HomeMy WebLinkAboutOrd 868 Authorizing the issuance and Sale of Texas Water Board Development Bonds Phase II Ft Worth Waterline TOWN OF WESTLAKE
ORDINANCE NO. 868
ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF TOWN OF WESTLAKE,
TEXAS COMBINATION TAX AND SURPLUS REVENUE CERTIFICATES OF OBLIGATION,
TAXABLE SERIES 2018,TO PROVIDE FUNDS FOR WATER SYSTEM IMPROVEMENTS AND
FOR RELATED ISSUANCE COSTS; LEVYING AN ANNUAL AD VALOREM TAX AND
PROVIDING FOR THE SECURITY FOR AND PAYMENT OF SUCH CERTIFICATES;
PROVIDING AN EFFECTIVE DATE;AND ENACTING OTHER MATTERS AND PROVISIONS
RELATING TO THE SUBJECT
THE STATE OF TEXAS §
COUNTIES OF TARRANT AND DENTON §
TOWN OF WESTLAKE §
WHEREAS, the Town Council of the Town of Westlake, Texas, deems it advisable to issue
Certificates of Obligation in the amount and for the purposes hereinafter set forth;
WHEREAS, the Certificates of Obligation hereinafter authorized and designated are to be issued
and delivered for cash pursuant to Subchapter C of Chapter 271, Local Government Code and Subchapter
B, Chapter 1502, Government Code;
WHEREAS, the Town Council has heretofore passed a resolution authorizing and directing the
Town Secretary to give notice of intention to issue Certificates of Obligation,and said notice has been duly
published in a newspaper of general circulation in said Town, said newspaper being a "newspaper" as
defined in §2051.044, Texas Government Code;
WHEREAS, the Town received no petition from the qualified electors of the Town protesting the
issuance of such Certificates of Obligation;
WHEREAS, no bond proposition to authorize the issuance of bonds for the same purpose as any
of the projects being financed with the proceeds of the Certificates of Obligation was submitted to the voters
of the Issuer during the preceding three years and failed to be approved;
WHEREAS, it is considered to be to the best interest of the Town that said interest-bearing
Certificates of Obligation be issued; and
WHEREAS, it is officially found, determined, and declared that the meeting at which this
Ordinance has been adopted was open to the public and public notice of the time, place and subject matter
of the public business to be considered and acted upon at said meeting, including this Ordinance,was given,
all as required by the applicable provisions of Tex. Gov=t Code Ann. Chapter 551;Now,Therefore
BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS:
Section 1. RECITALS, AMOUNT AND PURPOSE OF THE CERTIFICATES. The recitals set
forth in the preamble hereof are incorporated herein and shall have the same force and effect as if set forth
in this Section. The certificates of the Town of Westlake, Texas (the "Issuer")are hereby authorized to be
issued and delivered in the aggregate principal amount of$2,100,000, for paying all or a portion of the
Issuer's contractual obligations incurred for use in connection with (i) acquiring, constructing, installing,
and equipping improvements to the Issuer's water system, including a water transmission line, and (ii)
paying legal, fiscal and engineering fees in connection with such projects(collectively,the "Project").
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Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND MATURITIES
AND INTEREST RATES OF CERTIFICATES. Each certificate issued pursuant to this Ordinance shall
be designated: "TOWN OF WESTLAKE, TEXAS, COMBINATION TAX AND SURPLUS REVENUE
CERTIFICATE OF OBLIGATION, TAXABLE SERIES 2018," and initially there shall be issued, sold,
and delivered hereunder one fully registered certificate, without interest coupons, dated August 15, 2018,
in the principal amount stated above and in the denominations hereinafter stated, numbered T-1, with
certificates issued in replacement thereof being in the denominations and principal amounts hereinafter
stated and numbered consecutively from R-1 upward,payable to the respective Registered Owners thereof
(with the initial certificate being made payable to the initial purchaser as described in Section 10 hereof),
or to the registered assignee or assignees of said certificates or any portion or portions thereof(in each case,
the "Registered Owner"), and said certificates shall mature and be payable serially on February 15 in each
of the years and in the principal amounts,respectively, and shall bear interest from the dates set forth in the
FORM OF CERTIFICATE set forth in Section 4 of this Ordinance to their respective dates of maturity or
redemption prior to maturity at the rates per annum, as set forth in the following schedule:
Principal Interest Principal Interest
Years Amount Rates Years Amount Rates
2019 $ 5,000 1.98% 2029 $110,000 2.80%
2020 $ 85,000 2.16% 2030 $110,000 2.80%
2021 $ 90,000 2.25% 2031 $115,000 2.88%
2022 $ 90,000 2.33% 2032 $120,000 2.91%
2023 $ 95,000 2.40% 2033 $120,000 2.95%
2024 $ 95,000 2.49% 2034 $125,000 3.06%
2025 $ 95,000 2.56% 2035 $130,000 3.06%
2026 $100,000 2.62% 2036 $130,000 3.06%
2027 $105,000 2.66% 2037 $135,000 3.06%
2028 $105,000 2.70% 2038 $140,000 3.06%
The term"Certificates"as used in this Ordinance shall mean and include collectively the certificates initially
issued and delivered pursuant to this Ordinance and all substitute certificates exchanged therefor, as well
as all other substitute certificates and replacement certificates issued pursuant hereto, and the term
"Certificate" shall mean any of the Certificates.
Section 3. CHARACTERISTICS OF THE CERTIFICATES.
(a) Appointment of Paying Agent/Registrar. The Issuer hereby appoints U.S. Bank National
Association, Dallas, Texas, to serve as paying agent and registrar for the Certificates (the "Paying
Agent/Registrar"). The Mayor or Town Manager is authorized and directed to execute and deliver in the
name and on behalf of the Issuer a Paying Agent/Registrar Agreement with the Paying Agent/Registrar in
substantially the form presented at this meeting.
(b) Registration,Transfer, Conversion and Exchange. The Issuer shall keep or cause to be kept at
the corporate trust office of the Paying Agent/Registrar books or records for the registration of the transfer,
conversion and exchange of the Certificates (the "Registration Books"), and the Issuer hereby appoints the
Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such
registrations of transfers, conversions and exchanges under such reasonable regulations as the Issuer and
Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such registrations,
transfers,conversions and exchanges as herein provided within three days of presentation in due and proper
form. The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the
registered owner of each Certificate to which payments with respect to the Certificates shall be mailed, as
herein provided; but it shall be the duty of each registered owner to notify the Paying Agent/Registrar in
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writing of the address to which payments shall be mailed, and such interest payments shall not be mailed
unless such notice has been given. The Issuer shall have the right to inspect the Registration Books during
regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep
the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection
by any other entity. The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and
charges for making such registration,transfer,conversion,exchange and delivery of a substitute Certificate
or Certificates. Registration of assignments, transfers, conversions and exchanges of Certificates shall be
made in the manner provided and with the effect stated in the FORM OF CERTIFICATE set forth in this
Ordinance. Each substitute Certificate shall bear a letter and/or number to distinguish it from each other
Certificate.
(c) Authentication. Except as provided in subsection (i) of this section, an authorized
representative of the Paying Agent/Registrar shall, before the delivery of any such Certificate, date and
manually sign said Certificate, and no such Certificate shall be deemed to be issued or outstanding unless
such Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all paid Certificates and
Certificates surrendered for conversion and exchange. No additional ordinances,orders or resolutions need
be passed or adopted by the governing body of the Issuer or any other body or person so as to accomplish
the foregoing conversion and exchange of any Certificate or portion thereof,and the Paying Agent/Registrar
shall provide for the printing, execution and delivery of the substitute Certificates in the manner prescribed
herein. Pursuant to Subchapter D, Chapter 1201, Texas Government Code, the duty of conversion and
exchange of Certificates as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the
execution of said Certificate, the converted and exchanged Certificate shall be valid, incontestable, and
enforceable in the same manner and with the same effect as the Certificates which initially were issued and
delivered pursuant to this Ordinance, approved by the Attorney General, and registered by the Comptroller
of Public Accounts.
(d) Payment of Principal and Interest. The Issuer hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the principal of and interest on the Certificates, all as
provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made
by the Issuer and the Paying Agent/Registrar with respect to the Certificates, and of all conversions and
exchanges of Certificates, and all replacements of Certificates,as provided in this Ordinance. However, in
the event of a nonpayment 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 Issuer.
Notice of the Special Record Date and of the scheduled payment date of the past due interest(which shall
be 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 registered owner
appearing on the Registration Books at the close of business on the last business day next preceding the
date of mailing of such notice.
(e) Payment to Registered Owner. Notwithstanding any other provision of this Ordinance to the
contrary, the Issuer and the Paying Agent/Registrar shall be entitled to treat and consider the person in
whose name each Certificate is registered in the Registration Books as the absolute owner of such
Certificate for the purpose of payment of principal and interest with respect to such Certificate, for the
purpose of registering transfers with respect to such Certificate,and for all other purposes whatsoever. The
Paying Agent/Registrar shall pay all principal of and interest on the Certificates only to or upon the order
of the registered owners, as shown in the Registration Books as provided in this Ordinance, or their
respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully
satisfy and discharge the Issuer's obligations with respect to payment of principal of and interest on the
Certificates to the extent of the sum or sums so paid. No person other than a registered owner,as shown in
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the Registration Books, shall receive a Certificate evidencing the obligation of the Issuer to make payments
of principal and interest pursuant to this Ordinance.
(f) Paying Agent/Registrar. The Issuer covenants with the registered owners of the Certificates
that at all times while the Certificates are outstanding the Issuer will provide a competent and legally
qualified bank, trust company, financial institution or other agency to act as and perform the services of
Paying Agent/Registrar for the Certificates under this Ordinance, and that the Paying Agent/Registrar will
be one entity. By accepting the position and performing as such, each Paying Agent/Registrar shall be
deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be
delivered to each Paying Agent/Registrar.
(g) Substitute Paying Agent/Registrar. The Issuer reserves the right to, and may, at its option,
change the Paying Agent/Registrar upon not less than 120 days written notice to the Paying
Agent/Registrar, to be effective not later than 60 days prior to the next principal or interest payment date
after such notice. In the event that the entity at any time acting as Paying Agent/Registrar(or its successor
by merger, acquisition, or other method) should resign or otherwise cease to act as such, the Issuer
covenants that promptly it will appoint a competent and legally qualified bank, trust company, financial
institution, or other agency to act as Paying Agent/Registrar under this Ordinance. Upon any change in the
Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the
Registration Books (or a copy thereof), along with all other pertinent books and records relating to the
Certificates, to the new Paying Agent/Registrar designated and appointed by the Issuer. Upon any change
in the Paying Agent/Registrar, the Issuer promptly will cause a written notice thereof to be sent by the new
Paying Agent/Registrar to each registered owner of the Certificates, by United States mail, first-class
postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar.
(g) Book-Entry Only System. The Certificates issued in exchange for the Certificates initially
issued to the purchaser or purchasers specified herein shall be initially issued in the form of a separate single
fully registered Certificate for each of the maturities thereof and the ownership of each such Certificate
shall be registered in the name of Cede&Co., as nominee of The Depository Trust Company of New York
("DTC"),and except as provided in subsections(i)and(j)of this Section,all of the outstanding Certificates
shall be registered in the name of Cede&Co., as nominee of DTC.
