry into of a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (14) Appointment of a successor or additional paying agent /registrar or the change of name of a paying agent/registrar, if material. For these purposes, any event described in the immediately preceding paragraph (12) is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has 82600885.7 -35- assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City. The City shall file notice with the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with this Section by the time required by this Section. D. Limitations Disclaimers and Amendments. The City shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the City remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except that the City in any event will give notice of any deposit that causes the Bonds to be no longer Outstanding. The provisions of this Section are for the sole benefit of the holders and beneficial owners of the Bonds, and nothing in this Section, 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, financial statements, and notices which it has expressly agreed to provide pursuant to this Section 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 Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the City in observing or performing its obligations under this Section shall constitute a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. 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 82600885.7 -36- provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a) the holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the Outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the holders and beneficial owners of the Bonds. The City may also repeal or amend the provisions of this Section if the SEC amends or repeals the applicable provisions of the Rule or any 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 either case only if and to the extent that the provisions of this sentence would not have prevented an underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds, giving effect to (a) such provisions as so amended and (b) any amendments or interpretations of the Rule. If the City so amends the provisions of this Section, the City 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. E. Information Format — Incorporation by Reference. The City information required under this Section shall be filed with the MSRB through EMMA in such format and accompanied by such identifying information as may be specified from time to time thereby. Under the current rules of the MSRB, continuing disclosure documents submitted to EMMA must be in word - searchable portable document format (PDF) files that permit the document to be saved, viewed, printed, and retransmitted by electronic means and the series of obligations to which such continuing disclosure documents relate must be identified by CUSIP number or numbers. Financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document) available to the public through EMMA or filed with the SEC. SECTION 40: Book- Entr.�S. sue. The Bonds initially shall be registered so as to participate in a securities depository system (the DTC System) with the Depository Trust Company, New York, New York, or any successor entity thereto (DTC), as set forth herein. Each Stated Maturity of the Bonds shall be issued (following cancellation of the Initial Bonds described in Section 7) in the form of a separate single definitive Bond. Upon issuance, the ownership of each such Bond shall be registered in the name of Cede & Co., as the nominee of DTC, and all of the Outstanding Bonds shall be registered in the name of Cede & Co., as the nominee of DTC. The City and the Paying Agent /Registrar are authorized to execute, deliver, and take the actions set forth in such letters to or agreements with DTC as shall be necessary to effectuate the DTC System, including the Letter of Representations attached hereto as Exhibit F (the Representation Letter). 82600885.7 -37- With respect to the Bonds registered in the name of Cede & Co., as nominee of DTC, the City and the Paying Agent /Registrar shall have no responsibility or obligation to any broker- dealer, bank, or other financial institution for which DTC holds the Bonds from time to time as securities depository (a Depository Participant) or to any person on behalf of whom such a Depository Participant holds an interest in the Bonds (an Indirect Participant). Without limiting the immediately preceding sentence, the City and the Paying Agent /Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any Depository Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Depository Participant or any other person, other than a registered owner of the Bonds, as shown on the Security Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the delivery to any Depository Participant or any Indirect Participant or any other Person, other than a Holder of a Bond, of any amount with respect to principal of, premium, if any, or interest on the :Bonds. While in the DTC System, no person other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a bond certificate evidencing the obligation of the City to make payments of principal, premium, if any, and interest pursuant to this Ordinance. 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 or drafts being mailed to the Holder, the word "Cede & Co." in this Ordinance shall refer to such new nominee of DTC. In the event that (a) the City determines that DTC is incapable of discharging its responsibilities described herein and in the Representation Letter, (b) the Representation Letter shall be terminated for any reason, or (c) DTC or the City determines that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the City shall notify the :Paying Agent/Registrar, DTC, and the Depository Participants of the availability within a reasonable period of time through DTC of bond certificates, and the Bonds shall no longer be restricted to being registered in the name of Cede & Co., as nominee of DTC. At that time, the City may determine that the Bonds shall be registered in the name of and deposited with a successor depository operating a securities depository system, as may be acceptable to the City, or such depository's agent or designee, and if the City and the Paying Agent /Registrar do not select such alternate securities depository system then the Bonds may be registered in whatever name or names the Holders of Bonds transferring or exchanging the Bonds shall designate, in accordance with the provisions hereof. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond is 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 Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Representation Letter. SECTION 41: Further Procedures. The officers and employees of the City are hereby authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the City all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the initial sale and delivery of the Bonds, the Paying Agent/Registrar Agreement, the Official Bid Form, the Agreement, and the Official Statement. In addition, prior to the initial delivery of the Bonds, 82600885.7 -38- any Authorized Official and Bond Counsel are hereby authorized and directed to approve any technical changes or corrections to this Ordinance or to any of the instruments authorized and approved by this Ordinance necessary in order to (i) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Ordinance and as described in the Official Statement, (ii) obtain a rating from any of the national . bond rating agencies, or (iii) obtain the approval of the Bonds by the Texas Attorney General's office. In case any officer of the City whose signature shall appear on any certificate shall cease to be such officer before the delivery of such certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. SECTION 42: