HomeMy WebLinkAboutRes 18-25 Approving Texas Water Development Board Financing Agreement TOWN OF WESTLAKE
RESOLUTION NO. 18-25
RESOLUTION APPROVING THE EXECUTION AND DELIVERY OF A FINANCING
AGREEMENT WITH THE TEXAS WATER DEVELOPMENT BOARD REGARDING
THE ISSUANCE OF CERTIFICATES OF OBLIGATION BY THE TOWN FOR
WATER SYSTEM IMPROVEMENTS AND RELATED ISSUANCE COSTS, AND
APPROVING THE OBLIGATIONS OF THE TOWN WITH RESPECT TO SUCH
AGREEMENT; AND RESOLVING OTHER MATTERS RELATING TO THE
SUBJECT
WHEREAS, the Town of Westlake, Texas (the "Town") has received a commitment
from the Texas Water Development Board ("TWDB") pursuant to which TWDB agrees to loan
$2,100,000 to the Town (the "Loan"), as evidenced by the issuance of the Town's certificates of
obligation to be sold to TWDB, to fund costs related to acquiring, constructing, installing and
equipping improvements to the Town's water system, including a water transmission line;
WHEREAS, TWDB has presented to the Town a financing agreement (the "Financing
Agreement") in connection with the Loan, in which the Town agrees to certain conditions with
respect to the Loan, including the payment by the Town to TWDB of termination fees and
expenses if certain specified events occur or do not occur;
WHEREAS, this Town Council hereby finds and determines that it is a public benefit to
and in the best interests of the Town and its residents to enter into the Financing Agreement in
order to obtain the Loan to fund needed improvements and additions to the Town's water supply
system; and
WHEREAS, it is hereby officially found and determined that the meeting at which this
Resolution was passed, was open to the public and public notice of the time, place, and purpose
of said meeting was given, all as required by Chapter 551, Texas Government Code.
THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN
OF WESTLAKE, TEXAS:
SECTION 1: That, all matters stated in the Recitals hereinabove are found to be true and
correct and are incorporated herein by reference as if copied in their entirety.
SECTION 2: The Financing Agreement, Attachment "A", in substantially the form
presented at this meeting, is hereby approved and the Town Manager of the Town is hereby
authorized and directed to execute and deliver the Financing Agreement.
SECTION 3: The Town hereby designates the Water and Wastewater Fund for payment
of the amounts set forth in the Financing Agreement that may become due as described in the
Financing Agreement. Until such time as the obligations of the Town under the Financing
Resolution 18-25
Page 1 of 2
Agreement have terminated, such funds are hereby appropriated, budgeted and reserved for such
purposes.
SECTION 4: The Town Manager and Public Works Director of the Town, and each of
them, shall be and they are hereby expressly authorized, empowered and directed from time to
time and at any time to do and perform all such acts and things and to take such actions and to
execute and deliver in the name and on behalf of the Town all other instruments, whether or not
herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions
of this Resolution.
SECTION 5: That this resolution shall become effective from and after its date of
passage.
PASSED AND APPROVED ON THIS 15TH DAY OF AUGUST, 2018.
ATTEST: � ,{� j
Laura L. Wheat, Mayor
.
FA
Kelily EdwaAls, Town Secretary Thomas E. Brymer, Town n
APPROVED AS TO FORM: 1IEST�
O
L. Stanton Lowry, Town Attorney
TEMP
Resolution 18-25
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FINANCING AGREEMENT
This FINANCING AGREEMENT (Agreement) is entered into between the TEXAS WATER
DEVELOPMENT BOARD (TWDB), an agency of the State of Texas, and the Town of Westlake
(Borrower). The TWDB and the Borrower may be referred to as the "Parties" in this
Agreement.