(h) Blanket Letter of Representations. The execution and delivery by the Mayor of a Blanket
Letter of Representations with respect to obligations of the Issuer is hereby authorized and approved; and
the provisions thereof shall be fully applicable to the Certificates. Notwithstanding anything to the contrary
contained herein, while the Certificates are subject to DTC's Book-Entry Only System and to the extent
permitted by law,the Letter of Representations is hereby incorporated herein and its provisions shall prevail
over any other provisions of this Ordinance in the event of conflict.
(i) Certificates Registered in the Name of Cede & Co. With respect to Certificates registered in
the name of Cede & Co., as nominee of DTC, the Issuer and the Paying Agent/Registrar shall have no
responsibility or obligation to any securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations on whose behalf DTC was created("DTC Participant")to hold
securities to facilitate the clearance and settlement of securities transactions among DTC Participants or to
any person on behalf of whom such a DTC Participant holds an interest in the Certificates. Without limiting
the immediately preceding sentence,the Issuer 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 DTC Participant
with respect to any ownership interest in the Certificates, (ii) the delivery to any DTC Participant or any
other person, other than a registered owner of Certificates, as shown on the Registration Books, of any
notice with respect to the Certificates,or(iii)the payment to any DTC Participant or any other person,other
than a registered owner of Certificates, as shown in the Registration Books of any amount with respect to
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principal of or interest on the Certificates. Upon delivery by DTC to the Paying Agent/Registrar of written
notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and
subject to the provisions in this Ordinance with respect to interest checks being mailed to the registered
owner at the close of business on the Record date,the words "Cede & Co." in this Ordinance shall refer to
such new nominee of DTC.
(j) Successor Securities Depository;Transfers Outside Book-Entry Only System. In the event that
the Issuer determines that DTC is incapable of discharging its responsibilities described herein and in the
representation letter of the Issuer to DTC or that it is in the best interest of the beneficial owners of the
Certificates that they be able to obtain certificated Certificates, the Issuer shall (i) appoint a successor
securities depository, qualified to act as such under Section 17A of the Securities and Exchange Act of
1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities
depository and transfer one or more separate Certificates to such successor securities depository or (ii)
notify DTC and DTC Participants of the availability through DTC of Certificates and transfer one or more
separate Certificates to DTC Participants having Certificates credited to their DTC accounts. In such event,
the Certificates shall no longer be restricted to being registered in the Registration Books in the name of
Cede& Co., as nominee of DTC, but may be registered in the name of the successor securities depository,
or its nominee, or in whatever name or names registered owners transferring or exchanging Certificates
shall designate, in accordance with the provisions of this Ordinance.
(k) Payments to Cede&Co. Notwithstanding any other provision of this Ordinance to the contrary,
so long as any Certificate is registered in the name of Cede & Co., as nominee of DTC, all payments with
respect to principal of and interest on such Certificate and all notices with respect to such Certificate shall
be made and given, respectively, in the manner provided in the representation letter of the Issuer to DTC.
(1) General Characteristics of the Certificates. The Certificates(i)shall be issued in fully registered
form,without interest coupons, with the principal of and interest on such Certificates to be payable only to
the Registered Owners thereof, (ii)may and shall be redeemed prior to their scheduled maturities,(iii)may
be transferred and assigned, (iv) may be converted and exchanged for other Certificates, (v) shall have the
characteristics,(vi) shall be signed, sealed,executed and authenticated,(vii)the principal of and interest on
the Certificates shall be payable, and (viii) shall be administered and the Paying Agent/Registrar and the
Issuer shall have certain duties and responsibilities with respect to the Certificates, all as provided, and in
the manner and to the effect as required or indicated, in the FORM OF CERTIFICATE set forth in this
Ordinance. The Certificates initially issued and delivered pursuant to this Ordinance is not required to be,
and shall not be, authenticated by the Paying Agent/Registrar, but on each substitute Certificate issued in
conversion of and exchange for any Certificate or Certificates issued under this Ordinance the Paying
Agent/Registrar shall execute the Paying Agent/Registrar's Authentication Certificate, in the FORM OF
CERTIFICATE set forth in this Ordinance.
(m) Cancellation of Initial Certificate. On the closing date, one initial Certificate representing the
entire principal amount of the Certificates,payable in stated installments to the order of the initial purchaser
of the Certificates or its designee, executed by manual or facsimile signature of the Mayor and Town
Secretary of the Issuer, approved by the Attorney General of Texas, and registered and manually signed by
the Comptroller of Public Accounts of the State of Texas,will be delivered to such purchaser or its designee.
Upon payment for the initial Certificate, the Paying Agent/Registrar shall insert the Issuance Date on
Certificate No. T-1, cancel each of the initial Certificates and deliver to The Depository Trust Company
("DTC") on behalf of such purchaser one registered definitive Certificate for each year of maturity of the
Certificates, in the aggregate principal amount of all of the Certificates for such maturity, registered in the
name of Cede & Co., as nominee of DTC. To the extent that the Paying Agent/Registrar is eligible to
participate in DTC's FAST System, pursuant to an agreementbetween the Paying Agent/Registrar and
DTC, the Paying Agent/Registrar shall hold the definitive Certificates in safekeeping for DTC.
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Section 4. FORM OF CERTIFICATES. The form of the Certificates,including the form of Paying
Agent/Registrar's Authentication Certificate, the form of Assignment and the form of Registration
Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the Certificates
initially issued and delivered pursuant to this Ordinance, shall be, respectively, substantially as follows,
with such appropriate variations, omissions or insertions as are permitted or required by this Ordinance.
(a) Form of Certificate.
NO. R- UNITED STATES OF AMERICA PRINCIPAL
STATE OF TEXAS AMOUNT
TOWN OF WESTLAKE, TEXAS
COMBINATION TAX AND SURPLUS REVENUE CERTIFICATE OF OBLIGATION
TAXABLE SERIES 2018
Interest Rate Delivery Date Maturity Date CUSIP No.
November 2, 2018 February 15, 20_
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
ON THE MATURITY DATE specified above, the Town of Westlake, in Tarrant and Denton
Counties,Texas(the"Issuer"),being a political subdivision and municipal corporation of the State of Texas,
hereby promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called
the"Registered Owner"),on the Maturity Date specified above,the Principal Amount specified above. The
Issuer promises to pay interest on the unpaid principal amount hereof(calculated on the basis of a 360-day
year of twelve 30-day months) from the Delivery Date specified above at the Interest Rate per annum
specified above. Interest is payable on February 15, 2019, and semiannually on each August 15 and
February 15 hereafter to the Maturity Date specified above, or the date of redemption prior to maturity;
except, if this Certificate is required to be authenticated and the date of its authentication is later than the
first Record Date(hereinafter defined),such Principal Amount shall bear interest from the interest payment
date next preceding the date of authentication, unless such date of authentication is after any Record Date
but on or before the next following interest payment date, in which case such principal amount shall bear
interest from such next following interest payment date; provided, however, that if on the date of
authentication hereof the interest on the Certificate or Certificates, if any,for which this Certificate is being
exchanged is due but has not been paid,then this Certificate shall bear interest from the date to which such
interest has been paid in full.
THE PRINCIPAL OF AND INTEREST ON this Certificate are payable in lawful money of the
United States of America, without exchange or collection charges. The principal of this Certificate shall
be paid to the registered owner hereof upon presentation and surrender of this Certificate at maturity, or
upon the date fixed for its redemption prior to maturity, at the principal corporate trust office of U.S. Bank
National Association in Dallas, Texas, which is the "Paying Agent/Registrar" for this Certificate. The
payment of interest on this Certificate shall be made by the Paying Agent/Registrar to the registered owner
hereof on each interest payment date by check or draft, dated as of such interest payment date, drawn by
the Paying Agent/Registrar on, and payable solely from, funds of the Issuer required by the ordinance
authorizing the issuance of this Certificate (the "Certificate Ordinance") to be on deposit with the Paying
Agent/Registrar for such purpose as hereinafter provided;and such check or draft shall be sent by the Paying
Agent/Registrar by United States mail, first-class postage prepaid, on each such interest payment date, to
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the registered owner hereof, at its address as it appeared at the close of business on thelast business day of
the month preceding each such date (the "Record Date") on the Registration Books kept by the Paying
Agent/Registrar, as hereinafter described.
NOTWITHSTANDING ANY PROVISION, term, condition or requirement of this Certificate or
the Certificate Ordinance to the contrary, payments to the initial purchaser of the Certificates of principal
of and interest on the Certificates shall be made by wire transfer of immediately available funds at no cost
to such purchaser.
IN ADDITION, INTEREST MAY BE PAID by such other method, acceptable to the Paying
Agent/Registrar, requested by, and at the risk and expense of, the registered owner.
IN THE EVENT OF A NON-PAYMENT OF INTEREST on a scheduled payment date, and for
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 Issuer. Notice of the Special Record Date and of the scheduled payment date of the past due interest
(which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the
Special Record Date by United States mail, first-class postage prepaid, to the address of each owner of a
Certificate appearing on the Registration Books at the close of business on the last business day next
preceding the date of mailing of such notice.
ANY ACCRUED INTEREST due at maturity or upon the redemption of this Certificate prior to
maturity as provided herein shall be paid to the registered owner upon presentation and surrender of this
Certificate for redemption and payment at the principal corporate trust office of the Paying Agent/Registrar.
The Issuer covenants with the registered owner of this Certificate that on or before each principal payment
date, interest payment date, and accrued interest payment date for this Certificate it will make available to
the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Certificate Ordinance,the
amounts required to provide for the payment, in immediately available funds,of all principal of and interest
on the Certificates, when due.
IF THE DATE for the payment of the principal of or interest on this Certificate shall be a Saturday,
Sunday,a legal holiday or a day on which banking institutions in the city where the principal 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 that is not such a Saturday, Sunday, legal holiday
or day on which banking institutions are authorized to close; and payment on such date shall have the same
force and effect as if made on the original date payment was due.
THIS CERTIFICATE is one of a series of Certificates dated August 15, 2018, authorized in
accordance with the Constitution and laws of the State of Texas in the principal amount of $2,100,000,for
paying all or a portion of the Issuer's contractual obligations incurred for use in connection with: (i)
acquiring constructing, installing, and equipping improvements to the Issuer's water system, including a
water transmission line, and (ii) paying legal, fiscal and engineering fees in connection with such projects.
ON AUGUST 15, 2028, or on any date thereafter,the Certificates of this series may be redeemed
prior to their scheduled maturities, at the option of the Issuer, with funds derived from any available and
lawful source, as a whole, or in part, and, if in part, the particular Certificates, or portions thereof, to be
redeemed shall be redeemed in inverse order of maturity and the Issuer shall direct the Paying
Agent/Registrar to call by lot or other customary method, portions thereof within such maturities and in
such principal amounts, for redemption (provided that a portion of a Certificate may be redeemed only in
an integral multiple of$5,000), at a redemption price equal to the principal amount to be redeemed plus
accrued interest to the date fixed for redemption.