Contracts with Financial Advisor and/or Bond Counsel. The City Council authorizes the Mayor, City Manager and /or the Director of Finance, or their designees, to take all actions necessary to execute any necessary financial advisory contracts with SAMCO Capital Markets, Inc., as the financial advisor to the City (the Financial Advisor). The City understands that under applicable federal securities laws and regulations that the City must have a contractual arrangement with its Financial Advisor relating to the sale, issuance, and delivery of the Certificates. In addition, the City Council also authorizes the Mayor, City Manager, or the Director of Finance, or their designees, to take all actions necessary to execute any necessary engagement agreement with Norton Rose Fulbright US LLP, as the Bond Counsel to the City. SECTION 43: City's Consent to Provide Information and Documentation to the Texas MAC. The Municipal Advisory Council of Texas (the Texas MAC), a non -profit membership corporation organized exclusively for non - profit purposes described in section 501(c)(6) of the Internal Revenue Code and which serves as a comprehensive financial information repository regarding municipal debt issuers in Texas, requires provision of written documentation regarding the issuance of municipal debt by the issuers thereof. In support of the purpose of the Texas MAC and in compliance with applicable law, the City hereby consents to and authorizes any Authorized Official, Bond Counsel to the City, and/or Financial Advisor to the City to provide to the Texas MAC information and documentation requested by the Texas MAC relating to the Bonds; provided, however, that no such information and documentation shall be provided prior to the Closing Date. This consent and authorization relates only to information and documentation that is a part of the public record concerning the issuance of the Bonds. SECTION 44: Effective Date. Pursuant to the provisions of Section 1201.028, as amended, Texas Government Code, this Ordinance shall be effective immediately upon adoption, notwithstanding any provision in the City's Home Rule Charter to the contrary concerning a multiple reading requirement for the adoption of ordinances. [The remainder of this page intentionally left blank.] 82600885.7 -39- PASSED, APPROVED AND ADOPTED on the 23rd day of October, 2018. CITY OF SCHERTZ, TEXAS Mayor ATTEST: City Secretary (CITY SEAL) 82600885.7 S -1 Schedule T .............................. Table ofRefunded Obligations Exhibit A ................................ Paying ExbibiB----------'()ffioialBid Form EzhibiC----------..Elacron'nndlJcn»*it Lc[kr ExhibiZ)----------.. Notices of Redemption Exhibit E ................................ Description of Annual Financial Information 8260088 5.7 Index-| Schedule I Refunded Obligations City of Schertz, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2007, dated January 1, 2007, in the original principal amount of $9,91.5,000 stated to mature on August 1 in each of the years 2020 through 2026 in the aggregate principal amount of $2,935,000, to be redeemed on November 1.4, 2018 (the Series 2007 Refunded Obligations). 2. City of Schertz, Texas General Obligation and Refunding Bonds, Series 2009, dated July 1, 2009, in the original principal amount of $9,500,000 stated to mature on February 1 in each of the years 2020, 2022, 2024, 2028, and 2033 in the aggregate principal amount of $4,705,000, to be redeemed on February 1, 2019 (the Series 2009 Refunded Obligations). City of Schertz, Texas General Obligation Refunding Bonds, Series 2010, dated October 1, 2010, in the original principal amount of $2,865,000 stated to mature on February 1 in each of the years 2020 and 2021 in the aggregate principal amount of $630,000, to be redeemed on November 14, 2018 (the Series 2010 Refunded Obligations). 82600885.7 Schedule I -1 lWall Paying Agent/Registrar Agreement See Tab No. 8260088 5.7 A—1 Official Bid Form See Tab No. 82600885.7 B-I Imall Escrow and Deposit Letter See Tab No. 82600885.7 C-1 lWall Notices of Redemption See Tab No. 82600885.7 D-1 Description of Annual Financial Information The following information is referred to in Section 38 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 Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below: 1. The City's audited financial statements for the most recently concluded fiscal year or to the extent these audited financial statements are not available, the portions of the unaudited financial statements of the City attached to the Official Statement as Appendix D, but for the most recently concluded fiscal year. 2. The financial information and operating data in the Official Statement under Table l of the Official. Statement and Tables l through 13 of Appendix A to the Official Statement. Accounting Principles The accounting principles referred to in such Section are generally accepted accounting principles for governmental units as prescribed by the Government Accounting Standards Board from time to time. 82600885.7 E -1 1 *114 as I I H m d DTC Letter of Representations See Tab No. 82600885.7 F-I h • i • C October 16, 2018 Norton Rose Fulbright US LLP Via E -Mail 300 Convent Street, Suite 2100 San Antonio, Texas 78205 -3792 United States Brenda Dennis W. Jeffrey Kuhn City Secretary Partner City of Schertz, Texas Direct line +1 210 270 7131 1400 Schertz Parkway w. jeffrey .kuhn @nortonrosefulbdght.com Schertz, Texas 78154 Tel +1 210 224 5575 Fax +1 210 270 7205 nortonrosefuI bright. corn Re: City of Schertz, Texas General Obligation and Refunding Bonds, Series 2018 Dear Brenda: I enclose as Exhibit A to this letter the agenda item to be utilized in preparing the agenda for the October 23, 2018 regular meeting of the City Council. Thank you for coordinating with City officials to ensure that this agenda item is posted in accordance with the provisions of the Texas Open Meetings Act. I also enclose as Exhibit B the suggested motion for this item. I also enclose a draft copy of the Ordinance for inclusion in the City Council's agenda packets. Please send any comments to this Ordinance to me as soon as possible so that it may be finalized. Lastly, I enclose Exhibit A and Exhibit B in Word format for your convenience. Thank you, in advance, for your prompt attention to this matter. If I can provide any additional assistance cor cerning this matter, please do not hesitate to contact me. W. y Kuhn WJK/jcq Enclosures cc: Mr. Brian James (City of Schertz, Texas) Mr. James Walters (City of Schertz, Texas) Ms. Donna Schmoekel (City of Schertz, Texas) Mr. Charles Zech (Denton, Navarro, Rocha, Bernal, Hyde & Zech, P.C.) Mr. Dan Santee (Denton, Navarro, Rocha, Bernal, Hyde & Zech, P.C.) Mr. Mark McLiney (SAMCO Capital Markets, Inc.) Mr. Andrew Friedman (SAMCO Capital Markets, Inc.) Norton Rose Fulbright US LLP is a limited liability partnership registered under the laws of Texas. 