RECITALS
WHEREAS, the TWDB adopted Resolution No. 18-087 (Attachment A, referred to as
the Resolution) on July 26, 2018, making a commitment to the Borrower for financial
assistance in the amount of$2,100,000 from the State Water Implementation Revenue
Fund for Texas (SWIRFT) administered by the TWDB; and
WHEREAS,through this Agreement, the Borrower intends to sell to the TWDB the
Borrower's $2,100,000 Town of Westlake,Texas Combination Tax and Surplus Revenue
Certificates of Obligation, Proposed Series 2018 (Borrower Bonds) for the TWDB's financial
assistance from the SWIRFT, as further described in Attachment B; and
WHEREAS, the SWIRFT is funded, in part,with proceeds of the expected issuance of
TWDB's revenue bonds (SWIRFT Bonds), issued under authority of Texas Water Code §§
15.472 and 15.475, and Texas Constitution,Article III, Section 49-d-13; and
WHEREAS, the SWIRFT Bonds are additionally secured by money made available
under the terms of a bond enhancement agreement executed under authority of Texas
Water Code §§ 15.434 and 15.435, and Texas Constitution,Article III, Section 49-d-12; and
WHEREAS, the SWIRFT is funded, in part,with money received as repayment of
financial assistance provided from the SWIRFT,under Texas Water Code § 15.472,which is
used to pay the principal and interest on the SWIRFT Bonds, under Texas Water Code §
15.474, and Texas Constitution,Article III, Section 49-d-13(d) and (f); and
WHEREAS, the Resolution provides that funding the commitment is contingent on
future sales of SWIRFT Bonds designated by the TWDB; and
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WHEREAS,the TWDB intends to provide financial assistance from the SWIRFT to
the Borrower with proceeds of SWIRFT Bonds designated by the TWDB; and
WHEREAS, the TWDB and the Borrower desire to enter into this Agreement to set
forth the obligations of the Parties with respect to the TWDB providing financial assistance
to the Borrower consistent with the desire of the TWDB to issue SWIRFT Bonds to provide
money for the SWIRFT.
NOW, THEREFORE, for and in consideration of the promises and the mutual
covenants contained in this Agreement,the TWDB and the Borrower agree as follows:
AGREEMENT
SECTION 1. MUTUAL COMMITMENTS. As further described in the Resolution, the TWDB
committed to the Borrower and the Borrower hereby commits to borrow from the TWDB an
amount not to exceed $2,100,000 from the SWIRFT to be evidenced by the issuance and
delivery of Borrower Bonds to the TWDB consistent with the terms and conditions described
in this Agreement,Attachment A,Attachment B, and Attachment C.
SECTION 2. TRANSACTION SCHEDULE AND PRICING. By execution of this Agreement, the
Borrower acknowledges and represents that it has a current need for financial assistance
from the TWDB and shall take all necessary steps to issue and deliver the Borrower Bonds
to evidence the commitment described in Section 1. The Borrower further acknowledges
and understands that the TWDB is entering into this Agreement for the sole purpose of
issuing SWIRFT Bonds to fund the TWDB commitment described in the Resolution and in
this Agreement. The Borrower acknowledges that the SWIRFT bonds, the subject of this
Agreement, are being issued for the purpose of funding the Borrower's requested financial
assistance.
With respect to the Borrower Bonds and the SWIRFT Bonds, the Parties agree to
structure such public securities in a manner that will allow for substantially similar terms,
redemption provisions,and related matters to allow the TWDB to timely pay the debt service
on the SWIRFT Bonds. The foregoing notwithstanding, the TWDB consents to early
redemption, or prepayment of the Borrower Bonds, as provided for in this Agreement and
the Resolution.The Borrower Bonds may be prepaid by the Borrower on any date beginning
on or after the first scheduled interest payment date that occurs no earlier than 10 years
from the dated date of the Borrower Bonds.To confirm the terms of the Borrower Bonds and
SWIRFT Bonds, the Borrower shall execute this Agreement.
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In order to mutually assure the performance of the Parties under this Agreement,the
Parties agree that the issuance and delivery of the SWIRFT Bonds and the issuance and
delivery of the Borrower Bonds to TWDB shall occur not more than fifty (50) days apart as
reflected in Attachment C. Notwithstanding the foregoing, it is the intent and expectation of
the Parties that the TWDB issue and deliver its SWIRFT Bonds approximately twenty-three
(23) days after execution of the TWDB's Bond Purchase Agreement or such date as may be
mutually agreed to in Attachment C.
SECTION 3. BINDING COMMITMENT. The TWDB agrees to take all necessary steps to issue
the SWIRFT Bonds for the purposes described in this Agreement and in the Resolution upon
receipt of this Agreement, which shall be signed and delivered by the Borrower to the
Executive Administrator of the TWDB at least thirteen (13) days prior to the initiation of the
pricing of the SWIRFT Bonds,as set forth in Attachment C. The Borrower acknowledges that
the schedule provided in Attachment C is a best estimate by the TWDB and is subject to
change by the TWDB. The TWDB expressly reserves the right to modify Attachment C at any
time and shall provide the Borrower with an updated Attachment C as soon as practicable
upon any modifications; provided that if such modification of Attachment C occurs prior to
the initiation of pricing of the SWIRFT Bonds and such modification results in an earlier
scheduled pricing date, no such modification of Attachment C may result in the Borrower
having fewer than five (5) days between the receipt of the modified schedule and the TWDB
posting the Preliminary Official Statement for the SWIRFT Bonds.