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AT LEAST 30 days prior to the date fixed for any redemption of Certificates or portions thereof
prior to maturity a written notice of such redemption shall be sent by the Paying Agent/Registrar by United
States mail, first-class postage prepaid, to the registered owner of each Certificate to be redeemed at its
address as it appeared on the Registration Books at the close of business on the business day next preceding
the date of mailing of such notice; provided, however, that the failure of the registered owner to receive
such notice, or any defect therein or in the sending or mailing thereof, shall not affect the validity or
effectiveness of the proceedings for the redemption of any Certificate. By the date fixed for any such
redemption due provision shall be made with the Paying Agent/Registrar for the payment of the required
redemption price for the Certificates or portions thereof that are to be so redeemed. If such written notice
of redemption is sent and if due provision for such payment is made, all as provided above,the Certificates
or portions thereof that are to be so redeemed thereby automatically shall be treated as redeemed prior to
their scheduled maturities,and they shall not bear interest after the date fixed for redemption,and they shall
not be regarded as being outstanding except for the right of the registered owner to receive the redemption
price from the Paying Agent/Registrar out of the funds provided for such payment. If a portion of any
Certificate shall be redeemed,a substitute Certificate or Certificates having the same maturity date, bearing
interest at the same rate, in any denomination or denominations in any integral multiple of$5,000, at the
written request of the registered owner, and in aggregate principal amount equal to the unredeemed portion
thereof,will be issued to the registered owner upon the surrender thereof for cancellation,at the expense of
the Issuer, all as provided in the Certificate Ordinance.
IF AT THE TIME OF MAILING of notice of optional redemption there shall not have either been
deposited with the Paying Agent/Registrar or legally authorized escrow agent immediately available funds
sufficient to redeem all the Certificates called for redemption, such notice may state that it is conditional,
and is subject to the deposit of the redemption moneys with the Paying Agent/Registrar or legally authorized
escrow agent at or prior to the redemption date. If such redemption is not effectuated, the Paying
Agent/Registrar shall, within five days thereafter, give notice in the manner in which the notice of
redemption was given that such moneys were not so received and shall rescind the redemption.
ALL CERTIFICATES OF THIS SERIES are issuable solely as fully registered certificates,without
interest coupons, in the denomination of any integral multiple of$5,000. As provided in the Certificate
Ordinance,this Certificate may, at the request of the registered owner or the assignee or assignees hereof,
be assigned, transferred, converted into and exchanged for a like aggregate principal amount of fully
registered certificates, without interest coupons, payable to the appropriate registered owner, assignee or
assignees, as the case may be, having the same denomination or denominations in any integral multiple of
$5,000 as requested in writing by the appropriate registered owner, assignee or assignees, as the case may
be, upon surrender of this Certificate to the Paying Agent/Registrar for cancellation, all in accordance with
the form and procedures set forth in the Certificate Ordinance. Among other requirements for such
assignment and transfer, this Certificate must be presented and surrendered to the Paying Agent/Registrar,
together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the
Paying Agent/Registrar, evidencing assignment of this Certificate or any portion or portions hereof in any
integral multiple of$5,000 to the assignee or assignees in whose name or names this Certificate or any such
portion or portions hereof is or are to be registered. The form of Assignment printed or endorsed on this
Certificate may be executed by the registered owner to evidence the assignment hereof, but such method is
not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may be used
to evidence the assignment of this Certificate or any portion or portions hereof from time to time by the
registered owner. The Paying Agent/Registrar's reasonable standard or customary fees and charges for
assigning, transferring, converting and exchanging any Certificate or portion thereof will be paid by the
Issuer. In any circumstance, any taxes or governmental charges required to be paid with respect thereto
shall be paid by the one requesting such assignment, transfer, conversion or exchange, as a condition
precedent to the exercise of such privilege. The Paying Agent/Registrar shall not be required to make any
such transfer, conversion, or exchange(i)during the period commencing with the close of business on any
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Record Date and ending with the opening of business on the next following principal or interest payment
date, or (ii) with respect to any Certificate or any portion thereof called for redemption prior to maturity,
within 45 days prior to its redemption date.
IN THE EVENT any Paying Agent/Registrar for the Certificates is changed by the Issuer, resigns,
or otherwise ceases to act as such, the Issuer has covenanted in the Certificate Ordinance that it promptly
will appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be
mailed to the registered owners of the Certificates.
IT IS HEREBY certified, recited and covenanted that this Certificate has been duly and validly
authorized, issued and delivered; that all acts, conditions and things required or proper to be performed,
exist and be done precedent to or in the authorization, issuance and delivery of this Certificate have been
performed, existed and been done in accordance with law; that this Certificate is a general obligation of
said Issuer, issued on the full faith and credit thereof; and that annual ad valorem taxes sufficient to provide
for the payment of the interest on and principal of this Certificate, as such interest comes due and such
principal matures, have been levied and ordered to be levied against all taxable property in said Issuer, and
have been pledged for such payment, within the limit prescribed by law, and that this Certificate is
additionally secured by and payable from a pledge of the Surplus Revenues of the Issuer's waterworks and
sewer system remaining after payment of all operation and maintenance expenses thereof, and all debt
service, reserve and other requirements in connection with all of the Issuer's revenue obligations (now or
hereafter outstanding) that are payable from all or part of said revenues, all as provided in the Certificate
Ordinance.
THE ISSUER HAS RESERVED THE RIGHT to amend the Certificate Ordinance as provided
therein,and under some(but not all)circumstances amendments thereto must be approved by the registered
owners of a majority in aggregate principal amount of the outstanding Certificates.
BY BECOMING the registered owner of this Certificate, the registered owner thereby
acknowledges all of the terms and provisions of the Certificate Ordinance,agrees to be bound by such terms
and provisions, acknowledges that the Certificate Ordinance is duly recorded and available for inspection
in the official minutes and records of the governing body of the Issuer, and agrees that the terms and
provisions of this Certificate and the Certificate Ordinance constitute a contract between each registered
owner hereof and the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this Certificate to be signed with the manual or
facsimile signature of the Mayor of the Issuer(or in the absence of the Mayor,by the Mayor Pro-Tern) and
countersigned with the manual or facsimile signature of the Town Secretary of said Issuer, and has caused
the official seal of the Issuer to be duly impressed, or placed in facsimile, on this Certificate.
(signature) (signature)
Town Secretary Mayor
(SEAL)
(b) Form of Paying Agent/Registrar's Authentication Certificate.
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Certificate is not accompanied by an executed Registration Certificate
of the Comptroller of Public Accounts of the State of Texas)
It is hereby certified that this Certificate has been issued under the provisions of the Certificate
Ordinance described in the text of this Certificate; and that this Certificate has been issued in conversion or
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replacement of, or in exchange for, a certificate, certificates, or a portion of a certificate or certificates of a
series that originally was approved by the Attorney General of the State of Texas and registered by the
Comptroller of Public Accounts of the State of Texas.
Dated: _ U.S. BANK NATIONAL ASSOCIATION,
Dallas, Texas
Paying Agent/Registrar
By:
Authorized Representative
(c) Form of Assignment.
ASSIGNMENT
(Please type or print clearly)
For value received,the undersigned hereby sells, assigns and transfers unto:
Transferee's Social Security or Taxpayer Identification Number:
Transferee's name and address, including zip code:
the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints
, attorney,to register the transfer of the within
Certificate on the books kept for registration thereof,with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by an NOTICE: The signature above must correspond
eligible guarantor institution participating in a with the name of the Registered Owner as it appears
securities transfer association recognized signature upon the front of this Certificate in every particular,
guarantee program. without alteration or enlargement or any change
whatsoever.
(d) Form of Registration Certificate of the Comptroller of Public Accounts.
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that this Certificate has been examined,certified as to validity and approved by the
Attorney General of the State of Texas, and that this Certificate has been registered by the Comptroller of
Public Accounts of the State of Texas.
Witness my signature and seal this
Comptroller of Public Accounts of the State of Texas
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(COMPTROLLER'S SEAL)
(e) Initial Certificate Insertions.
(i) The initial Certificate shall be in the form set forth is paragraph (a) of this Section,
except that:
A. immediately under the name of the Certificate,the headings "Interest Rate" and
"Maturity Date" shall both be completed with the words "As shown below" and "CUSIP
No. " shall be deleted.
B. the first paragraph shall be deleted and the following will be inserted:
"THE TOWN OF WESTLAKE, TEXAS, in Tarrant and Denton Counties, Texas (the "Issuer"),
being a political subdivision and municipal corporation of the State of Texas,hereby promises to pay to the
Registered Owner specified above, or registered assigns (hereinafter called the "Registered Owner"), on
February 15 in each of the years, in the principal installments and bearing interest at the per annum rates
set forth in the following schedule:
Years Principal Installments Interest Rates
(Information from Section 2 to be inserted)
The Issuer promises to pay interest on the unpaid principal amount hereof(calculated on the basis
of a 360-day year of twelve 30-day months) from the Delivery Date specified above at the respective
Interest Rate per annum specified above. Interest is payable on February 15, 2019, and semiannually on
each August 15 and February 15 thereafter to the date of payment of the principal installment specified
above, or the date of redemption prior to maturity; except, that if this Certificate is required to be
authenticated and the date of its authentication is later than the first Record Date(hereinafter defined), such
Principal Amount shall bear interest from the interest payment date next preceding the date of
authentication, unless such date of authentication is after any Record Date but on or before the next
following interest payment date, in which case such principal amount shall bear interest from such next
following interest payment date; provided, however,that if on the date of authentication hereof the interest
on the Certificate or Certificates, if any, for which this Certificate is being exchanged is due but has not
been paid,then this Certificate shall bear interest from the date to which such interest has been paid in full."
C. The Initial Certificate shall be numbered "T-1."
Section 5. INTEREST AND SINKING FUND; SURPLUS REVENUES.
(a) A special "Interest and Sinking Fund" is hereby created and shall be established and maintained
by the Issuer as a separate fund or account and the funds therein shall be deposited into and held in an
account at an official depository bank of said Issuer. Said Interest and Sinking Fund shall be kept separate
and apart from all other funds and accounts of said Issuer, and shall be used only for paying the interest on
and principal of said Certificates. All amounts received from the sale of the Certificates as accrued interest,
shall be deposited upon receipt to the Interest and Sinking Fund, and all ad valorem taxes levied and
collected for and on account of said Certificates shall be deposited,as collected,to the credit of said Interest
and Sinking Fund. During each year while any of said Certificates are outstanding and unpaid, the
governing body of said Issuer shall compute and ascertain a rate and amount of ad valorem tax that will be
sufficient to raise and produce the money required to pay the interest on said Certificates as such interest
comes due, and to provide and maintain a sinking fund adequate to pay the principal of said Certificates as
such principal matures(but never less than 2%of the original amount of said Certificates as a sinking fund
each year); and said tax shall be based on the latest approved tax rolls of said Issuer, with full allowances
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being made for tax delinquencies and the cost of tax collection. Said rate and amount of ad valorem tax is
hereby levied, and is hereby ordered to be levied, against all taxable property in said Issuer, for each year
while any of said Certificates are outstanding and unpaid, and said tax shall be assessed and collected each
such year and deposited to the credit of the aforesaid Interest and Sinking Fund. Said ad valorem taxes
sufficient to provide for the payment of the interest on and principal of said Certificates, as such interest
comes due and such principal matures, are hereby pledged for such payment,within the limit prescribed by
law.