73559597.1 Norton Rose Fulbright US LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP and Norton Rose Fulbright South Africa Inc are separate legal entities and all of them are members of Norton Rose Fulbright Verein, a Swiss verein. Norton Rose Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients. Details of each entity, with certain regulatory information, are available at nortonrosefulbright.com. Brenda Dennis October 16, 2018 Page 2 Ms. Veronica Alonzo (SAMCO Capital Markets, Inc.) Mr. George W. Scofield (Firm) Mr. Clay Binford (Firm) Ms. Stephanie V. Leibe (Firm) Mr. Adam Harden (Firm) Mr. Arnold Cantu III (Firm) Ms. Lauren N. Ferrero (Firm) Mr. John D. Hall (Firm) Mr. Matthew A. Lee (Firm) 73559597.1 NORTON ROSE FULBRIGHT CONSIDERATION AND APPROVAL OF AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING THE ISSUANCE OF "CITY OF SCHERTZ, TEXAS GENERAL OBLIGATION AND REFUNDING BONDS, SERIES 2018 ", LEVYING AN ANNUAL AD VALOREM TAX, WITHIN "FHE LIMITATIONS PRESCRIBED BY LAW, FOR THE PAYMENT OF THE BONDS; PRESCRIBING THE FORM, TERMS, CONDITIONS, AND RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE ISSUANCE, SALE, AND DELIVERY OF THE BONDS; INCLUDING THE APPROVAL AND DISTRIBUTION OF AN OFFICIAL STATEMENT PERTAINING THERETO; AUTHORIZING THE EXECUTION OF A PAYING AGENT /REGISTRAR AGREEMENT, AN OFFICIAL BID FORM, AND AN ESCROW DEPOSIT LETTER; COMPLYING WITH THE LETTER OF REPRESENTATIONS ON FILE WITH THE DEPOSITORY TRUST COMPANY; AUTHORIZING THE EXECUTION OF ANY NECESSARY ENGAGEMENT AGREEMENTS WITH THE CITY'S FINANCIAL ADVISORS AND /OR BOND COUNSEL; AND PROVIDING AN EFFECTIVE DATE 73559597.1 A-1 I MOVE TO ADOPT AN ORDINANCE AUTHORIZING THE ISSUANCE OF "CITY OF SCHERTZ, TEXAS GENERAL OBLIGATION AND REFUNDING BONDS, SERIES 2018" 73559597.1 B -1 City of Schertz, Texas Savings Results October 8, 2018 Schertz /Seguin LGC Dated Date Par Amount Name Gross Savings I Present Value Savings September 1, 2014 $6,275,000 Contract Revenue Refunding Bonds, Series 2014 $786,754 $381,190 December 1, 2014 $41,720,000 Contract Revenue & Refunding Bonds, Series 2015 $3,138,272 $1,967,679 Totals $3,925,026 $2,348,869 Note: One half of the Savings shown in the Schertz /Seguin LGC are attributable to the City of Schertz City of Schertz Bonds Dated Date Par Amount Name Gross Savings I Present Value Savings June 1, 2011 $2,675,000 GO Refunding Bonds, Series 2011 $305,506 $270,021 December 1, 2011 $6,745,000 GO Refunding Bonds, Series 2011 -A $593,799 $505,543 September 1, 2013 $2,160,000 GO Refunding Bonds, Series 2013 $155,573 $133,020 May 15, 2014 $8,450,000 GO Refunding Bonds, Series 2014 $1,406,689 $1,093,448 November 1, 2015 $4,185,000 GO Refunding Bonds, Series 2015 $426,900 $358,349 December 15, 2017 $6,035,000 GO Refunding Bonds, Series 2018 $668,369 $591,501 Totals $3,556,836 $2,951,882 Schertz /Seguin LGC Dated Date Par Amount Name Gross Savings I Present Value Savings September 1, 2014 $6,275,000 Contract Revenue Refunding Bonds, Series 2014 $786,754 $381,190 December 1, 2014 $41,720,000 Contract Revenue & Refunding Bonds, Series 2015 $3,138,272 $1,967,679 Totals $3,925,026 $2,348,869 Note: One half of the Savings shown in the Schertz /Seguin LGC are attributable to the City of Schertz Agenda No. 16 CITY COUNCIL MEMORANDUM City Council Meeting: October 23, 2018 Department: City Secretary Subject: Resolution No. 18 -R -132 - A Resolution by the City Council of the City of Schertz, Texas in support of the nomination of a member for the Board of Directors of the Guadalupe County Appraisal District The City has received notice of a vacancy on the Guadalupe Appraisal District Board of Directors. When a vacancy occurs, the Chief Appraiser delivers notice of the vacancy to the taxing units. Each taxing unit may nominate by resolution adopted by its governing body one candidate. The taxing unit shall submit the name of its nominee to the Chief Appraiser within 45 days after notification. The chief appraiser will prepare and deliver to the board of directors the list of nominees within the next five days. The board of directors shall elect by majority vote of its members one of the nominees to fill the vacancy. The deadline to submit our nominee is October 25, 2018. To be eligible, an individual must be a resident of the district and must have resided in the district for at least two years immediately preceding the date the individual takes office. An individual will be `disqualified' from serving as a director if they own property on which delinquent property taxes have been owed for more than 60 days. The director positions serve for two -year terms. This vacancy is to fill an unexpired term ending December 31, 2019. FISCAL IMPACT None RECOMMENDATION Staff recommends Council discuss possible interested candidates and nominate a qualified individual for submission by October 25, 2018. ATTACHMENTS Letter from Guadalupe Appraisal District dated September 1.0, 2018 . Statement of Qualifications Resolution No. 18 -R -132 RESOLUTION NO. 18 -R -132 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS IN SUPPORT OF THE NOMINATION OF A MEMBER FOR THE BOARD OF DIRECTORS OF THE GUADALUPE COUNTY APPRAISAL DISTRICT AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the City of Schertz hereby supports a nominee for the Guadalupe Appraisal District Board of Directors for the current existing one vacancy. NOW, THEREFORE, BE IT RESOLVED that the City Council of the CITY OF SCHERTZ hereby nominates for directorship for the Guadalupe Appraisal District Board of Directors for the one vacancy with a term ending December 31, 2018. WHEREAS, the City Council has determined that it is in the best interest of the City to nominate Section 1. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the City Council. Section 2. All resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. Section 3. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 4. If any provision of this Resolution or the application thereof to any person . or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Resolution would have been enacted without such invalid provision. Section 5. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public 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 Chapter 551, Texas Government Code, as amended. Section 6. This Resolution shall be in force and effect from and after its final passage, and it is so resolved. PASSED AND ADOPTED, this day of 12018. CITY OF SCHERTZ, TEXAS Michael R. Carpenter, Mayor ATTEST: Brenda Dennis, City Secretary (CITY SEAL) 50506221.1 - 2 - 1 M` ! M RESOLUTION NO 2018- STATE OF TEXAS § RESOLUTION IN SUPPORT OF THE NOMINATION FOR GUADALUPE APPRAISAL DISTRICT BOARD OF DIRECTORS -ONE VACANCY COUNTY OF GUADALUPE § CITY OF SCHERTZ WHEREAS, the CITY OF SCHERTZ herby supports a nominees for the Guadalupe Appraisal District Board of Directors for the existing one vacancy. NOW, THEREFORE, BE IT RESOLVED that the City Council of the CITY OF SCHERTZ hereby nominates for directorship for the Guadalupe Appraisal District Board of Directors for the one vacancy. READ, PASSED, AND APPROVED the Attested: day of Agenda No. 17 CITY COUNCIL MEMORANDUM City Council Meeting: October 23, 2018 Department: City Manager's Office Subject: Discussion and consideration and /or action whether to authorize an appeal of the TCEQ order granting a permit to Post Oak Clean Green Landfill. BACKGROUND In 2011 an application for a landfill permit from TCEQ was filed by Post Oak Clean. Green, Inc. to open a Type 1 municipal solid waste landfill. This landfill location is 7787 FM 1150 in far eastern Guadalupe County. The City of Schertz became an opponent to this landfill along with the City of Seguin, our water corporation Schertz Seguin Local Government Corporation, the Guadalupe County Groundwater Conservation District, Guadalupe County and a group of neighbors around the location known as "Stop Post Oak Dump" (SPOD). Although well outside the city limits of Seguin or any other municipality, the proposed location has received so much coordinated opposition because the location is in the Carrizo/Wilcox Aquifer Recharge Zone. SSGLC's current well field produces our drinking water from the Carrizo Aquifer, located in Wilson County approximately 30 miles south of this proposed landfill site which is why the City of Schertz has participated along with Seguin and SSLGC. In accordance with their guidelines, the opponents have participated in the TCEQ contested case hearing process. This legal process had its original hearing in January of 2017 with a week of testimony from all opponents and the Post Oak Clean Green team. The Administrative Law Judge (ALJ) formulated their opinion that if the Post Oak Clean Green team could overcome several deficiencies in their application, including plugging old oil wells, developing processes appropriate to the Air Force to reduce bird strike hazards resulting from the landfill (it is in the flight path of the RAFB auxillary landing field in Seguin) and various other issues, that TCEQ should grant the permit. In consideration of all these deficiencies and remaining questions that the TCEQ Commission had, the Commission remanded this back to the ALJ to investigate further several issues including issues with plugging oil wells, Air Force bird strike risk and the claim that the landfill, when the aquifer level is high, will actually be sitting in water from the landfill. 