SECTION 4. TERMINATION &BREACH OF AGREEMENT.
A. The Parties agree that the Borrower may terminate this Agreement in writing at any
time prior to seven (7) days before the initiation of the pricing of the SWIRFT Bonds,
as set forth in Attachment C,with no penalty.
B. The Borrower understands and agrees that the Borrower may terminate this
Agreement in writing between six (6) days and four (4) days prior to the initiation of
the pricing of the SWIRFT Bonds (currently estimated to occur on September 17,
2018) as set forth in Attachment C, provided the Borrower agrees to reimburse the
TWDB from lawfully available funds of the Borrower for its proportional share of
transaction costs incurred by the TWDB, such as, but not limited to, any fees or costs
related to any rating agency,financial advisor,legal counsel, or other similar party or
related costs pertaining to the SWIRFT Bonds in an amount not to exceed $2,095
(Transaction Cost Payment). The Borrower shall be obligated to pay such costs to the
TWDB no later than March 1, 2019.
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C. The Borrower understands and agrees that the Borrower may terminate this
Agreement in writing within three (3) days prior to the initiation of the pricing of the
SWIRFT Bonds as set forth in Attachment C and no later than 9:00 am Central
Standard Time on the day before the TWDB Bond Pricing, provided the Borrower
agrees to pay 1.0 percent of the amount of the commitment authorized in Section 1 of
this Agreement to the TWDB (Pre-pricing Termination Payment), and additionally
shall reimburse the TWDB from lawfully available funds of the Borrower its
Transaction Cost Payment. The Borrower shall be obligated to pay such costs to the
TWDB no later than March 1, 2019. The Borrower understands and agrees that
termination under this section will result in a total penalty amount of$23,095.
D. The Borrower understands and agrees that TWDB would suffer and incur severe and
irreparable damages if the Borrower Bonds are not issued and delivered. If Borrower
fails to issue the Borrower Bonds by the date specified in Attachment C, as
contemplated in this Agreement, it shall be a breach of this Agreement and the
Borrower shall pay, from lawfully available funds of the Borrower, a "Post-pricing
Termination Payment"to the TWDB. The Post-pricing Termination Payment shall be
an amount equal to 5.0 percent of the amount of the commitment authorized in
Section 1 of this Agreement. The Borrower shall be obligated to pay the Post-pricing
Termination Payment to the TWDB no later than March 1, 2019. The Borrower shall
also reimburse the TWDB from lawfully available funds of the Borrower, its
Transaction Cost Payment, plus Borrower's proportional share of the underwriters'
discount, no later than March 1, 2019. The Borrower understands and agrees that
failure by the Borrower to issue Borrower Bonds by the date specificed in Attachment
C, will result in a total penalty amount pursuant to this section not to exceed
$116,598.
SECTION 5.AMORTIZATION STRUCTURE. The Borrower shall provide the TWDB a maturity
schedule in the form set forth in Attachment B at the time of execution of this Agreement.A
final amortization structure will be required at least seven (7) days before the initiation of
pricing of the SWIRFT Bonds in accordance with the provisions of this Agreement. The par
amount included in Attachment B may be revised downward, subject to approval by the
Executive Administrator of the TWDB, at any time prior to the seventh (7th) day before the
initiation of pricing of the SWIRFT Bonds with no penalty.
SECTION 6. CONTINGENCIES.
A. The Parties agree that the TWDB's obligation to purchase the Borrower's securities
with the SWIRFT is contingent upon the TWDB receiving all legally required
approvals for the issuance of the SWIRFT Bonds, from the Legislative Budget Board,
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the Bond Review Bord, and the Texas Attorney General. The TWDB's obligation to
purchase the Borrower's securities with the SWIRFT is also contingent upon the
purchase and delivery of the SWIRFT Bond proceeds by the underwriters pursuant
to the Bond Purchase Agreement relating to the SWIRFT Bonds.
Accordingly,if any contingency described in the preceding paragraph above is unmet,
the TWDB, upon delivery of written notice thereof to the Borrower, may extend or
terminate this Agreement together with all of its obligations and duties hereunder
without incurring any cost, fee, or penalty for either the TWDB or the Borrower.