(b) The Certificates are additionally secured by revenues of the Issuer's waterworks and sewer
system (the "System") that remain after the payment of all maintenance and operation expenses thereof,
and all debt service,reserve and other requirements in connection with all of the Issuer's revenue obligations
(now or hereafter outstanding)that are secured by a lien on all or any part of the net revenues of the System,
such revenues constituting "Surplus Revenues." The Issuer shall deposit such Surplus Revenues to the
credit of the Interest and Sinking Fund created pursuant to subsection (a) of this section, to the extent
necessary to pay the principal and interest on the Certificates. Notwithstanding the requirements of
subsection (a) of this section, if Surplus Revenues or other lawfully available moneys of the Issuer are
actually on deposit, or budgeted for deposit as hereinafter provided, 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 that otherwise would have been required to be levied pursuant to Section 5(a) may be reduced to the
extent and by the amount of the revenues then on deposit, or budgeted for deposit as hereinafter provided,
in the Sinking Fund. However, if the Surplus Revenues are budgeted for deposit into the Interest and
Sinking Fund, the Issuer:
(i) shall transfer and deposit in the Interest Sinking Fund each month an amount of not less
than 1/12th of the annual debt service on the Certificates until the amount on deposit in the Interest
and Sinking Fund equals the amount required for annual debt service on the Certificates; further,
that the Issuer shall not transfer any Surplus 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 Certificates for
the then current fiscal year has been deposited in the Interest and Sinking Fund;
(ii) shall establish, adopt and maintain an annual budget that provides for either the
monthly deposit of sufficient Surplus 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 Certificates; and
(iii) shall at all times maintain and collect sufficient System rates and charges in
conjunction with any other legally available funds that, after payment of the costs of operating and
maintaining the System, produce revenues in an amount not less than 1.10 times debt service
requirements of all outstanding System revenue bonds of the Issuer and other obligations of the
Issuer which are secured in whole or in part by a pledge of revenues of the System, for which the
Issuer is budgeting the repayment of such obligations from the revenues of the System,or the Issuer
shall provide documentation which evidences the levy 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 System debt service requirements.
(c) Article 1208, Government Code, applies to the issuance of the Certificates of Obligation and
the pledge of the taxes and Surplus Revenues granted by the Issuer under this Section, and is therefore
valid, effective, and perfected. Should Texas law be amended at any time while the Certificates of
Obligation are outstanding and unpaid,the result of such amendment being that the pledge of the taxes and
Surplus Revenues granted by the Issuer under this Section, is to be subject to the filing requirements of
Chapter 9, Business&Commerce Code, in order to preserve to the registered owners of the Certificates of
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Obligation a security interest in said pledge, the Issuer agrees to take such measures as it determines are
reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9,Business
& Commerce Code and enable a filing of a security interest in said pledge to occur.
Section 6. DEFEASANCE OF CERTIFICATES.
(a) Any Certificate and the interest thereon shall be deemed to be paid, retired and no longer
outstanding(a "Defeased Certificate")within the meaning of this Ordinance, except to the extent provided
in subsection(d)of this Section,when payment of the principal of such Certificate, plus interest thereon to
the due date(whether such due date be by reason of maturity or otherwise) either(i) shall have been made
or caused to be made in accordance with the terms thereof, or(ii) shall have been provided for on or before
such due date by irrevocably depositing with or making available to the Paying Agent/Registrar in
accordance with an escrow agreement or other instrument (the "Future Escrow Agreement") for such
payment (1) lawful money of the United States of America sufficient to make such payment or (2)
Defeasance Securities that mature as to principal and interest in such amounts and at such times as will
insure the availability, without reinvestment, of sufficient money to provide for such payment, and when
proper arrangements have been made by the Issuer with the Paying Agent/Registrar for the payment of its
services until all Defeased Certificates shall have become due and payable. At such time as a Certificate
shall be deemed to be a Defeased Certificate hereunder, as aforesaid, such Certificate and the interest
thereon shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes
herein levied and pledged or the limited pledge of Surplus Revenues as provided in this Ordinance, and
such principal and interest shall be payable solely from such money or Defeasance Securities.
Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided that any
determination not to redeem Defeased Certificates that is made in conjunction with the payment
arrangements specified in subsection 6(a)(i) or (ii) shall not be irrevocable, provided that: (1) in the
proceedings providing for such payment arrangements, the Issuer expressly reserves the right to call the
Defeased Certificates for redemption; (2) gives notice of the reservation of that right to the owners of the
Defeased Certificates immediately following the making of the payment arrangements; and(3)directs that
notice of the reservation be included in any redemption notices that it authorizes.
(b) Any moneys so deposited with the Paying Agent/Registrar may at the written direction of the
Issuer be invested in Defeasance Securities, maturing in the amounts and times as hereinbefore set forth,
and all income from such Defeasance Securities received by the Paying Agent/Registrar that is not required
for the payment of the Certificates and interest thereon, with respect to which such money has been so
deposited, shall be turned over to the Issuer, or deposited as directed in writing by the Issuer. Any Future
Escrow Agreement pursuant to which the money and/or Defeasance Securities are held for the payment of
Defeased Certificates may contain provisions permitting the investment or reinvestment of such moneys in
Defeasance Securities or the substitution of other Defeasance Securities upon the satisfaction of the
requirements specified in subsection 6(a)(i) or (ii). All income from such Defeasance Securities received
by the Paying Agent/Registrar which is not required for the payment of the Defeased Certificates, with
respect to which such money has been so deposited, shall be remitted to the Issuer or deposited as directed
in writing by the Issuer.
(c) The term "Defeasance Securities" means any securities and obligations now or hereafter
authorized by State law that are eligible to discharges obligations such as the Certificates, which under
current law is limited to the following types of securities: (i) direct, noncallable obligations of the United
States of America, including obligations that are unconditionally guaranteed by the United States of
America., (ii) noncallable obligations of an agency or instrumentality of the United States of America,
including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and
that, on the date of the purchase thereof are rated as to investment quality by a nationally recognized
investment rating firm not less than AAA or its equivalent, and(iii)noncallable obligations of a state or an
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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 financial
arrangements are rated as to investment quality by a nationally recognized investment rating firm not less
than AAA or its equivalent.
(d) Until all Defeased Certificates shall have become due and payable,the Paying Agent/Registrar
shall perform the services of Paying Agent/Registrar for such Defeased Certificates the same as if they had
not been defeased, and the Issuer shall make proper arrangements to provide and pay for such services as
required by this Ordinance.
(e) In the event that the Issuer elects to defease less than all of the principal amount of Certificates
of a maturity, the Paying Agent/Registrar shall select, or cause to be selected, such amount of Certificates
by such random method as it deems fair and appropriate.
(f) So long as the Texas Water Development Board is the registered owner of any of the
Certificates,the Issuer shall provide written notice to the Texas Water Development Board of a defeasance
of the Certificates pursuant to subsection (a)(ii) of this Section.
Section 7. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED CERTIFICATES.
(a) Replacement Certificates. In the event any outstanding Certificate is damaged,mutilated, lost,
stolen or destroyed, the Paying Agent/Registrar shall cause to be printed, executed and delivered, a new
certificate of the same principal amount, maturity and interest rate, as the damaged, mutilated, lost, stolen
or destroyed Certificate, in replacement for such Certificate in the manner hereinafter provided.
(b) Application for Replacement Certificates. Application for replacement of damaged,mutilated,
lost, stolen or destroyed Certificates shall be made by the registered owner thereof to the Paying
Agent/Registrar. In every case of loss, theft or destruction of a Certificate, the registered owner applying
for a replacement certificate shall furnish to the Issuer and to the Paying Agent/Registrar such security or
indemnity as may be required by them to save each of them harmless from any loss or damage with respect
thereto. Also, in every case of loss, theft or destruction of a Certificate, the registered owner shall furnish
to the Issuer and to the Paying Agent/Registrar evidence to their satisfaction of the loss,theft or destruction
of such Certificate,as the case may be. In every case of damage or mutilation of a Certificate,the registered
owner shall surrender to the Paying Agent/Registrar for cancellation the Certificate so damaged or
mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the event
any such Certificate shall have matured,and no default has occurred that is then continuing in the payment
of the principal of, redemption premium, if any, or interest,on the Certificate, the Issuer may authorize the
payment of the same (without surrender thereof except in the case of a damaged or mutilated Certificate)
instead of issuing a replacement Certificate, provided security or indemnity is furnished as above provided
in this Section.
(d) Charge for Issuing Replacement Certificates. Prior to the issuance of any replacement
certificate, the Paying Agent/Registrar shall charge the registered owner of such Certificate with all legal,
printing, and other expenses in connection therewith. Every replacement certificate issued pursuant to the
provisions of this Section by virtue of the fact that any Certificate is lost,stolen or destroyed shall constitute
a contractual obligation of the Issuer whether or not the lost, stolen or destroyed Certificate shall be found
at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally
and proportionately with any and all other Certificates duly issued under this Ordinance.
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(e) Authority for Issuing Replacement Certificates. In accordance with Sec. 1206.022,
Government Code, this Section 7 of this Ordinance shall constitute authority for the issuance of any such
replacement certificate without necessity of further action by the governing body of the Issuer or any other
body or person,and the duty of the replacement of such certificates is hereby authorized and imposed upon
the Paying Agent/Registrar,and the Paying Agent/Registrar shall authenticate and deliver such Certificates
in the form and manner and with the effect, as provided in Section 3(a) of this Ordinance for Certificates
issued in conversion and exchange for other Certificates.
Section 8. CUSTODY, APPROVAL, AND REGISTRATION OF CERTIFICATES; BOND
COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVISION, IF
OBTAINED; ENGAGEMENT OF BOND COUNSEL.
(a) The Mayor of the Issuer is hereby authorized to have control of the Certificates initially issued
and delivered hereunder and all necessary records and proceedings pertaining to the Certificates pending
their delivery and their investigation, examination, and approval by the Attorney General of the State of
Texas,and their registration by the Comptroller of Public Accounts of the State of Texas. Upon registration
of the Certificates said Comptroller of Public Accounts (or a deputy designated in writing to act for said
Comptroller) shall manually sign the Comptroller's Registration Certificate attached to such Certificates,
and the seal of said Comptroller shall be impressed, or placed in facsimile, on such Certificate. The
approving legal opinion of the Issuer's Bond Counsel and the assigned CUSIP numbers may, at the option
of the Issuer,be printed on the Certificates issued and delivered under this Ordinance,but neither shall have
any legal effect, and shall be solely for the convenience and information of the registered owners of the
Certificates. In addition, if bond insurance is obtained,the Certificates may bear an appropriate legend as
provided by the insurer.
(b) The obligation of the initial purchaser to accept delivery of the Certificates is subject to the
initial purchaser being furnished with the final, approving opinion of McCall, Parkhurst& Horton L.L.P.,
bond counsel to the Issuer, which opinion shall be dated as of and delivered on the date of initial delivery
of the Certificates to the initial purchaser. The engagement of such firm as bond counsel to the Issuer in
connection with issuance, sale and delivery of the Certificates is hereby approved and confirmed. The
execution and delivery of an engagement letter between the Issuer- and such firm, with respect to such
services as bond counsel, is hereby authorized in such form as may be approved by the Mayor, and the
Mayor is hereby authorized to execute such engagement letter.
Section 9. [RESERVED].
Section 10. SALE OF CERTIFICATES; FURTHER PROCEDURES.
(a) The Certificates are hereby officially sold and awarded to the initial purchaser,the Texas Water
Development Board,at a price equal to the par amount thereof, pursuant to TWDB Resolution No. 18-087.