50077367.2 The AU repeated the hearing process and again returned a recommendation that if Post Oak Clean Green could meet several requirements that the permit should be issued. The TCEQ Commission met on August 8, 2018 and approved a landfill permit for Post Oak Clean Green. The opposition attorneys met in late August and the Guadalupe County Groundwater Conservation District agreed to request a re- hearing by TCEQ on their decision to issue the landfill permit. This is a necessary procedural step to preserve the right to appeal the TCEQ decision to State District Court in Travis County if that is desired. The District is covering all legal expenses for the re- hearing request and it is anticipated they will ask for some assistance with legal expenses if an appeal to Travis County is initiated. To date, Schertz, Seguin and SSLGC have spent $1,145,049 in legal fees in this opposition. The three of us have been jointly represented by attorneys with Davidson, Troilo, Ream & Garza, the attorney firm SSLGC utilizes for its day to day business. SSLGC has covered all of the expenses to date for all three parties. Goal To preserve our primary source of clean, pure and healthy drinking water. Community Benefit An abundant reliable source of clean, pure and healthy drinking water is critical to the health and safety of our residents as well as attracting and retaining businesses to our community. Exhausting all attempts to prevent a landfill from being placed on top of the recharge zone of the aquifer that supplies this for Schertz is appropriate due diligence in protecting our citizens and the future of our City. Summary of Recommended Action It is anticipated that TCEQ will deny the request for a rehearing on their decision to issue a landfill permit. If that is the case the next and final step would be to appeal the TCEQ decision to District Court in Travis County. Staff recommends that if a majority of the opposition parties desire to move forward with this appeal, that the City of Schertz continues to participate. FISCAL IMPACT SSLGC will continue to pay the legal fees for Schertz, Seguin and SSLGC. This cost is transmitted to us in the water rates which distributes the cost to all SSLGC water customers and it will not be a direct line item expense of the City. RECOMMENDATION Appeal the TCEQ order granting the Post Oak Clean Green Landfill 50077367.2 Informational only 20A CITY COUNCIL MEMORANDUM City Council Meeting: October 23 2018 Department: Fleet and Facilities Subject: Update on building conditions Background Attached is a series of documents for 24 buildings the City possesses. These summaries represent 272,586 square feet of covered space. They provide a working environment for almost all the City's employees and provide a wide range of benefits to the residents of Schertz. The age of the buildings span well over 120 years and the construction methods vary from wood frame to tilt -up to pre- engineered metal buildings, each one with its own unique attributes. Facility Services is transforming from an operation that cleaned and provided very minor maintenance to a complete maintenance operation that cares for our building stock in five main areas. - Service Calls: Immediate needs of a facility to maintain the ability to utilize it effectively - Preventive Maintenance: Tasks and items that help reduce service calls, reduce expenses and prolong the life of the asset - Routine Services: Cleaning and minor upkeep (paint, ceiling tiles, lights, etc) that keeps a facility looking professional at all times - Corrective Maintenance: Items discovered preventive maintenance, service calls and regular building surveys - Management Driven. Projects: Special projects, elective improvements to work areas and new construction Facility services is embarking on a process to move from a reactive mode of maintenance to a proactive one. The long -term focus of Facilities has been on handling service calls, routine services and management driven projects, or to state it another way, just handling the problems as they come up. This has led the City to where it is today with buildings needing high levels of maintenance and updates to address functional and aesthetic needs. As a member of the Executive Management Team said, we have plenty of buildings, we just need to take care of them ". Beyond this cover memo you will find a breakdown for each property as it relates to the condition of the building. You will see patterns throughout all reports that highlights the overall lack of preventative maintenance as well as projects that are currently in progress (highlighted in yellow). This report does not include elective improvements to work areas or desired upgrades or remodels by departments. M k 0, "V w i W I This Facility has recently had a new roof installed on the flat section and a compressor replaced in one of its RTU. With that said this building is in need of a total make over and refreshing. Like AD02 the future use of this building should be taken into account wheT evaluating project options. I * Remodel customer service areas to ADA specs * Clean, caulk, and paint, exterior and interior @ Review outlet covers placement and color »«, _«\ exterior OOMMOPIUMMIC" ?22 » «# IMEf » < \�, 11 jIIIIIjl;;lIIllIIl Illirlilpillp, 1111 l»1�1 4 Ceiling the punch Grading at South West corner for water drainage and safety Caulk exterior mr.-TIUMM I =-*- 'E�= � 0 52111 The City Council Chambers are in good shape. Touch up paint inside and out with general freshening up would or IXCT��M * Add Light to rear of buildin * Punch ceiling tile I The Civic Center is in need of heavy punch work and freshening up. While it looks good it is starting to show it's age. Like the Community Center it is a public use facility and is leased out often. Being such it is a representation of the City. * Clean, caulk, and touch up paint exterior, repairing stucco and pointing up mortar as needed * Repair tile floor, vinyl plank floor, rest room partitions, rest room counters, and restroom wall tile, touch up paint interior ,IWO an- Reinstall light fixture at entrance Movable wall maintenance and repair Roof maintenance program and review gutter / downspout details W The Police Department is undergoing a second generation facelift. This should be continued with ©^ upgrade in a few specific areas. SM 1'111 fl I I � 31MIM e Roof maintenance prograrr 0 or Unlike the Police Building the EMS 1 building for Schertz has not seen any 2 nd generation upgrades. It would benefit from a complete redo of the finishes and repair of failed past construction. * Clean, caulk, and touch up paint exterior * Punch exterior lighting Fire Department's Station #1 also was built at the same time and to the same standard as the Police and EMS building. This building is d receive a substantial refinish. p Building 9 has held up well, it is a low traffic building and is »n#### shape. One change that is requested for this building is an addition of 2 drive thru window to better serve the Citizens of Schertz. FOSTA T101 m- No= a Crack seal and stripe parking 11 �, -, ,� _ .. �_� .._ i Public Works is in need of space and will be expanding into 10 Commercial Place, Bld 1 once 27 Commercial Place is remodeled for the Fleet and Facilities Services Group. Final construction plans will be based on this move and how to best serve the needs of the new 31��^ 3M Ml The Visitor Center has a large amount of curb appeal and is a fine old building that has been restored. We need to maintain that restoration. Currently we are under way with a full exterior repair and paint to extend the building .q's life and freshen its appearance. @ Fix soft floor inside building ITA The Senior Center underwent an interior remodel when the Well Me* space was added to the current space. Now is the building is in need of some exterior work MLTJ IT M,- - !; �,. �":"` � iM i ,..