B. The Parties agree that the Borrower's obligation to issue and deliver the Borrower
Bonds is contingent upon approval by the Texas Attorney General of the Borrower
Bonds. The Borrower agrees to use its best efforts to obtain approval by the Texas
Attorney General of the Borrower Bonds to satisfy the closing requirements set forth
in Section 2 of this Agreement. To this end,the Borrower agrees as follows:
(1) Borrower shall timely file the transcript of proceedings for the Borrower
Bonds with the Texas Attorney General in accordance with the schedule
contained in Attachment C;
(2) Borrower shall comply with the requirements and conditions contained in
the Resolution;
(3) Borrower shall provide the TWDB with a copy of the preliminary approval
letter from the Texas Attorney General promptly upon receipt;
(4) Borrower shall provide the TWDB with a copy of its responses to the
preliminary approval letter concurrently with the submission of such
responses to the Texas Attorney General; and
(5) Borrower shall allow TWDB to brief the Texas Attorney General on any
issues noted in the preliminary approval letter and initiate or participate
in conferences with the Texas Attorney General related to the approval of
the Borrower Bonds.
Accordingly, if, after the Borrower employs its best efforts to obtain approval by the Texas
Attorney General, and such approval cannot be obtained by the date specified in Attachment
C, as a matter of law, the TWDB, as a matter of law, at its sole discretion, may terminate this
Agreement and upon termination the Borrower shall pay, from any of its lawfully available
funds, the Post-pricing Termination Payment no later than March 1, 2019, as provided in
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Section 4D. The Borrower shall also reimburse the TWDB from lawfully available funds of
the Borrower, its Transaction Cost Payment, plus Borrower's proportional share of the
underwriters' discount, no later than March 1, 2019. The Borrower understands and agrees
that if the Borrower does not obtain approval from the Texas Attorney General and issue its
Borrower Bonds by the date specified in Attachment C, it will be subject to a total penalty
amount pursuant to this section not to exceed $116,598.
SECTION 7. REDEMPTION OF OUTSTANDING DEBT. Proceeds of the Borrower Bonds shall
not be used, in whole or in part, to redeem outstanding bonds, commercial paper, or other
obligations issued by the Borrower. The Borrower agrees that it will not take or fail to take
any action that will cause the SWIRFT Bonds to be considered to be advance refunding bonds
under Section 149(d) of the Internal Revenue Code of 1986, as amended.
SECTION 8. NOTICES. All notices,agreements or other communications required hereunder
shall be given, and shall be deemed given,when delivered in writing to the address,facsimile
or email of the identified party or Parties set forth below:
Texas Water Development Board Town of Westlake
Development Fund Manager Attn: Thomas E. Brymer, Town Manager
P.O. Box 13231 1500 Solana Boulevard, Blgd 7, Ste. 7200
Austin, Texas 78711-3231 Westlake, Texas 76262
Telephone: (512) 475-4584 Telephone: (817) 430-0941
Facsimile: (512) 475-2053 Facsimile: (817) 430-1812
E-mail: tbrymer@westlake-tx.org
SECTION 9. SEVERABILITY. In the event any provision of this Agreement shall be held
illegal, invalid, or unenforceable by any court of competent jurisdiction, such holding shall
not invalidate, render unenforceable, or otherwise affect any other provisions hereof.
SECTION 10. AMENDMENTS, SUPPLEMENTS, AND MODIFICATIONS. Other than the
changes allowed under Section 3 and Section 5, this Agreement may be amended,
supplemented, or modified only in a writing executed by duly authorized respresentatives
of the Parties.
SECTION 11. APPLICABLE LAW. This Agreement and any amendments shall be governed
by and construed in accordance with the laws of the State of Texas.
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SECTION 12. STATE AUDIT. By executing this Agreement and delivering the Borrower
Bonds, the Borrower accepts the authority of the Texas State Auditor's Office to conduct
audits and investigations in connection with all state funds received pursuant to this
Agreement. The Borrower shall comply with any directive from the Texas State Auditor and
shall cooperate in any such investigation or audit. The Borrower agrees to provide the Texas
State Auditor with access to any information the Texas State Auditor considers relevant to
the investigation or audit.The Borrower also agrees to include a provision in any contract or
subcontract related to this Agreement that requires the contractor and the subcontractor to
submit to audits and investigations by the Texas State Auditor's Office in connection with
any state funds received pursuant to the contract or subcontract.
SECTION 13. FORCE MAJEURE. Either party may be excused from performance under this
contract for any period when performance is prevented as the result of an act of God, strike,
war, civil disturbance, or epidemic, provided that the party experiencing the event of Force
Majeure has prudently and promptly acted to take any and all steps that are within the
party's control to ensure performance and to shorten the duration of the event of Force
Majeure. The party suffering an event of Force Majeure shall provide notice of the event to
the other party as soon as practicable but not later than five business days after the event.