It is hereby officially found, determined, and declared that the terms of this sale are the most advantageous
reasonably obtainable. The Certificates shall initially be registered in the name of the Texas Water
Development Board or its designee.
(b) The Mayor, Town Manager, Town Secretary and Finance Director of the Issuer, 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 execute, acknowledge and deliver in the name
and on behalf of the Issuer all such documents, certificates and other 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 Certificates and the sale of the Certificates. In case any officer 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.
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Section 11. INTEREST EARNINGS ON CERTIFICATE PROCEEDS. Interest earnings derived
from the investment of proceeds from the sale of the Certificates shall be used along with other certificate
proceeds for the Project; provided that after completion of such purpose, if any of such interest earnings
remain on hand, such interest earnings shall be used as described in Section 16(d).
Section 12. CONSTRUCTION FUND; SECURITY FOR DEPOSITS.
(a) The Issuer hereby creates and establishes and shall maintain on the books of the Issuer a
separate fund to be entitled the "Taxable Series 2018 Combination Tax and Surplus Revenue Certificate of
Obligation Construction Fund" for use by the Issuer for payment of all lawful costs associated with the
acquisition and construction of the Project as hereinbefore provided, and to pay the costs of issuance of the
Certificates. Upon payment of all such costs, any moneys remaining on deposit in said Fund shall be
disbursed as provided in Section 16(c).
(b) The Issuer may place proceeds of the Certificates(including investment earnings thereon)and
amounts deposited into the Interest and Sinking Fund in investments authorized by the Public Funds
Investment Act, Chapter 2256, Texas Government Code, as amended; provided, however, that the Issuer
hereby covenants that the proceeds of the sale of the Certificates will be used as soon as practicable for the
purposes for which the Certificates are issued.
(c) All deposits authorized or required by this Ordinance shall be secured to the fullest extent
required by law for the security of public funds as provided in Chapters 2256 and 2257,Texas Government
Code, as amended.
Section 13. COMPLIANCE WITH RULE 15c2-12.
(a) Definitions. As used in this Section, the following terms have the meanings ascribed to such
terms below:
"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.
(i) The Issuer shall provide annually to the MSRB, within twelve months after the end of
each fiscal year ending in or after 2018, financial information and operating data with respect to
the Issuer of the general type included in the Issuer's application to the Texas Water Development
Board(the "Application")to the extent that such information is customarily prepared by the Issuer
and is publicly available. Any financial statements so to be provided shall be (1) prepared in
accordance with the accounting principles described in the notes to the financial statements filed
with the Texas Water Development Board as part of the Application, or such other accounting
principles as the Issuer may be required to employ from time to time pursuant to state law or
regulation, and (2) audited, if the Issuer commissions an audit of such 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 Issuer shall provide unaudited financial
information that is available to the Issuer by the required time and will provide audited financial
statements for the applicable fiscal year to the MSRB, when and if the audit report on such
statements become available. Such information shall be transmitted electronically to the MSRB,
in such format and accompanied by such identifying information as prescribed by the MSRB.
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(ii) If the Issuer changes its fiscal year, it will notify the MSRB of the change (and of the
date of the new fiscal year end) prior to the next date by which the Issuer otherwise would be
required to provide financial information and operating data pursuant to this Section. The 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 that is available
to the public on the MSRB's internet website or filed with the SEC. All documents provided to the
MSRB pursuant to this Section shall be accompanied by identifying information as prescribed by
the MSRB.
(c) Event Notices.
(i) The Issuer shall notify the MSRB in an electronic format as prescribed by the MSRB,
in a timely manner(but not in excess of ten business days after the occurrence of the event) of any
of the following events with respect to the Certificates, if such event is material within the meaning
of the federal securities laws:
1. Non-payment related defaults;
2. Modifications to rights of Certificateholders;
3. Certificate calls;
4. Release,substitution,or sale of property securing repayment of the Certificates;
5. The consummation of a merger, consolidation, or acquisition involving an
obligated person or the sale of all or substantially all of the assets of the obligated person,
other than in the ordinary course of business, the entry into a definitive agreement to
undertake such an action or the termination of a definitive agreement relating to any such
actions, other than pursuant to its terms; and
6. Appointment of a successor or additional trustee or the change of name of a
trustee.
(ii)The Issuer shall notify the MSRB in an electronic format as prescribed by the MSRB,
in a timely manner(but not in excess of ten business days after the occurrence of the event) of any
of the following events with respect to the Certificates, without regard to whether such event is
considered material within the meaning of the federal securities laws:
1. Principal and interest payment delinquencies;
2. Unscheduled draws on debt service reserves reflecting financial difficulties;
3. Unscheduled draws on credit enhancements reflecting financial difficulties;
4. Substitution of credit or liquidity providers, or their failure to perform;
5. Adverse tax opinions or the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form
5701 BTEB)or other material notices or determinations with respect to the tax status of the
Certificates, or other material events affecting the tax status of the Certificates;
6. Tender offers;
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7. Defeasances;
8. Rating changes; and
9. Bankruptcy, insolvency, receivership or similar event of an obligated person.
(iii) The Issuer shall notify the MSRB, in a timely manner, of any failure by the Issuer to
provide financial information or operating data in accordance with subsection (b) of this Section
by the time required by such subsection.
(d) Limitations, Disclaimers, and Amendments.
(i) The Issuer shall be obligated to observe and perform the covenants specified in this
Section for so long as,but only for so long as,the Issuer remains an "obligated person"with respect
to the Certificates within the meaning of the Rule, except that the Issuer in any event will give
notice of any deposit made in accordance with this Order or applicable law that causes Certificates
no longer to be outstanding.
(ii) The provisions of this Section are for the sole benefit of the Registered Owners and
beneficial owners of the Certificates,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 Issuer
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 Issuer'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 Issuer does not make any representation or warranty concerning such
information or its usefulness to a decision to invest in or sell Certificates at any future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE
REGISTERED OWNER OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER
PERSON, IN CONTRACT OR TORT,FOR DAMAGES RESULTING IN WHOLE OR IN PART
FROM ANY BREACH BY THE ISSUER, WHETHER NEGLIGENT 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.
(iv) No default by the Issuer in observing or performing its obligations under this Section
shall comprise a breach of or default under this Order for purposes of any other provision of this
Order. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the Issuer under federal and state securities laws.
(v) Should the Rule be amended to obligate the Issuer to make filings with or provide
notices to entities other than the MSRB,the Issuer hereby agrees to undertake such obligation with
respect to the Certificates in accordance with the Rule as amended. The provisions of this Section
may be amended by the Issuer 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 Issuer,but only if(1)the provisions of this Section,as so amended,would have
permitted an underwriter to purchase or sell Certificates in the primary offering of the Certificates
in compliance with the Rule, taking into account any amendments or interpretations of the Rule
since such offering as well as such changed circumstances and(2)either(a)the Registered Owners
Ordinance 868
Page 18 of 24
of a majority in aggregate principal amount(or any greater amount required by any other provision
of this Order that authorizes such an amendment) of the outstanding Certificates consent to such
amendment or(b) a person that is unaffiliated with the Issuer(such as nationally recognized bond
counsel)determined that such amendment will not materially impair the interest of the Registered
Owners and beneficial owners of the Certificates. The Issuer may also amend or repeal the
provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable
provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the
Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent
an underwriter from lawfully purchasing or selling Certificates in the primary offering of the
Certificates. If the Issuer so amends the provisions of this Section, it shall include with any
amended financial information or operating data next provided in accordance with subsection (b)
of this Section an explanation, in narrative form,of the reason for the amendment and of the impact
of any change in the type of financial information or operating data so provided.
Section 14. METHOD OF AMENDMENT. The Issuer hereby reserves the right to amend this
Ordinance subject to the following terms and conditions,to wit:
(a) The Issuer may from time to time, without the consent of any holder, except as otherwise
required by paragraph (b) below, amend or supplement this Ordinance in order to (i) cure any ambiguity,
defect or omission in this Ordinance that does not materially adversely affect the interests of the holders,
(ii) grant additional rights or security for the benefit of the holders, (iii) add events of default as shall not
be inconsistent with the provisions of this Ordinance and that shall not materially adversely affect the
interests of the holders, (iv) qualify this Ordinance under the Trust Indenture Act of 1939, as amended, or
corresponding provisions of federal laws from time to time in effect, or (v) make such other provisions in
regard to matters or questions arising under this Ordinance as shall not be inconsistent with the provisions
of this Ordinance and that shall not in the opinion of the Issuer's Bond Counsel materially adversely affect
the interests of the holders.
(b) Except as provided in paragraph(a) above,the holders of Certificates aggregating in principal
amount 51% of the aggregate principal amount of then outstanding Certificates that are the subject of a
proposed amendment shall have the right from time to time to approve any amendment hereto that may be
deemed necessary or desirable by the Issuer; provided, however, that without the consent of 100% of the
holders in aggregate principal amount of the then outstanding Certificates, nothing herein contained shall
permit or be construed to permit amendment of the terms and conditions of this Ordinance or in any of the
Certificates so as to:
(1) Make any change in the maturity of any of the outstanding Certificates;
(2) Reduce the rate of interest borne by any of the outstanding Certificates;
(3) Reduce the amount of the principal of,or redemption premium, if any, payable on any
outstanding Certificates;
(4) Modify the terms of payment of principal or of interest or redemption premium on
outstanding Certificates or any of them or impose any condition with respect to such payment; or
(5) Change the minimum percentage of the principal amount of any series of Certificates
necessary for consent to such amendment.
(c) If at any time the Issuer shall desire to amend this Ordinance under this Section,the Issuer shall
send by U.S. mail to each registered owner of the affected Certificates a copy of the proposed amendment.
Such notice shall briefly set forth the nature of the proposed amendment.
Ordinance 868
Page 19 of 24
(d) Whenever at any time within one year from the date of the mailing of such such notice the
Issuer shall receive an instrument or instruments executed by the holders of at least 51% in aggregate
principal amount of all of the Certificates then outstanding that are required for the amendment, which
instrument or instruments shall refer to the proposed amendment and that shall specifically consent to and
approve such amendment,the Issuer may adopt the amendment in substantially the same form.
(e) Upon the adoption of any amendatory Ordinance pursuant to the provisions of this Section,this
Ordinance shall be deemed to be modified and amended in accordance with such amendatory Ordinance,
and the respective rights, duties, and obligations of the Issuer and all holders of such affected Certificates
shall thereafter be determined, exercised, and enforced, subject in all respects to such amendment.
(f) Any consent given by the holder of a Certificate pursuant to the provisions of this Section shall
be irrevocable for a period of six months from the date of the mailing of notice as provided for in this
Section, and shall be conclusive and binding upon all future holders of the same Certificate during such
period. Such consent may be revoked at any time after six months from the date of mailing of said notice
by the holder who gave such consent, or by a successor in title, by filing notice with the Issuer, but such
revocation shall not be effective if the holders of 51% in aggregate principal amount of the affected
Certificates then outstanding, have, prior to the attempted revocation, consented to and approved the
amendment.
For the purposes of establishing ownership of the Certificates, the Issuer shall rely solely upon the
registration of the ownership of such Certificates on the registration books kept by the Paying
Agent/Registrar.
Section 15. DEFAULT AND REMEDIES.