� Vii.. �i �� - 1! ! ii 1 !' � ��` ., a � i y This facty is a repurposed FEMA trailer. With this in mind, I would do the exterior fixups and maintain the interior up to livable standards. The future goal of replacement or update of the current living quarters should be considered. • Paint Structural Steel at parking cover • Establish drainage e^» ;fa beneath the trailer * Replace exterior laundry sink * Fix skirtinq and rear screen door .*; Replace front door 3HUMM LA - �106 �-# F III 174-VOTAMMUM yam, is @ Clean exterior and punch Window tinting Lighting software reprogramed Repair parapet wall Punch exterior and interior entrance area 11-11M, KW OMAN Mill I I MISS] iii�il�l I III I \ 07, R—z wo Me » � » ^ \ < #a� = ■f «?f » #= ^� »®,� ? : ^ * © -f =1 <#»2? «�# �f ©f <»�ff ■ »� a f f ■,» 2� 2� » °? , � ^ ■ ■ » # ■m» ��f # Fr � 0.-,] 1 gratell Log in »a I rg I m Po in t up exterior stone Regrade the lot at rear and side of buildini 1. - �-- M MO I IN I @ Seal and strip lot Animal Adoption Center is undergoing a lot • changes. We are working on a number of issues and upgrades to the building to help the Staff do their job efficiently and effectively. ;TZINUMMM"O @ Punch ceiling tile and paint r' The Restroom at the Playscape is due to be installed this fall. It is a prebuilt single piece structure that will be placed on ©e building pad IM TOTA Me TH MINE Rework Park grounds around structure mm�� a 1■5-TRW■ITMOMMU * Clean, point up stone, and paint all small pavilions * Repair and replace as needed all restroom doors and IMOVIUM 100,00 • Point up, repair, and clean stone thru out the pa • Install new basketball goals in large pavilion I 10TENTOWHIMITT-TOWIM r1roff"IMMAM TIFF ma- I; =6 1; � SIR- 3 4'. Fleet and « acilities Services are moving into this building in the near future. We look forward to the redevelopment of the site and remodeling the building. This opportunity will greatly address our current space and facility needs. SWAT is currently in this building and Parks is considering moving into this building as well. With this © mind a design review and plan is in order to address the anticipated needs of these departments. ITZMEM III 1111milmill lip 1 M HIM, AT= ; .1 IT4 Informational only 20B CplV11• OL11"Llu IEd10IU to] 710 RodI City Council Meeting: October 23 2018 Department: City Manager Subject: Update on major projects in progress Background This is the monthly update on large capital projects that are in progress or in the planning process. This update is being provided so Council will be up to date on the progress of these large projects. If Council desires this information to be presented in a different way or desires more information on any project or on projects not on this list, please reach out to staff and that information will be provided if possible. Parks and Recreation: 1. Community Playscape Restroom: Construction has begun on the foundation of the restroom building. The pad site has been excavated and the contractor is now waiting on the weather to clear to being the import of select fill. Once the pad is complete the building will be brought down from the factory, placed on the pad and all utilities will be connected. Depending upon weather, the project should be completed by mid- January. Drainage Projects: 1. East Dietz Creek Desilting: C -3 Environmental was issued the Notice to Proceed for this project on September loth. Due to the significant rains since the start of the project, progress has been limited to this point. C -3 Environmental has started cutting to final grades on the Dietz Road end of the project. Trucking operations to remove export material have not occurred to this point in the project due to the rainfall making the channel impassable to wheeled vehicles. 2. Drainage Maintenance Projects (Concrete Rip -Rap Projects): Since the September 4th City Council meeting when Council approved the rejection of the two bids received for the project, the Engineering and Public Works Departments have continued to work with the design engineer to identify the best strategy to re- advertise the project in a way to encourage more favorable responses. 3. Cameron River Drainage Box: Industrial Construction was selected to complete the project and began work on October lst. Despite the significant rainfall to this point in the month of October, the existing drainage inlet has been removed and the new headwalls are being formed. After the headwalls are poured to form the inlet structure, the elevated sidewalk can be constructed. Facilities Proiects: 1. Recreation Center /YMCA Restrooms: Construction is proceeding well. The project is approximately 70% complete. Rough in electrical, plumbing and HVAC are complete along with fire sprinklers, framing and drywall. Ceramic the is approximately 30% complete. Items with long lead times such as toilet partitions and counter tops were ordered early and delivery dates are confirmed. The project is still on target to be complete by the end of November. 2. Fire Station 3: Building permits have been issued and the construction manager was given a notice to proceed on October 1, 2018. Byrne Construction has mobilized on site, installed their storm water pollution prevention materials and installed their temporary entrance to the property. The barn that was on site has been demolished and an arborist has visited the site, cleaned up the areas around the 3 heritage trees being preserved and tree protection is in place. Utility service and electrical service planning is in progress and final work is being accomplished with the neighboring landowner (CrossVine). Ground breaking has been scheduled for Thursday, November 15 and more information will be provided to Council about that. Engineering Projects: 1. 2018 Street Preservation and Maintenance /Rehabilitation Project: LAN is making final changes to the 1.00% plans for the Randolph Avenue chip seal; the Northcliffe mill and overlay; the Greenfield Village Subdivision chip seal; and the Curtiss Ave chip seal. Based on City Staff review comments, LAN has begun work on the 1.00% reconstruction . plans for Randolph Avenue and Tri- County Parkway. City Staff is working to review the 70% plans for the Lindberg reconstruction. The project team is working with TxDOT on how the Tri - County Parkway and Lindberg projects coordinate with their right -of -way. It is anticipated that the project will go out to bid in the fall of 2018. 2. Corbett Elevated Water Storage Tank: The preliminary plat for the tank site has been approved. The final plat and site plan have been submitted for final approval. City Staff continues working with the final two property owners along Schaefer Road to obtain . waterline easements in order to relocate the existing waterline in Schaefer Road. The Request for Proposal (RFP) for the project was advertised on October 9th and will close on November 9th. City Staff expects to award the project in December with a notice to proceed to follow in late December or early January. 