Subject to this provision,such nonperformance shall not be deemed a breach or a ground for
termination.
SECTION 14. EFFECTIVE DATE. This Agreement shall be effective as of the date of the last
signature below.
SECTION 15. BINDING AGREEMENT. The execution of this Agreement has been authorized
by the governing boards of both Parties. The individuals executing this Agreement have the
legal authority to bind each respective Party to the terms and conditions of this Agreement.
The respective commitments of the TWDB and the Borrower set forth above shall be binding
upon the TWDB and the Borrower upon both Parties' execution of this Agreement.
[Remainder of Page Intentionally Left Blank]
Res 18-25
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EXECUTED in multiple counterparts, each of which shall be deemed to be an original.
TOWN OF WESTLAKE
By: Zi. <I IWI iii./i
Name: Thomas E. Brym-r
Title: Town Manager
Date: 8I7-91 I es
STATE OF TEXAS
COUNTY OF DENTON
This instrument was acknowledged before me on the 2q day of (41 2018,
by Thomas E. Brymer, in his capacity as Town Manager, on behalf of the To of Westlake,
Texas.
(SEAL)
1aar P14
94, KELLY EDWARDS
NOTARY PUBLIC STATE OF TEXAS IPI 1 ,�,
MY COMM.EXP.02/03/2022
OF ,,Y NOTARY ID 12408268-8 Notary P 6, State of Texas
8 Res 18-25
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TEXAS W:TER DEVELOPMENT BOARD
ti 4 j
By:
y
Name: Jer V1(a,•.l r
Title: ExecutivVAdministrator
Date: 14f f . l8
STATE OF TEXAS
COUNTY OF TRAVIS
This instrument was acknowledged before me on the 4 day ofR eikif , 2018,
by Jeff Walker in his capacity as Executive Administrator of the Texas Water Development
Board,an agency of the State of Texas, on behalf of said agency.
.4, 1!;,',;.,,, MELISSA C. HUFFMASTERLA6
z y�•n:Notary Public, State of Texas I A f, • y6 1 'Ja i,
�. .. QF Comm. Expires 06-05-2021
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��''n°;��` Notary ID 12944703-5 Nota 'ublic, State •
9
ATTACHMENT A
TWDB RESOLUTION NO. 18-087
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ATTACHMENT A
A RESOLUTION OF THE TEXAS WATER DEVELOPMENT BOARD
APPROVING AN APPLICATION FOR FINANCIAL ASSISTANCE IN THE AMOUNT OF
$2,100,000 TO TOWN OF WESTLAKE
FROM THE STATE WATER IMPLEMENTATION REVENUE FUND FOR TEXAS
THROUGH THE PROPOSED PURCHASE OF
$2,100,000 TOWN OF WESTLAKE,TEXAS COMBINATION TAX AND SURPLUS REVENUE
CERTIFICATES OF OBLIGATION,
PROPOSED SERIES 2018
(18-087)
WHEREAS, the Town of Westlake (Town) has filed an application for financial
assistance in the amount of$2,100,000 from the State Water Implementation Revenue Fund
for Texas (SWIRFT)to finance the planning,design,and construction of certain water supply
project(s) identified as Project No.51062 (Project); and
WHEREAS, the Town seeks financial assistance from the Texas Water Development
Board (TWDB) through the TWDB's proposed purchase of$2,100,000 Town of Westlake,
Texas Combination Tax and Surplus Revenue Certificates of Obligation, Proposed Series
2018 (together with all authorizing documents (Obligations)), all as is more specifically set
forth in the application and in recommendations of the Executive Administrator's staff; and
Fowl WHEREAS, the Town has offered a pledge of ad valorem taxes and surplus net
revenues of its waterworks and sewer system as sufficient security for the repayment of the
Obligations; and
WHEREAS, subject to the Town's use of an approved debt service structure, interest
rate subsidies are available to the Town at up to the following levels: 28% for financial
assistance for a term of 20 years, 20% for financial assistance for a term of 21 to 25 years,
and 16% for financial assistance for a term of 26 to 30 years. The interest rate subsidy
applicable to each proposed series will be set through each financing agreement executed
between the TWDB and the Town, pursuant to this Resolution; and
WHEREAS,the TWDB hereby finds:
1. that the application and assistance applied for meet the requirements of Texas
Water Code, Chapter 15,Subchapters G and H and 31 TAC Chapter 363,Subchapters
A and M;
2. that the Project is a recommended water management strategy project in the State
Water Plan adopted pursuant to Texas Water Code § 16.051, in accordance with
Texas Water Code§ 15.474(a);
3. that the Town satisfactorily completed all requests by the Executive Administrator or
a regional planning group for information relevant to the Project, including a water
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ATTACHMENT A
infrastructure financing survey under Texas Water Code § 16.053(q), in accordance
with 31 TAC§ 363.1309(b)(2);
4. that the current water audit has been completed by the Town and filed with the
TWDB in accordance with Texas Water Code§ 16.0121 and 31 TAC§ 358.6;
5. that the Town has acknowledged its legal obligation to comply with any applicable
requirements of federal law relating to contracting with disadvantaged business
enterprises and any applicable state law relating to contracting with historically
underutilized businesses, in accordance with Texas Water Code § 15.435(h) and 31
TAC§ 363.1309(b)(3).
