Ord 2022-097/Authorizing the issuance of the city special assessment revenue bond series 2022 Whisper S. PID Approving and Authorizing an Indenture of trustA bond purchase agreement an offering Memo

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hereby authorized and approved in substantially final form attached hereto as Exhibit D and incorporated herein as a part hereof for all purposes and the City Manager of the City is hereby authorized and directed to execute and deliver such Continuing Disclosure Agreement with such changes as may be required to carry out the purpose of this Ordinance and approved by the City Manager, such approval to be evidenced by the execution thereof. Section 7. Agreement Regarding Waiver of Right of Redemption and Waiver of Agricultural Valuation. The Agreement Regarding Waiver of Right of Redemption and Waiver of Agricultural Valuation (the 'Redemption and Waiver Agreement") between the City, Harris Hill Residential Land Holdings, LTD. a Texas limited partnership, and Harris Hill Commercial Land Holdings, LTD., a Texas limited partnership, (each as defined in the Redemption and Waiver Agreement) and UMB Bank, N.A., as escrow agent, is hereby authorized and approved in substantially final form attached hereto as Exhibit E and incorporated herein as a part hereof for all purposes and the City Manager of the City is hereby authorized and directed to execute and deliver such Redemption and Waiver Agreement with such changes as may be required to carry out the purpose of this Ordinance and approved by the City Manager, such approval to be evidenced by the execution thereof. Section 8. Financing Agreement. The Financing Agreement (the "Financing Agreement") between the City, Harris Hill Residential Land Holding, LTD, a Texas limited partnership and Harris Hill Commercial Land Holdings, LTD., a Texas limited partnership, (each as defined in the Financing Agreement) is hereby authorized and approved in substantially final form attached hereto as Exhibit F and incorporated herein as a part hereof for all purposes and the City Manager of the City is hereby authorized and directed to execute and deliver such Financing Agreement with such changes as may be required to carry out the purpose of this Ordinance and approved by the City Manager, such approval to be evidenced by the execution thereof. Section 9. Construction, Funding, And Acquisition Agreement. The Whisper South Public Improvement District Construction, Funding, And Acquisition Agreement (the "Construction Funding Agreement") between the City, Harris Hill Residential Land Holdings, LTD. a Texas limited partnership, and Harris Hill Commercial Land Holdings, LTD., a Texas limited partnership, (each as defined in the Construction Funding Agreement), is hereby authorized and approved in substantially final form attached hereto as Exhibit G and incorporated herein as a part hereof for all purposes and the City Manager of the City is hereby authorized and directed to execute and deliver such Construction Funding Agreement with such changes as may be required to carry out the purpose of this Ordinance and approved by the City Manager, such approval to be evidenced by the execution thereof. Section 10. Additional Actions. The Mayor, the Mayor Pro Tem, the City Manager and the City Clerk are hereby authorized and directed to take any and all actions on behalf of the City necessary or desirable to carry out the intent and purposes of this Ordinance and to issue the Bonds in accordance with the terms of this Ordinance. The Mayor, the Mayor Pro Tem, the City Manager and the City Clerk are hereby authorized and directed to execute and deliver any and all certificates, agreements, notices, instruction letters, requisitions, and other documents which may be necessary or advisable in connection with the sale, issuance and delivery of the Bonds and the carrying out of the purposes and intent of this Ordinance.