(a) Events of Default. Each of the following occurrences or events for the purpose of this
Ordinance is hereby declared to be an Event of Default:
(i) the failure to make payment of the principal of or interest on any of the Certificates
when the same becomes due and payable; or
(ii) default in the performance or observance of any other covenant, agreement or
obligation of the Issuer, the failure to perform which materially, adversely affects the rights of the
Registered Owners of the Certificates, including, but not limited to, their prospect or ability to be
repaid in accordance with this Ordinance, and the continuation thereof for a period of 60 days after
notice of such default is given by any Registered Owner to the Issuer.
(b) Remedies for Default.
(i) Upon the happening of any Event of Default, then and in every case, any Registered
Owner or an authorized representative thereof, including, but not limited to, a trustee or trustees
therefor, may proceed against the Issuer, or any official, officer or employee of the Issuer in their
official capacity, for the purpose of protecting and enforcing the rights of the Registered Owners
under this Ordinance, by mandamus or other suit, action or special proceeding in equity or at law,
in any court of competent jurisdiction, for any relief permitted by law, including the specific
performance of any covenant or agreement contained herein, or thereby to enjoin any act or thing
that may be unlawful or in violation of any right of the Registered Owners hereunder or any
combination of such remedies.
(ii) It is provided that all such proceedings shall be instituted and maintained for the equal
benefit of all Registered Owners of Certificates then outstanding.
Ordinance 868
Page 20 of 24
(c) Remedies Not Exclusive.
(i) No remedy herein conferred or reserved is intended to be exclusive of any other
available remedy or remedies, but each and every such remedy shall be cumulative and shall be in
addition to every other remedy given hereunder or under the Certificates or now or hereafter
existing at law or in equity; provided, however, that notwithstanding any other provision of this
Ordinance,the right to accelerate the debt evidenced by the Certificates shall not be available as a
remedy under this Ordinance.
(ii) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver
of any other available remedy.
(iii) By accepting the delivery of a Certificate authorized under this Ordinance, such
Registered Owner agrees that the certifications required to effectuate any covenants or
representations contained in this Ordinance do not and shall never constitute or give rise to a
personal or pecuniary liability or charge against the officers, employees or trustees of the Issuer or
the Town Council.
(iv) None of the members of the Town Council, nor any other official or officer,agent, or
employee of the Issuer, shall be charged personally by the Registered Owners with any liability, or
be held personally liable to the Registered Owners under any term or provision of this Ordinance,
or because of any Event of Default or alleged Event of Default under this Ordinance.
Section 16. TEXAS WATER DEVELOPMENT BOARD. The provisions of this Section shall
apply so long as the Certificates, or any of them, are owned by the Texas Water Development Board
("TWDB"). The Issuer hereby agrees to comply with all conditions set forth in TWDB Resolution No. 18-
087, which conditions are incorporated herein.
(a) Covenant to Abide with Rules and Regulations. The Issuer will abide with all applicable federal
laws, rules and regulations, laws of the State of Texas and rules and regulations of the Texas Water
Development Board relating to the loan of funds evidenced by the Certificates and the project for which
the Certificates are issued, sold and delivered.
(b) Annual Audit Reporting. The Issuer shall have an annual audit prepared in accordance with
generally accepted accounting practices and shall provide to the Executive Administrator of the Texas
Water Development Board, without the necessity of a written request therefor and without charge, a copy
of the annual audit report within 180 days of the close of each Issuer fiscal year. In addition, monthly
operating statements for the System shall be maintained by the Issuer and made available, on request, to
the Texas Water Development Board as long as the State of Texas owns any of the Certificates, and the
monthly operating statement shall be in such detail as requested by the Development Fund Manager of the
Texas Water Development Board until this requirement is waived thereby. The Issuer covenants that
proceeds of the Certificates shall remain separate and distinct from other sources of funding from the date
of the Texas Water Development Board commitment through costing and final disbursement.
(c) Final Accounting. Upon completion of the project to be financed with the proceeds of the
Certificates, the Issuer shall render a final accounting of the cost of such project to the Texas Water
Development Board, together with a copy of"as built" plans of such improvements and extensions upon
completion. If the total cost of such project, as finally completed, is less than originally estimated, so that
the proper share of the participation by the Texas Water Development Board in such project is reduced,any
surplus proceeds from the Certificates remaining after completion of the project shall be used for the
following purposes as approved by the Executive Administrator: (1) deposit into the Interest and Sinking
Ordinance 868
Page 21 of 24
Fund or other debt service account for the payment of interest or principal on the Certificates owned by the
Texas Water Development Board;or(2)eligible project costs as authorized by the Executive Administrator.
(d) Defeasance. Should the Issuer exercise its right hereunder to effect the defeasance of the
Certificates, the Issuer agrees that it will provide the Texas Water Development Board with written notice
of any such defeasance.
(e) Prohibition on Use of Proceeds. The Issuer covenants and agrees that none of the proceeds of
the Certificates will be expended on costs incurred or to be incurred relating to the sampling, testing,
removing or disposing of potentially contaminated soils and/or media at the project site.
(f) Indemnification. The Issuer further agrees, to the extent permitted by law, to indemnify, hold
harmless and protect the Texas Water Development Board from any and all claims or causes of action
arising from the sampling, analysis, transport, storage, treatment, removal and off-site disposition of any
contaminated sewage sludge, contaminated sediments and/or contaminated media that may be generated
by the Issuer, its contractors, consultants,agents, officials and employees as a result of activities relating to
the Project.
(g) Environmental Determination. In connection with the project financed with the Certificates,
the Issuer agrees to implement any environmental determination issued by the Executive Administrator of
the Texas Water Development Board to satisfy the environmental review requirements set forth in 31 Texas
Administrative Code 371.
(h) Insurance. The Issuer agrees to maintain casualty and other insurance on the Issuer's water
system of a kind and in an amount customarily carried by municipal corporations owning and operating
similar properties and in an amount sufficient to protect the interests of the Texas Water Development
Board in the Project.
(i) Water Conservation Program. The Issuer has adopted and implemented or will adopt and
implement an approved water conservation program in accordance with 31 TAC 363.42.
(j) No Purchase of Texas Water Development Board Bonds. The Issuer agrees that it, nor any
related party to the Issuer, will not purchase, as an investment or otherwise, bonds issued by the Texas
Water Development Board including, without limitation, bonds issued by the Texas Water Development
Board, the proceeds of which were used by the Texas Water Development Board to purchase the
Certificates.
(k) Compliance with Federal Contracting Law. The Issuer acknowledges that it has a legal
obligation to comply with any applicable requirements of federal law relating to contracting with
disadvantaged business enterprises.
(1) Compliance with State Contracting Law. The Issuer acknowledges that it has a legal obligation
to comply with any applicable requirements of State law relating to contracting with historically
underutilized businesses,and will report to TWDB the amount of Project Funds, if any,used to compensate
historically underutilized businesses, in accordance with 31 TAC Sec. 363.1312.
(m) Remedies. The TWDB may exercise all remedies available to it in law or equity, and any
provision of the Certificates or this Ordinance that restricts or limits the TWDB's full exercise of such
remedies shall be of no force and effect.
Ordinance 868
Page 22 of 24
Section 17. ESCROW AGREEMENT AND ESCROW FUND.
(a) The Escrow Agreement between the Issuer and the escrow agent named therein (the "Escrow
Agent") substantially in the form and content presented at this meeting, specifying the duties and
responsibilities of the Issuer and the Escrow Agent, and creating the escrow fund("the "Escrow Fund"), is
hereby approved and the Mayor or Town Manager is hereby authorized and directed to execute the Escrow
Agreement on behalf of the Issuer. The Escrow Agent named in the Escrow Agreement is hereby appointed
as the Escrow Agent pursuant to such Escrow Agreement.
(b) On the closing date, the Issuer shall cause the proceeds from the sale of the Certificates to be
deposited into the Escrow Fund or, if agreed to by the Texas Water Development Board, all or a portion of
the proceeds of the Certificates may be deposited into the Construction Fund or as otherwise directed by
the Issuer and the Texas Water Development Board.
(c) Funds shall not be released from the Escrow Fund without written approval by the Executive
Administrator of the Texas Water Development Board. Except as provided in Section 16(d), moneys
disbursed from the Escrow Fund shall be credit to the Construction Fund created by Section 12 hereof and
shall be applied only for the payment of costs of the Project.
(d) The security for, and the investment of,funds on deposit in the Escrow Fund shall be governed
by the provisions of the Escrow Agreement.
Section 18. APPROPRIATION. To pay the debt service coming due on the Certificates, if any,
prior to receipt of the taxes levied to pay such debt service,there is hereby appropriated from current funds
on hand, which are hereby certified to be on hand and available for such purpose, an amount sufficient to
pay such debt service, and such amount shall be used for no other purpose.
Section 19. SEVERABILITY. If any section, article, paragraph, sentence, clause, phrase or word
in this Ordinance, or application thereof to any persons or circumstances is held invalid or unconstitutional
by a court of competent jurisdiction, such holding shall not affect the validity of the remaining portion of
this Ordinance, despite such invalidity, which remaining portions shall remain in full force and effect.
Section 20. NO PERSONAL LIABILITY. No recourse shall be had for payment of the principal
of or interest on any Certificates or for any claim based thereon, or on this Ordinance, against any official
or employee of the Issuer or any person executing any Certificate.
Section 21. IMMEDIATE EFFECTIVE DATE. This Ordinance shall take effect and be in force
immediately upon and after its adoption by the Town Council in accordance with the provisions of Section
1201.028, Texas Government Code, and it is accordingly so ordained.
Ordinance 868
Page 23 of 24
DULY PASSED AND APPROVED by the Town Council of the Town of Westlake, Texas, on the
2"d day of October, 2018.
Ya.4/JY ,*,•tze&
Laura Wheat,Mayor
ATTEST:
(.SJ r WMA./di
Kell Edwa , Town Secretary homas E. Brymerr,'Ir n r' ,nager
F W ESS''-
O. / `OWN SEAL]
_•4_. TEXP5'
Ordinance 868
Page 24 of 24
Rodolfo Segura Jr 214.754.9268
$2,100,000
Town of Westlake, Texas
Combination Tax and Surplus Revenue
Certificates of Obligation, Taxable Series 2018
November 2, 2018
717 North Harwood, Suite 900, Dallas, TX 75201 | 214.754.9200
$2,100,000
TOWN OF WESTLAKE, TEXAS
COMBINATION TAX AND SURPLUS REVENUE
CERTIFICATES OF OBLIGATION, TAXABLE SERIES 2018
TABLE OF CONTENTS
1. Resolution Directing Publication of Notice of Intention to Issue Certificates of Obligation
2. Affidavit of Publication
3. Ordinance Authorizing the Issuance of Certificates of Obligation
4. Paying Agent/Registrar Agreement
5. Escrow Agreement
6. Approving Resolution of Texas Water Development Board
7. No-Litigation Certificate
8. Signature Identification, No Litigation and General Certificate
9. Attorney General’s Opinion and Comptroller’s Certificate
10. Bond Counsel Opinion
11. Receipt and Delivery Certificate
12. Private Placement Memorandum
13. Specimen Certificate
Resolution 18-30
Page 1 of 4
CERTIFICATE FOR RESOLUTION
RESOLUTION 18-30
I, the undersigned Town Secretary of the Town of Westlake, Texas, hereby certify as
follows:
1. The Town Council of said Town convened in Regular Session on the 27th day of
August, 2018, at the scheduled meeting place thereof, and the roll was called of the duly
constituted officers and members of said Town Council, to-wit:
Laura Wheat, Mayor Carol Langdon
Michael Barrett Rick Rennhack
Alesa Belvedere Wayne Stoltenberg
Kelly Edwards, Town Secretary
and all of said persons were present, except Michael Barrett, thus constituting a quorum.