3. Woman Hollering Creek Wastewater Interceptor Main and Lift Station: City Staff met with CobbFendley to provide final review comments on the design documents and CobbFendley is working to make the final changes. City Staff and CobbFendley continue to negotiate with property owners to acquire necessary easements for the project. Four easements have been signed and recorded for the project. CobbFendley is working to complete the City's platting and site plan process for the lift station site. It is anticipated that bidding for the project will take place in the fall or winter of 2018. 4. Pedestrian Routes and Bike Lanes Project: Ford Engineering continues to work on the 90% design documents, including implementing several value engineering options. Partial environmental clearances for the project were given by TxDOT in September. City Staff is bringing a resolution to the October 23rd City Council meeting to gain approval to purchase property from LCRA for the hike and bike trail. TxDOT currently has the project scheduled to let in April of 2019. 5. FM 1103 Bridge Project: No change from September report: Construction continues with the successful demolition of the old bridge structure. As new bridge structural elements are added, lane closures will continue as necessary. TxDOT and its contractors keep City Staff informed of detours and closures so that the City can assist in disseminating the information to the public in a timely fashion. The currently anticipated completion date is June 2019. 6. FM 1103 Improvement Project: No change from September report: Utility relocations are underway (including electric, communications, gas, water, and wastewater). Schertz Public Works is working to acquire easements necessary to relocate some water and wastewater lines that conflict with the planned roadway and drainage improvements. The $2 million contribution to the project committed by the City of Schertz has been paid in full to TxDOT. The target let date for a construction contract is October 2019. 7. FM 1518 Improvement Project: TxDOT has begun the process of acquisition of property needed for the expansion project. Approximately 140 parcels are affected by right of way needs, including 850 square feet of land owned by the City of Schertz (across the front of the existing Sedona Lift Station). In early October, the City made a payment to TxDOT in the amount of $600,565 in accordance with the Council- approved Fixed Price Agreement to contribute funds toward the acquisition of necessary right of way. TxDOT is also continuing to work on a value- engineering phase of the project. Construction is currently expected to begin in 2022. As projects are completed, they will be removed from the document moving forward. Again, please advise if we can provide more, different or better information in this report. Agenda No. 20C 0111 &WOL11"LlusI NU 1 DIU [o7 710 UK] City Council Meeting: October 23, 2018 Department: Subject: • I !' I 1 City Manager's Office Revised 2018 Master Calendar Each year staff drafts a Master Calendar that serves as a planning tool for the upcoming year. Council approved the 2018 . Master Calendar at the November 14, 2017 Council meeting. Since the approval, the following changes have been made to the Master Calendar: • Animal Care Services Advisory Committee — Going forward, the meetings will continue to meet on a quarterly basis but will now be on the first Wednesdays of the quarter. The meeting time will now begin at 6:00 pm in the Council Chambers Conference Room. The last meeting in 2018 is scheduled for November 7. Going forward, this committee will meet quarterly on the first Wednesdays of the following months: February, May, August and November. ATTACHMENTS Revised 2018 Master Calendar /Council Boards and Commissions City of Schertz Master Calendar 2018 2 Texas Independence Day 3 Wilenchik Walk for Life 11 Daylight Savings Begins 12 -16 SCUCISD Spring Break 17 St. Patrick's Day 17 Concert in the Park 20 Employee Remembrance Day 20 Spring Begins 25 Palm Sunday 30 Mar. - 7 Apr. Passover 30 Good Friday MARCH M T' W T F S '<2 t{ i�, 2 : 3:: i1 � 7�+ 4 :+ 8,�.i`. 6 7 ..8 g 10 11 12 93 1) ', P &Z Comm JANUARY FEBRUARY S M T W T F S S M T W T F S 8 Trail Rider Lunch 1 New Years Day (office closed)y}( 17 I;, 6��, 23 2 3 14 Valentines Day 15 MILK Holiday (office closed) 7 ' 3 «° s' 11 1z 13 4 6 s 9 10 14 Ash Wednesday 14 15 16 tr, 18 19 20 11 12 13 ) a 15 ! 16 17 16 Chinese New Year (Year of the Dog) 21 i 22 i' 2a 2s 27 18 19 20 ) „��i {3t 23 24 19 Presidents Day Holiday (office closed) 28 29 30 31 25 2, ' 2 24 Selma - Schertz 5K Run 2 Texas Independence Day 3 Wilenchik Walk for Life 11 Daylight Savings Begins 12 -16 SCUCISD Spring Break 17 St. Patrick's Day 17 Concert in the Park 20 Employee Remembrance Day 20 Spring Begins 25 Palm Sunday 30 Mar. - 7 Apr. Passover 30 Good Friday MARCH M T' W T F S '<2 t{ i�, 2 : 3:: i1 � 7�+ 4 :+ 8,�.i`. 6 7 ..8 g 10 11 12 93 1) ', 1 Easter 8 Movin on Main 19 Community Volunteer Fair 21 Community Shred Day 21 Movie in the Park 19 -29 Fiesta Weeks 25 Administrative Professionals' Day MAY JUNE 3 Schertz Sweetheart Coronation S -MT W T F S 'f S M T W T F S !' 9 Movie in the Park 5 Concert in the Park 1 2 1M 4 5 1 2 14 Flag Day 13 Mother's Day 6 �z �t' 8 10 11 12 3, 5 6 8 9 17 Father's Day 15 May - 14 June Ramadan 13 14 15 tt t 17 18 19 10 11 12 14 15 16 21 Summer Begins 19 Armed Forces Day 20 2'{(.','. 2z „1£� # #i; 25 26 17 18 19` 21 22 23 28 Memorial Day Holiday (office closed) 27 2 30 31 2a 2,�1 ) ` w6'rt�� 2s 30 4 Independence Day (office closed) 21 Movie in the Park 3 Labor Day Holiday (office closed) 9 -11 Rosh Hashanah 11 Patriot Day 15 SchertzQ 18 -19 Yom Kippur 19 -23 Comal County Fair 22 Autumn Begins 2 Hal Baldwin Golf Tournament 2 Movie in the Park 4 Daylight Savings Time Ends 6 Election Day 11 Veterans Day (office closed Nov. 12) 22 Thanksgiving (offices closed Nov. 22 & 23) SCUCiSD Hoiidays are in red S M s T W T F Ss' 1 ,tz,i: 3 4, 5 8 ' _,' 7 PfJX 9 10 11 12 13 14 15 16 17 18 19 20 21 t�ttt`kr,r 24 25 26 27 28 29 30 ( 31 NOVEMBER�� S: M T, W ..........T F S 2 3 4 ;r- 6 8 9 10 11 12 13 1� �� ' 1 ,,, 16 17 18 19 20 21 22 23 24 25 'i 2;�. 27 28 j 29 30 Council Meeting Council on the Go Meeting or Retreat City Holidays (office closed) SSLGC Animal Services Advisory Committee ** *Dates are subject to change. Check www.schertz.com for updated information * ** Revised 10.23.18 4 Movie in the Park 2 Texas National Night Out 8 Columbus Day Holiday (office closed) 9 -12 Annual TML Conf. - Ft. Worth 11 -14 Guadalupe County Fair 16 Boss's Day 27 Trunk or Treat 31 Halloween 1 Festival of Angels 2 -10 Hanukkah 8 Movie in the Park 21 Winter Begins 25 Christmas Day (office closed Dec. 24 & 25) 26 Dec. -1 Jan. Kwanzaa 31 New Years Eve (office closed) P &Z Comm Trans Safety Adv Comm Library Adv Bd 15 I6 17 18' 19 20 23 24 1 Easter 8 Movin on Main 19 Community Volunteer Fair 21 Community Shred Day 21 Movie in the Park 19 -29 Fiesta Weeks 25 Administrative Professionals' Day MAY JUNE 3 Schertz Sweetheart Coronation S -MT W T F S 'f S M T W T F S !' 9 Movie in the Park 5 Concert in the Park 1 2 1M 4 5 1 2 14 Flag Day 13 Mother's Day 6 �z �t' 8 10 11 12 3, 5 6 8 9 17 Father's Day 15 May - 14 June Ramadan 13 14 15 tt t 17 18 19 10 11 12 14 15 16 21 Summer Begins 19 Armed Forces Day 20 2'{(.','. 2z „1£� # #i; 25 26 17 18 19` 21 22 23 28 Memorial Day Holiday (office closed) 27 2 30 31 2a 2,�1 ) ` w6'rt�� 2s 30 4 Independence Day (office closed) 21 Movie in the Park 3 Labor Day Holiday (office closed) 9 -11 Rosh Hashanah 11 Patriot Day 15 SchertzQ 18 -19 Yom Kippur 19 -23 Comal County Fair 22 Autumn Begins 2 Hal Baldwin Golf Tournament 2 Movie in the Park 4 Daylight Savings Time Ends 6 Election Day 11 Veterans Day (office closed Nov. 12) 22 Thanksgiving (offices closed Nov. 22 & 23) SCUCiSD Hoiidays are in red S M s T W T F Ss' 1 ,tz,i: 3 4, 5 8 ' _,' 7 PfJX 9 10 11 12 13 14 15 16 17 18 19 20 21 t�ttt`kr,r 24 25 26 27 28 29 30 ( 31 NOVEMBER�� S: M T, W ..........T F S 2 3 4 ;r- 6 8 9 10 11 12 13 1� �� ' 1 ,,, 16 17 18 19 20 21 22 23 24 25 'i 2;�. 