NOW THEREFORE,based on these findings,the TWDB resolves as follows:
A commitment is made by the TWDB to Town of Westlake for financial assistance in
the amount of$2,100,000 from the State Water Implementation Revenue Fund for
Texas, to be evidenced by the TWDB's proposed purchase of $2,100,000 Town of
Westlake, Texas Combination Tax and Surplus Revenue Certificates of Obligation,
Series 2018. This commitment will expire on December 31, 2018.
Such commitment is conditioned as follows:
Standard Conditions:
1. this commitment is contingent on a future sale of bonds by the TWDB or on the
availability of funds on hand;
2. this commitment is contingent upon the issuance of a written approving opinion of
the Attorney General of the State of Texas stating that the Town has complied with all
of the requirements of the laws under which said Obligations were issued; that said
Obligations were issued in conformity with the Constitution and laws of the State of
Texas; and that said Obligations are valid and binding obligations of the Town;
3. this commitment is contingent upon the Town's continued compliance with all
applicable laws, rules, policies and guidance as these may be amended from time to
time to adapt to a change in law, in circumstances,or any other legal requirement;
4. this commitment is contingent upon the Town executing a separate financing
agreement, approved as to form and substance by the Executive Administrator, and
submitting that executed agreement to the TWDB consistent with the terms and
conditions described in the financing agreement;
�-, 5. interest rate subsidies for non-level debt service structure are subject to adjustment
by the Executive Administrator;
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ATTACHMENT A
p., 6. the Town shall use a paying agent/registrar in accordance with 31 TAC
§ 363.42(c)(2), and shall require the paying agent/registrar to provide a copy of all
receipts documenting debt service payments to the TWDB and to the TWDB's
designated Trustee;
The Following Conditions Must Be Included in the Obligations:
7. the Obligations must provide that the Obligations can be called for early redemption
only in inverse order of maturity, on any date beginning on or after the first interest
payment date that is 10 years from the dated date of the Obligations,at a redemption
price of par,together with accrued interest to the date fixed for redemption;
8. the Obligations must include a provision wherein the Town, or an obligated person
for whom financial or operating data is presented to the TWDB in the application for
financial assistance either individually or in combination with other issuers of the
Town's Obligations or obligated persons,will,at a minimum,regardless of the amount
of the Obligations, covenant to comply with requirements for continuing disclosure
on an ongoing basis substantially in the manner required by Securities and Exchange
Commission (SEC) in 17 CFR§ 240.15c2-12 (Rule 15c2-12) and determined as if the
TWDB were a Participating Underwriter within the meaning of such rule, such
continuing disclosure undertaking being for the benefit of the TWDB and the
beneficial owners of the Town's Obligations,if the TWDB sells or otherwise transfers
such Obligations, and the beneficial owners of the TWDB's bonds if the Town is an
obligated person with respect to such bonds under SEC Rule 15c2-12;
9. the Obligations must contain a provision requiring the Town to levy a tax and/or
maintain and collect sufficient rates and charges to produce system revenues in an
amount necessary to meet the debt service requirements of all outstanding
obligations and to maintain the funds established and required by the Obligations;
10. the Obligations must include a provision requiring the Town to use any proceeds from
the Obligations that are determined to be surplus proceeds remaining after
completion of the Project for the following purposes as approved by the Executive
Administrator: (1) deposit into the Interest and Sinking Fund or other debt service
account for the payment of interest or principal on the Obligations owned by the
TWDB; or (2) eligible costs for the Project as authorized by the Executive
Administrator;
11. the Obligations must contain a provision that the TWDB may exercise all remedies
available to it in law or equity, and any provision of the Obligations that restricts or
limits the TWDB's full exercise of these remedies shall be of no force and effect;
12. financial assistance proceeds are public funds and, as such, the Obligations must
include a provision requiring that these proceeds shall be held at a designated state
depository institution or other properly chartered and authorized institution in
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ATTACHMENT A
accordance with the Public Funds Investment Act, Government Code, Chapter 2256,
and the Public Funds Collateral Act, Government Code,Chapter 2257;
13. financial assistance proceeds shall not be used by the Town when sampling, testing,
removing or disposing of contaminated soils and/or media at the Project site. The
Obligations shall include an environmental indemnification provision wherein the
Town agrees to indemnify, hold harmless and protect the TWDB from any and all
claims, causes of action or damages to the person or property of third parties arising
from the sampling, analysis, transport, storage, treatment, recycling and disposition
of any contaminated sewage sludge, contaminated sediments and/or contaminated
media that may be generated by the Town, its contractors, consultants, agents,
officials and employees as a result of activities relating to the Project to the extent