Whereupon, among other business, the following was transacted at said meeting: a written
Resolution entitled
RESOLUTION DIRECTING PUBLICATION OF NOTICE OF INTENTION
TO ISSUE COMBINATION TAX AND SURPLUS REVENUE
CERTIFICATES OF OBLIGATION
was duly introduced for consideration and passage. It was then duly moved and seconded that
said Resolution be passed; and, after due discussion, said motion, carrying with it the passage of
said Resolution, prevailed and carried by the following vote:
AYES: 4
NOES: 0
ABSTENTIONS: 0
2. A true, full and correct copy of the aforesaid Resolution passed at the meeting
described in the above and foregoing paragraph is attached to and follows this Certificate; said
Resolution has been duly recorded in the official minutes of said Town Council; the above and
foregoing paragraph is a true and correct excerpt from said minutes of said meeting pertaining to
the passage of said Resolution; the persons named in the above and foregoing paragraph, at the
time of said meeting and the passage of said Resolution, were the duly chosen, qualified and
acting members of said Town Council as indicated therein; each of said officers and member was
duly and sufficiently notified officially and personally in advance, of the time, place and purpose
of the aforesaid meeting and that said Resolution would be introduced and considered for
passage at said meeting; and said meeting was open to the public, and public notice of the time,
place and purpose of said meeting was given, all as required by Tex. Gov’t Code Ann. ch. 551.
Resolution 18-30
Page 3 of 4
RESOLUTION DIRECTING PUBLICATION OF NOTICE
OF INTENTION TO ISSUE COMBINATION TAX AND SURPLUS REVENUE
CERTIFICATES OF OBLIGATION
THE STATE OF TEXAS §
COUNTIES OF TARRANT AND DENTON §
TOWN OF WESTLAKE §
WHEREAS, this Town Council deems it advisable to give notice of intention to issue
combination tax and surplus revenue certificates of obligation of the Town of Westlake, Texas
(the “Town”), as hereinafter provided; 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:
1. Attached hereto is a form of the Notice of Intention to Issue Combination Tax and
Surplus Revenue Certificates of Obligation of the Town of Westlake, Texas, the form and
substance of which is hereby adopted and approved.
2. The Town Secretary shall cause said notice to be published in substantially the
form attached hereto, in a newspaper, as defined by Subchapter C, Chapter 2051, Texas
Government Code, of general circulation in the area of said Town, once a week for two
consecutive weeks, the date of the first publication thereof to be at least 30 days prior to the date
tentatively set for the adoption of the ordinance authorizing the issuance of such certificates of
obligation as shown in said notice.
3. This Resolution shall become effective immediately upon adoption.
-----------------------------------
Resolution 18-30
Page 4 of 4
NOTICE OF INTENTION TO ISSUE COMBINATION TAX AND SURPLUS REVENUE
CERTIFICATES OF OBLIGATION OF THE TOWN OF WESTLAKE, TEXAS
NOTICE IS HEREBY GIVEN that the Town Council of the Town of Westlake, Texas, at
its meeting to commence at 6:30 p.m. on October 2, 2018, at its regular meeting place at Council
Chamber, 1500 Solana Boulevard, Building 7, Suite 7100, 1st Floor, Westlake, Texas,
tentatively proposes to adopt an ordinance authorizing the issuance of interest bearing certificates
of obligation, in one or more series, in an amount not to exceed $2,100,000 for paying all or a
portion of the Town’s contractual obligations incurred in connection with: (i) acquiring,
constructing, installing, and equipping additions, improvements, extensions, and equipment for
the Town’s water system, including a water transmission line; and (ii) paying legal, fiscal and
engineering fees in connection with such projects. The Town proposes to provide for the
payment of such certificates of obligation from the levy and collection of ad valorem taxes in the
Town as provided by law and from a pledge of surplus revenues of the Town’s waterworks and
sewer system (the “System”) that remain after payment of all operation and maintenance
expenses thereof, and after all debt service, reserve, and other requirements in connection with
all revenue bonds or other obligations (now or hereafter outstanding) of the Town have been met,
to the extent that such obligations are payable from all or any part of the net revenues of the
System. The certificates of obligation are to be issued, and this notice is given, under and
pursuant to the provisions of V.T.C.A., Local Government Code, Subchapter C of Chapter 271.
TOWN OF WESTLAKE, TEXAS
CERTIFICATE FOR ORDINANCE
THE STATE OF TEXAS §
COUNTIES OF TARRANT AND DENTON §
TOWN OF WESTLAKE §
We, the undersigned officers of the Town of Westlake, Texas (the “Town”), hereby certify as
follows:
1. The Town Council of the Town (the “Town Council”) convened in SPECIAL MEETING
ON THE 2nd DAY OF OCTOBER, 2018 (the “Meeting”), and the roll was called of the duly
constituted officers and members of the Town Council, to-wit:
Laura Wheat, Mayor Greg Goble, Councilmember
Alesa Belvedere, Councilmember Carol Langdon, Councilmember
Michael Barrett, Councilmember Rick Rennhack, Councilmember
Kelly Edwards, Town Secretary
and all of such persons were present, thus constituting a quorum. Whereupon, among other business,
the following was transacted at the Meeting: a written
ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF TOWN OF WESTLAKE,
TEXAS COMBINATION TAX AND SURPLUS REVENUE CERTIFICATES OF
OBLIGATION, TAXABLE SERIES 2018, TO PROVIDE FUNDS FOR WATER SYSTEM
IMPROVEMENTS AND FOR RELATED ISSUANCE COSTS; LEVYING AN ANNUAL
AD VALOREM TAX AND PROVIDING FOR THE SECURITY FOR AND PAYMENT OF
SUCH CERTIFICATES; PROVIDING AN EFFECTIVE DATE; AND ENACTING OTHER
MATTERS AND PROVISIONS RELATING TO THE SUBJECT
was duly introduced for the consideration of the Town Council and read in full (the “Ordinance”). It
was then duly moved and seconded that the Ordinance be adopted; and, after due discussion, the
motion, carrying with it the adoption of the Ordinance, prevailed and carried with all members
present voting “AYE” except the following:
NOES: 0 ABSTAIN: 0
2. That a true, full, and correct copy of the Ordinance adopted at the Meeting is attached to
and follows this Certificate; that the Ordinance has been duly recorded in the Town Council’s
minutes of the Meeting; that the above and foregoing paragraph is a true, full, and correct excerpt
from the Town Council’s minutes of the Meeting pertaining to the adoption of the Ordinance, that the
persons named in the above and foregoing paragraph are the duly chosen, qualified, and acting
officers and members of the Town Council as indicated therein; that each of the officers and
members of the Town Council was duly and sufficiently notified officially and personally, in
advance, of the time, place, and purpose of the Meeting, and that the Ordinance would be introduced
and considered for adoption at the Meeting, and each of such officers and members consented, in
advance, to the holding of the Meeting for such purpose; and that the Meeting was open to the public,
and public notice of the time, place, and purpose of the Meeting was given, all as required by Chapter
551, Texas Government Code.
868
Ordinance 868
Page 1 of 24
TOWN OF WESTLAKE
ORDINANCE NO. 868
ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF TOWN OF WESTLAKE,
TEXAS COMBINATION TAX AND SURPLUS REVENUE CERTIFICATES OF OBLIGATION,
TAXABLE SERIES 2018, TO PROVIDE FUNDS FOR WATER SYSTEM IMPROVEMENTS AND
FOR RELATED ISSUANCE COSTS; LEVYING AN ANNUAL AD VALOREM TAX AND
PROVIDING FOR THE SECURITY FOR AND PAYMENT OF SUCH CERTIFICATES;
PROVIDING AN EFFECTIVE DATE; AND ENACTING OTHER MATTERS AND PROVISIONS
RELATING TO THE SUBJECT
THE STATE OF TEXAS §
COUNTIES OF TARRANT AND DENTON §
TOWN OF WESTLAKE §
WHEREAS, the Town Council of the Town of Westlake, Texas, deems it advisable to issue
Certificates of Obligation in the amount and for the purposes hereinafter set forth;
WHEREAS, the Certificates of Obligation hereinafter authorized and designated are to be issued
and delivered for cash pursuant to Subchapter C of Chapter 271, Local Government Code and Subchapter
B, Chapter 1502, Government Code;
WHEREAS, the Town Council has heretofore passed a resolution authorizing and directing the
Town Secretary to give notice of intention to issue Certificates of Obligation, and said notice has been duly
published in a newspaper of general circulation in said Town, said newspaper being a "newspaper" as
defined in §2051.044, Texas Government Code;
WHEREAS, the Town received no petition from the qualified electors of the Town protesting the
issuance of such Certificates of Obligation;
WHEREAS, no bond proposition to authorize the issuance of bonds for the same purpose as any
of the projects being financed with the proceeds of the Certificates of Obligation was submitted to the voters
of the Issuer during the preceding three years and failed to be approved;
WHEREAS, it is considered to be to the best interest of the Town that said interest-bearing
Certificates of Obligation be issued; and
WHEREAS, it is officially found, determined, and declared that the meeting at which this
Ordinance has been adopted was open to the public and public notice of the time, place and subject matter
of the public business to be considered and acted upon at said meeting, including this Ordinance, was given,
all as required by the applicable provisions of Tex. Gov=t Code Ann. Chapter 551; Now, Therefore
BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS:
Section 1. RECITALS, AMOUNT AND PURPOSE OF THE CERTIFICATES. The recitals set
forth in the preamble hereof are incorporated herein and shall have the same force and effect as if set forth
in this Section. The certificates of the Town of Westlake, Texas (the "Issuer") are hereby authorized to be
issued and delivered in the aggregate principal amount of $2,100,000, for paying all or a portion of the
Issuer's contractual obligations incurred for use in connection with (i) acquiring, constructing, installing,
and equipping improvements to the Issuer's water system, including a water transmission line, and (ii)
paying legal, fiscal and engineering fees in connection with such projects (collectively, the "Project").