27 28 j 29 30 Council Meeting Council on the Go Meeting or Retreat City Holidays (office closed) SSLGC Animal Services Advisory Committee ** *Dates are subject to change. Check www.schertz.com for updated information * ** Revised 10.23.18 4 Movie in the Park 2 Texas National Night Out 8 Columbus Day Holiday (office closed) 9 -12 Annual TML Conf. - Ft. Worth 11 -14 Guadalupe County Fair 16 Boss's Day 27 Trunk or Treat 31 Halloween 1 Festival of Angels 2 -10 Hanukkah 8 Movie in the Park 21 Winter Begins 25 Christmas Day (office closed Dec. 24 & 25) 26 Dec. -1 Jan. Kwanzaa 31 New Years Eve (office closed) P &Z Comm Trans Safety Adv Comm Library Adv Bd Board of Adjustments Econ Dev Corp Parks & Recreation Adv Board X11 "" `llCVLGC Historical Preservation Comm TIRZ Board ,' u) Committee of Committees Advisory Board 2018 CouncilBoards /Commissions A=907 ', Ti [T-T t~? Day: 1St 2 "d and 4" Tuesdays of the month (see calendar for proposed cancelled meetings) Time: 6:00 pm Location: Council Chambers NOTE: On the Tuesday of the following months, Council will hold "Council on the Go" meetings (locations TBD): February 20th, April 17tH May 29th Board of Adjustments Day: 4th Monday of the month Time: 6:00 pm Location: Council Chambers NOTE: During the following months, BOA will meet on the following date: May 21 st (the 3rd Monday) December 17th (the 3rd Monday) Economic Development Corporation Day: 4th Thursday of the month Time: 6:00 pm Location: Council Chambers NOTE: During the following months, EDC will meet on the following date: November 15th (the 3rd Thursday) December 13th (the 2nd Thursday) Library Advisory Board Day: 1St Monday of the month Time: 6:30 pm Location: Library - Meeting Room 1 NOTE: There will be no meeting in July During the following months, the Library Board will meet on the following date: January 8th (the 2nd Monday) September 10th (the 2nd Monday) Parks & Recreation Advisory Board Day: 4th Monday of the month Time: 5:30 pm Location: Bob Andrews Conference Room NOTE: During the following months, the Parks Board will meet on the following date: May 21 st (the 3rd Monday) December 17th (the 3rd Monday) Planning and Zoning Day: 2 "d and 4th Wednesdays of the month Time: 6:00 pm Location: Council Chambers NOTE: During November and December, P &Z only meets once a month: November 14th (the 2nd Wednesday) December 12th (the 2nd Wednesday) Transportation Safety Advisory Commission Day: 1St Thursday of the month Time: 5:30 pm Location: Council Chambers Conference Room NOTE: There will be no meeting in July or December Committee of Committees Advisory Board Day: Quarterly on the 3rd Wednesday of the month: September 19th and December 19th Time: 3:00 pm Location: Council Chambers Conference Room Historical Preservation Committee Day: Quarterly on the 4th Thursday of the month: January 25th, April 26th, July 26th and October 25th Time: 6:30 pm Location: Bob Andrews Conference Room fim:. .' Day: Meets on the 2nd Tuesdays for the following months: February 13th, April 10th, July 10th and October Stn Time: 4:00 pm Location: Bob Andrews Conference Room Animal Services Advisory Committee Day: Meets on the first Wednesdays for the following months: February, May, August and November Time: 6:00 pm Location: Council Chambers Conference Room Schertz- Sequin Local Government Corporation Day: 3rd Thursday of the month Time: 1:30 pm Location: SSLGC Admin. Office Building — 108 W. Mountain Street, Seguin TX 78155 Cibolo Vallev Local Government Corporation Day: 4th Thursday of the month Time: 9:00 am Location: Alternates between Schertz & Cibolo — contact Angie Kleinschmidt akleinschmidt@seguintexas.gov NOTE: There will be no meeting in November During the following months, CVLGC will meet on the following date: May 23rd or 24th —joint meeting with cities of Cibolo and Schertz (5:30 or 6:30 pm start time) December 6th (the 1st Thursday) CITY COUNCIL MEMORANDUM City Council Meeting: Department: Subject: C• � 1 The award - winning larger scale Trunk or Treat event is back for the 3rd year with the same fun and activities for all to enjoy. The event will take place on Saturday October 27 from 5 -8 pm at Pickrell Park. Agenda No. 20D Information Only October 23, 2018 Parks & Recreation Trunk or Treat Event Update Last year's attendance was around 3,500 and we expect the same crowds this year. Staff has been busy planning and fine- tuning the event so we can provide the best visitor experience possible and make sure lines move more quickly. This event is made possible by participation from the Schertz Parks & Recreation Department, the Schertz Public Affairs Department, Schertz Fire Rescue, Schertz EMS, Schertz PD, and the Schertz Family YMCA. Please note the movie that was previously scheduled with this event has been moved to a different date due to the need for more trick or treating time. Agenda No. 20E [0 V &WO 11"Llus 1WU 1110 [17 710 111101 City Council Meeting: October 23, 2018 Department: Subject: ffG !'1 1 City Manager's Office Parking in Front of Mailboxes In Schertz, parking in front of a mailbox is legal as long as cars are allowed to park on a public street. The mail carrier /courier will deliver mail as long as there is no obstruction in front of a mailbox. If the mail carrier is not able to deliver mail or must dismount to deliver mail, a formal note is placed in the mailbox informing the mail recipient of mail delivery requirements (exhibit A). Several formal attempts will be made to communicate the importance of not having an obstruction in front of a mailbox. Should a mail carrier continually not be able to deliver mail, withdraw of mail delivery may be approved by the postmaster. A formal document is placed in the mailbox informing individuals or businesses that mail delivery is stopped until a correction is made and the obstruction is removed. Schertz PD have not received any complaints on Mailbox obstruction due to parking on City Public Roads. References: Postal Operations Manual — 6 Delivery Services §632.14 Approach to Mailbox Discussed in TSAC meetings: 08/02/2018 Initial Discussion 09/06/2018 — Discussion, Item closed Internal TSAC meetings: 07/31/2018 — Contacted Mailman (Obtained exhibit) 8/28/201.8 — Item Closed ATTACHMENTS Notice from Post Office zF m m m i t s� < O _ R� p Q 0 C7 (D O 'O (D O O , 'a) O p n (n f' co ` p 0 N Z3 c0 (D A� C ® Lm p o n F- (D fn — (D Ca CD ill Ca (D -3. (D 0 � (D � W co (D 3 (D rr O (D .:::r CL ° O D n 00 p) 0 .+* � -+(Q :. W (D (D o `o CD % �r4 W O g -u d' cr I CD CD C' .CS 3A� cQ �' Jo— Jo Zy — W CD a- o- < O ; I i I O�3D= < iO3 .C(D 5.. 1 O (D O p p C CD ; • p `C p C (D -- O• ro Cr (D -0 W 3 a c a CD 5-0 O(D Q i$ I C, (D (D (n M O O O :3 -n o cD (OD, Cs O n 0 (D CD 3 p O (n =a CD + O (<D o CL �� (D paxxp. m . (D m „Cn. Cn (D (D o �. I Informational Only — 20F CITY COUNCIL MEMORANDUM City Council Meeting: October 23, 2018 Department: Subject: No pending information items requested. Management Pending Informational item status Workshop Summary A CITY COUNCIL MEMORANDUM City Council Meeting: October 23, 2018 Department: Animal Services Discussion and update regarding the Schertz Animal Adoption Center At the City of Schertz regular City Council meeting on September 11, City staff gave an update related to several serious concerns about the condition and operations of the Schertz Animal Adoption Center. The presentation covered the reorganization of Animal Services into the Police Department and a look into the concerns that had been raised by residents and visitors to the Center. These included treatment of unhealthy animals, appropriate use of veterinary care, unsanitary conditions and lack of cleanliness and the recognition and treatment of sick animals. Additionally, staff reported on intake procedures, partnerships