permitted by law;
14. the Obligations must include a provision stating that the Town shall report to the
TWDB the amounts of Project funds,if any,that were used to compensate historically
underutilized businesses that worked on the Project, in accordance with 31 TAC
§ 363.1312;
15. the Obligations must contain a provision that the TWDB will purchase the Obligations,
acting through the TWDB's designated Trustee, and the Obligations shall be
^ registered in the name of Cede & Co. and closed in book-entry form in accordance
with 31 TAC§ 363.42(c)(1);
16. the Obligations must contain a provision that provides as follows:
a. if system revenues are actually on deposit in the Interest and Sinking Fund in
advance of the time when ad valorem taxes are scheduled to be levied for any
year,then the amount of taxes which otherwise would have been required to
be levied and collected may be reduced to the extent and by the amount of
revenues then on deposit in the Interest and Sinking Fund; or
b. if surplus revenues are based upon budgeted amounts:
i. the Obligations must include a requirement that the Town transfer and
deposit in the Interest and Sinking Fund each month an amount of not
less than 1/12th of the annual debt service on the Obligations until the
amount on deposit in the Interest and Sinking Fund equals the amount
required for annual debt service on the Obligations; further, that the
ordinance authorizing the issuance of the Obligations must include a
requirement that the Town shall not transfer any funds from the
Town's pledged system revenues to any fund other than the Interest
and Sinking Fund until such time as an amount equal to the annual debt
service on the Obligations for the then-current fiscal year has been
deposited in the Interest and Sinking Fund;
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ATTACHMENT A
the Obligations must include a requirement that for each year the
Obligations are outstanding,and prior to the time taxes are to be levied
for such year, the Town shall establish, adopt, and maintain an annual
budget that provides for either the monthly deposit of sufficient surplus
pledged revenues and/or tax revenues,the monthly deposit of any other
legally available funds on hand at the time of the adoption of the annual
budget, or a combination thereof,into the Interest and Sinking Fund for
the repayment of the Obligations; and
ii. the Obligations must include a requirement that the Town shall at all
times maintain and collect sufficient rates and charges in conjunction
with any other legally available funds so that after payment of the costs
of operating and maintaining the system, it produces revenues in an
amount not less than 1.10 times debt service requirements of all
outstanding Obligations of the Town and other obligations of the Town
that are secured in whole or in part by the pledged revenues,for which
the Town is budgeting the repayment of such Obligations,or the Town
shall provide documentation that evidences the levy and collection of
an ad valorem tax rate dedicated to the Interest and Sinking Fund, in
conjunction with any other legally available funds, sufficient for the
repayment of debt service requirements;
Conditions to Close or for Release of Funds:
17. prior to closing, the Town shall submit documentation evidencing the adoption and
implementation of sufficient system rates and charges or,if applicable,the levy of an
interest and sinking tax rate sufficient for the repayment of all system debt service
requirements;
18. prior to closing,if not previously provided with the application,the Town shall submit
executed contracts for engineering and, if applicable, financial advisor and bond
counsel, for the Project that are satisfactory to the Executive Administrator. Fees to
be reimbursed under the contracts must be reasonable in relation to the services
performed,reflected in the contract,and acceptable to the Executive Administrator;
19. prior to closing,when any portion of financial assistance is to be held in escrow or in
trust, the Town shall execute an escrow agreement or trust agreement,approved as
to form and substance by the Executive Administrator,and shall submit that executed
agreement to the TWDB;
PROVIDED, however,the commitment is subject to the following special conditions:
Special Conditions:
20. prior to the release of funds for the costs of planning,engineering,architectural,legal,
title,fiscal,economic investigation,studies,surveys,or designs for that portion of the
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ATTACHMENT A
Project that proposes surface water or groundwater development, the Executive
Administrator must have either issued a written finding that the Town has the right
to use the water that the Project financed by the TWDB will provide or a written
determination that a reasonable expectation exists that such a finding will be made
before the release of funds for construction;
21. prior to the release of construction funds for that portion of a Project that proposes
surface water or groundwater development, the Executive Administrator must have
issued a written finding that the Town has the right to use the water that the Project
financed by the TWDB will provide;
22. the Town must comply with the terms and conditions of the United States Army Corps
of Engineers Nationwide Permit 12 for Utility Line Activities;
22. the Town must comply with all conditions as specified in the final environmental
finding of the Executive Administrator, including the standard emergency discovery
conditions for threatened and endangered species and cultural resources.