with local communities, recent improvements in equipment availability for Animal Control Officers safety and proper procedures in the field and changes in how the Animal Adoption Center is cleaned. Staff also presented data on animal outcomes including adoptions, use of rescue organizations, animal deaths in custody and animals that have been euthanized. Animal Services staff have continued to work on processes, procedures and operations to improve the appearance, functionality and care of animals in our custody. In addition to updates on the topics discussed in September, staff will present information on the costs and time it takes to appropriately clean the animal kennel areas of the facility and provide an adoption fee comparison to other communities in our region and updates on building needs and repairs. Staff will also report on improved community involvement efforts, upcoming participation in community events and current staffing levels and needs. Workshop Summary B CITY COUNCIL MEMORANDUM City Council Meeting: October 23, 2018 Department: Public Works Discussion regarding Recycling In early 2017, City staff began discussions with Bexar Waste and several residents on making changes to the processes involved in our solid waste collection. Bexar Waste desired to see a larger percentage of our waste being diverted from landfills (recycling). Residents had concerns about frequency of pickup being consistent for all citizens and about increased ability to recycle. Shortly after these processes began, staff was fortunate to have the ability to work with a group of MBA students at the University of Incarnate Word who choose to do their final project on improving our solid waste diversion. The report from UIW was delivered in late May, 2017 at the same time the City was being notified of Bexar Waste's intention to sell their business to Republic Services. With this change, staff discussed with Republic Services early on about the need to increase our solid waste diversion but agreed to wait for several months to enable Republic Services to work their way through the processes of changing over solid waste vendors. In the summer of 2018, Republic Services sat down with City staff to begin discussions on how to place a more significant emphasis on recycling and to provide the necessary equipment to enable Schertz residents the ability and capacity to adopt these changes. Based upon the UIW report, their references and Republic Services' experience, we have begun to develop a plan. Discussions are that this plan include but not be limited to the following: • All residents would have once a week pickup of trash • All residents would have once a week pickup of recyclables • All residents would be provided a 96 gallon trash bin and a 96 gallon recycling bin • Republic Services and the City would provide education to help everyone understand why recycling is important and how it impacts solid waste collection rates going forward Staff is still working with Republic Services on the impact to current rates of implementing this new plan. Republic Services will have a significant capital expense to acquire the recycling and trash bins as well as adjusting pickup schedules to accomplish the pickups each week across the City. Staff is not prepared to discuss the costs of moving to such a plan, however staff would like to have a discussion with Council on this proposed plan to insure we are moving in an appropriate direction. Workshop C CITY COUNCIL MEMORANDUM City Council Meeting: October 23, 2018 Department: Mayor /Council Subject: Discussion and possible action with regard to the FY 2018 -2019 City of Schertz Tax Rate, FY 2018 -2019 City of Schertz Budget, Fiscal Policy and long -term spending and budgeting goals of the City. At the City Council meeting of September 11, 2018, Mayor Carpenter provided a document with City Tax Rate information for years FY 2018 -2019 through FY 2022 -2023 with possible corresponding actions. (Document attached) FISCAL IMPACT None RECOMMENDATION Staff recommends Mayor and Council discuss the attached document, deliberate and take possible action. ATTACHMENTS FY2018 -2019 through FY2022 -2013 with corresponding actions. C) V O t? 00 N O N O LT r, 00 O Ui O PT O Lr) 0 i ) > o ai > °i v E m- - m m c a a a Q v �= O N qj U o 3 E O a) v) O ai O ) Y' +'�+ N C •'� U Y U t ;Y 3 v U E c v f6 ,O m U a ca Q`�1 d L6 C C O O aci Y U O N a) E i a) a c O @ O 70 O. 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F v LO U U Workshop D CITY COUNCIL MEMORANDUM City Council Meeting: October 23, 2018 Department: Subject: BACKGROUND Civic Center Discussion regarding the cost of Civic Center Operations At the September 11, 2018 City Council meeting, Council approved Resolution 18-R -126, which ratified the property tax increase reflected in the Adopted Budget for FY 2018 -19. The approved tax rate of $0.5146 allows for $870,000 in additional funding for the City's maintenance and operations. Most of the funding (approximately $700,000 or 81 %) from this tax increase has been allocated for funding on maintenance of streets /sidewalks, parks maintenance and building maintenance. During these budget discussions, Council expressed the desire for staff to review current programs to not only evaluate operations for efficiency improvements and cost savings but to perform an analysis as to the value to program brings to the community versus the amount the City subsidizes to keep the program. The cost of the Civic Center operations is the first in a series of programs staff is bringing forward for discussion. For Council's reference, staff has included several slides from the presentation that will be given on Tuesday night. More explanation and discussion will be provided during the presentation. ATTACHMENTS Slides from "Cost of Civic Center Operations" presentation History of the Civic &Community Centers - Community Center was built in 1977 and has been used for various community /recreational events and is currently used for event rental space, office space for Parks staff and Homes for Pets office. - North Center was built in 1979 and purchased by the City for $10.00 in February of 2006. This building was originally used as a Volunteer Fire Station until the City purchased it and it was converted into rental and storage space. - Civic Center was built in 2006 as part of a CO bond from 2004. The facility cost $3 million to build and is currently being used for rental space and office space by Public Affairs staff. Civic Center Division - Civic Center Manager (1) - Manages and oversees the operations and services of Civic &Community Ce me rs - Civic Center Coordinator (1) - Responsible for the coordination of Civic &Community Center events and - Event Attendant (4 — 3FT /1PT) - Prepares all rental facilities for events and monitors events to ensure guest satisfaction. Responsible for cleaning and upkeep of facilities. - Created in 2016 - Cleaning Contract 0 a Ah a Ah 1 Community Center - $40,132.50 North Center - $25,557.50 Civic Center - $194,226.75 - Ballroom - Bluebonnet Hall Capital Recovery Fee - $11,535 Total = $259,916.75 *Based on conservative budget projections Community FY 2018-19 Budgeted* 111 North 111 - Civic Center - $197,000 Ballroom Bluebonnet - Capital Recovery Fee - $7,f5O4 - Total= $262,500 Revenues by fiscal year MINE= Immmuffim "Mmummm mommm mm 2013-14 2014-15 2015-16 2016-17 2017-18 m Civic Center North Center w, CCC Operation Costs (what are the big categories ?) FY 2018 -19 Budgeted Expenses — $425,605 - Salaries - $290,170 - OT — $91600 - Utilities - $51,350 - Gas /Electric - Water - Advertising - $11,.200 - Staff Support - $5,135 - Operating supplies - $6,150 - Operating Equipment - $32,.000 - Cleaning Contract - $20,000* - Building Maintenance/Repairs (unknown cost - Building Remodel/refresh (no budget) i