APPROVED and ordered of record this, the 26th day of July, 2018.
TEXAS WATER DEVELOPMENT BOARD
!top,
Peter M. Lake, Chairman
DATE SIGNED: /2-/
ATTEST:
/A),/, /
Jeff Vralltr, Executive Administrator
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ATTACHMENT A
• _
^ 11
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ATTACHMENT B
DESCRIPTION OF TOWN OF WESTLAKE BONDS
11 Res 18-25
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ATTACHMENT B
ATTACHMENT B
DESCRIPTION OF BORROWER FUNDS
Title of Borrower Funds: $2,100,000 Town of Westlake, Texas Combination Tax and
Surplus Revenue Certificates of Obligation, Taxable Series 2018
Project Name: Increase Delivery Infrastructure from Fort Worth
Project Number: 51062
Aggregate Principal Amount of Borrower Bonds: $2,100,000
Anticipated Closing Date: 11/02/2018
Dated Date: 11/02/2018
First Principal Payment Date: 2/15/2019
First Interest Payment Date: 2/15/2019
Maturity Schedule:
Maturity Principal Maturity Principal
Date Amount Date Amount
2/15/2019 $ 5,000 2/15/2029 $ 110,000
2/15/2020 $ 85,000 2/15/2030 $ 110,000
2/15/2021 $ 90,000 2/15/2031 $ 115,000
2/15/2022 $ 90,000 2/15/2032 $ 120,000
2/15/2023 $ 95,000 2/15/2033 $ 120,000
2/15/2024 $ 95,000 2/15/2034 $ 125,000
2/15/2025 $ 95,000 2/15/2035 $ 130,000
2/15/2026 $ 100,000 2/15/2036 $ 130,000
2/15/2027 $ 105,000 2/15/2037 $ 135,000
2/15/2028 $ 105,000 2/15/2038 $ 140,000
Res 18-25
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ATTACHMENT C
FINANCING SCHEDULE
12 Res 18-25
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ATTACHMENT C
ATTACHMENT C
FINANCING SCHEDULE*
DATE ACTION
07/26/2018 TWDB approval of commitments
09/03/2018 Labor Day Holiday
Financing agreement-last day to execute
09/04/2018 (13 days prior to initiation of pricing)
Financing agreement(Sec.4A) -last day political subdivisions can terminate
without penalty
09/10/2018 (7 days prior to initiation of pricing)
Financing agreement(Sec. 5) -last day political subdivisions can modify
maturity schedule
09/10/2018 (7 days prior to initiation of pricing)
Financing agreement(Sec.4B) -last day political subdivisions can terminate
09/13/2018 with costs of issuance (4 days prior to initiation of pricing)
Financing agreement(Sec.4C) -before 9:00 a.m.political subdivisions can
09/17/2018 terminate with costs of issuance and 1%penalty(1 day prior to pricing).
09/17/2018 TWDB bond pricing initiation(pre-pricing begins)
09/18/2018 TWDB bond pricing
09/20/2018 TWDB approves interest rates available to political subdivisions
Political subdivisions adopt bond resolutions and/or board participation
various agreements
Political subdivisions submit transcripts to Texas Attorney General in
various preparation of closing
10/08/2018 Columbus Day Holiday(TWDB open)
10/11/2018 TWDB bond closing(political subdivisions must close within 50 days)
10/12 to
11/30/2018 Closings on political subdivision obligations
11/09/2018 Veteran's Day Holiday
11/22/2018 Thanksgiving Holiday
11/23/2018 Thanksgiving Holiday
11/30/2018 Last day to close on political subdivision obligations
Financing agreement(Sec. 4D) -penalty applied to any political subdivision
failing to issue debt
Start of post-pricing termination payment period (includes costs of issuance and
12/01/2018 5%penalty)
03/01/2019 Last due date for penalties payments
*-Preliminary-subject to change
Res 18-25
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