Ordinance 868
Page 2 of 24
Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND MATURITIES
AND INTEREST RATES OF CERTIFICATES. Each certificate issued pursuant to this Ordinance shall
be designated: "TOWN OF WESTLAKE, TEXAS, COMBINATION TAX AND SURPLUS REVENUE
CERTIFICATE OF OBLIGATION, TAXABLE SERIES 2018," and initially there shall be issued, sold,
and delivered hereunder one fully registered certificate, without interest coupons, dated August 15, 2018,
in the principal amount stated above and in the denominations hereinafter stated, numbered T-1, with
certificates issued in replacement thereof being in the denominations and principal amounts hereinafter
stated and numbered consecutively from R-1 upward, payable to the respective Registered Owners thereof
(with the initial certificate being made payable to the initial purchaser as described in Section 10 hereof),
or to the registered assignee or assignees of said certificates or any portion or portions thereof (in each case,
the "Registered Owner"), and said certificates shall mature and be payable serially on February 15 in each
of the years and in the principal amounts, respectively, and shall bear interest from the dates set forth in the
FORM OF CERTIFICATE set forth in Section 4 of this Ordinance to their respective dates of maturity or
redemption prior to maturity at the rates per annum, as set forth in the following schedule:
Years
Principal
Amount
Interest
Rates
Years
Principal
Amount
Interest
Rates
2019 $ 5,000 1.98% 2029 $110,000 2.80%
2020 $ 85,000 2.16% 2030 $110,000 2.80%
2021 $ 90,000 2.25% 2031 $115,000 2.88%
2022 $ 90,000 2.33% 2032 $120,000 2.91%
2023 $ 95,000 2.40% 2033 $120,000 2.95%
2024 $ 95,000 2.49% 2034 $125,000 3.06%
2025 $ 95,000 2.56% 2035 $130,000 3.06%
2026 $100,000 2.62% 2036 $130,000 3.06%
2027 $105,000 2.66% 2037 $135,000 3.06%
2028 $105,000 2.70% 2038 $140,000 3.06%
The term "Certificates" as used in this Ordinance shall mean and include collectively the certificates initially
issued and delivered pursuant to this Ordinance and all substitute certificates exchanged therefor, as well
as all other substitute certificates and replacement certificates issued pursuant hereto, and the term
"Certificate" shall mean any of the Certificates.
Section 3. CHARACTERISTICS OF THE CERTIFICATES.
(a) Appointment of Paying Agent/Registrar. The Issuer hereby appoints U.S. Bank National
Association, Dallas, Texas, to serve as paying agent and registrar for the Certificates (the "Paying
Agent/Registrar"). The Mayor or Town Manager is authorized and directed to execute and deliver in the
name and on behalf of the Issuer a Paying Agent/Registrar Agreement with the Paying Agent/Registrar in
substantially the form presented at this meeting.
(b) Registration, Transfer, Conversion and Exchange. The Issuer shall keep or cause to be kept at
the corporate trust office of the Paying Agent/Registrar books or records for the registration of the transfer,
conversion and exchange of the Certificates (the "Registration Books"), and the Issuer hereby appoints the
Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such
registrations of transfers, conversions and exchanges under such reasonable regulations as the Issuer and
Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such registrations,
transfers, conversions and exchanges as herein provided within three days of presentation in due and proper
form. The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the
registered owner of each Certificate to which payments with respect to the Certificates shall be mailed, as
herein provided; but it shall be the duty of each registered owner to notify the Paying Agent/Registrar in
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writing of the address to which payments shall be mailed, and such interest payments shall not be mailed
unless such notice has been given. The Issuer shall have the right to inspect the Registration Books during
regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep
the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection
by any other entity. The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and
charges for making such registration, transfer, conversion, exchange and delivery of a substitute Certificate
or Certificates. Registration of assignments, transfers, conversions and exchanges of Certificates shall be
made in the manner provided and with the effect stated in the FORM OF CERTIFICATE set forth in this
Ordinance. Each substitute Certificate shall bear a letter and/or number to distinguish it from each other
Certificate.
(c) Authentication. Except as provided in subsection (i) of this section, an authorized
representative of the Paying Agent/Registrar shall, before the delivery of any such Certificate, date and
manually sign said Certificate, and no such Certificate shall be deemed to be issued or outstanding unless
such Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all paid Certificates and
Certificates surrendered for conversion and exchange. No additional ordinances, orders or resolutions need
be passed or adopted by the governing body of the Issuer or any other body or person so as to accomplish
the foregoing conversion and exchange of any Certificate or portion thereof, and the Paying Agent/Registrar
shall provide for the printing, execution and delivery of the substitute Certificates in the manner prescribed
herein. Pursuant to Subchapter D, Chapter 1201, Texas Government Code, the duty of conversion and
exchange of Certificates as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the
execution of said Certificate, the converted and exchanged Certificate shall be valid, incontestable, and
enforceable in the same manner and with the same effect as the Certificates which initially were issued and
delivered pursuant to this Ordinance, approved by the Attorney General, and registered by the Comptroller
of Public Accounts.
(d) Payment of Principal and Interest. The Issuer hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the principal of and interest on the Certificates, all as
provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made
by the Issuer and the Paying Agent/Registrar with respect to the Certificates, and of all conversions and
exchanges of Certificates, and all replacements of Certificates, as provided in this Ordinance. However, in
the event of a nonpayment 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 Issuer.
Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall
be 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 registered owner
appearing on the Registration Books at the close of business on the last business day next preceding the
date of mailing of such notice.
(e) Payment to Registered Owner. Notwithstanding any other provision of this Ordinance to the
contrary, the Issuer and the Paying Agent/Registrar shall be entitled to treat and consider the person in
whose name each Certificate is registered in the Registration Books as the absolute owner of such
Certificate for the purpose of payment of principal and interest with respect to such Certificate, for the
purpose of registering transfers with respect to such Certificate, and for all other purposes whatsoever. The
Paying Agent/Registrar shall pay all principal of and interest on the Certificates only to or upon the order
of the registered owners, as shown in the Registration Books as provided in this Ordinance, or their
respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully
satisfy and discharge the Issuer's obligations with respect to payment of principal of and interest on the
Certificates to the extent of the sum or sums so paid. No person other than a registered owner, as shown in
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the Registration Books, shall receive a Certificate evidencing the obligation of the Issuer to make payments
of principal and interest pursuant to this Ordinance.
(f) Paying Agent/Registrar. The Issuer covenants with the registered owners of the Certificates
that at all times while the Certificates are outstanding the Issuer will provide a competent and legally
qualified bank, trust company, financial institution or other agency to act as and perform the services of
Paying Agent/Registrar for the Certificates under this Ordinance, and that the Paying Agent/Registrar will
be one entity. By accepting the position and performing as such, each Paying Agent/Registrar shall be
deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be
delivered to each Paying Agent/Registrar.
(g) Substitute Paying Agent/Registrar. The Issuer reserves the right to, and may, at its option,
change the Paying Agent/Registrar upon not less than 120 days written notice to the Paying
Agent/Registrar, to be effective not later than 60 days prior to the next principal or interest payment date
after such notice. In the event that the entity at any time acting as Paying Agent/Registrar (or its successor
by merger, acquisition, or other method) should resign or otherwise cease to act as such, the Issuer
covenants that promptly it will appoint a competent and legally qualified bank, trust company, financial
institution, or other agency to act as Paying Agent/Registrar under this Ordinance. Upon any change in the
Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the
Registration Books (or a copy thereof), along with all other pertinent books and records relating to the
Certificates, to the new Paying Agent/Registrar designated and appointed by the Issuer. Upon any change
in the Paying Agent/Registrar, the Issuer promptly will cause a written notice thereof to be sent by the new
Paying Agent/Registrar to each registered owner of the Certificates, by United States mail, first-class
postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar.
(g) Book-Entry Only System. The Certificates issued in exchange for the Certificates initially
issued to the purchaser or purchasers specified herein shall be initially issued in the form of a separate single
fully registered Certificate for each of the maturities thereof and the ownership of each such Certificate
shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company of New York
("DTC"), and except as provided in subsections (i) and (j) of this Section, all of the outstanding Certificates
shall be registered in the name of Cede & Co., as nominee of DTC.
(h) Blanket Letter of Representations. The execution and delivery by the Mayor of a Blanket
Letter of Representations with respect to obligations of the Issuer is hereby authorized and approved; and
the provisions thereof shall be fully applicable to the Certificates. Notwithstanding anything to the contrary
contained herein, while the Certificates are subject to DTC's Book-Entry Only System and to the extent
permitted by law, the Letter of Representations is hereby incorporated herein and its provisions shall prevail
over any other provisions of this Ordinance in the event of conflict.
(i) Certificates Registered in the Name of Cede & Co. With respect to Certificates registered in
the name of Cede & Co., as nominee of DTC, the Issuer and the Paying Agent/Registrar shall have no
responsibility or obligation to any securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations on whose behalf DTC was created ("DTC Participant") to hold
securities to facilitate the clearance and settlement of securities transactions among DTC Participants or to
any person on behalf of whom such a DTC Participant holds an interest in the Certificates. Without limiting
the immediately preceding sentence, the Issuer 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 DTC Participant
with respect to any ownership interest in the Certificates, (ii) the delivery to any DTC Participant or any
other person, other than a registered owner of Certificates, as shown on the Registration Books, of any
notice with respect to the Certificates, or (iii) the payment to any DTC Participant or any other person, other
than a registered owner of Certificates, as shown in the Registration Books of any amount with respect to
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principal of or interest on the Certificates. Upon delivery by DTC to the Paying Agent/Registrar of written
notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and
subject to the provisions in this Ordinance with respect to interest checks being mailed to the registered
owner at the close of business on the Record date, the words "Cede & Co." in this Ordinance shall refer to
such new nominee of DTC.
(j) Successor Securities Depository; Transfers Outside Book-Entry Only System. In the event that
the Issuer determines that DTC is incapable of discharging its responsibilities described herein and in the
representation letter of the Issuer to DTC or that it is in the best interest of the beneficial owners of the
Certificates that they be able to obtain certificated Certificates, the Issuer shall (i) appoint a successor
securities depository, qualified to act as such under Section 17A of the Securities and Exchange Act of
1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities
depository and transfer one or more separate Certificates to such successor securities depository or (ii)
notify DTC and DTC Participants of the availability through DTC of Certificates and transfer one or more
separate Certificates to DTC Participants having Certificates credited to their DTC accounts. In such event,
the Certificates shall no longer be restricted to being registered in the Registration Books in the name of
Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities depository,
or its nominee, or in whatever name or names registered owners transferring or exchanging Certificates
shall designate, in accordance with the provisions of this Ordinance.
(k) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the contrary,
so long as any Certificate is registered in the name of Cede & Co., as nominee of DTC, all payments with
respect to principal of and interest on such Certificate and all notices with respect to such Certificate shall
be made and given, respectively, in the manner provided in the representation letter of the Issuer to DTC.
(l) General Characteristics of the Certificates. The Certificates (i) shall be issued in fully registered
form, without interest coupons, with the principal of and interest on such Certificates to be payable only to
the Registered Owners thereof, (ii) may and shall be redeemed prior to their scheduled maturities, (iii) may
be transferred and assigned, (iv) may be converted and exchanged for other Certificates, (v) shall have the
characteristics, (vi) shall be signed, sealed, executed and authenticated, (vii) the principal of and interest on
the Certificates shall be payable, and (viii) shall be administered and the Paying Agent/Registrar and the
Issuer shall have certain duties and responsibilities with respect to the Certificates, all as provided, and in
the manner and to the effect as required or indicated, in the FORM OF CERTIFICATE set forth in this
Ordinance. The Certificates initially issued and delivered pursuant to this Ordinance is not required to be,
and shall not be, authenticated by the Paying Agent/Registrar, but on each substitute Certificate issued in
conversion of and exchange for any Certificate or Certificates issued under this Ordinance the Paying
Agent/Registrar shall execute the Paying Agent/Registrar's Authentication Certificate, in the FORM OF
CERTIFICATE set forth in this Ordinance.
(m) Cancellation of Initial Certificate. On the closing date, one initial Certificate representing the
entire principal amount of the Certificates, payable in stated installments to the order of the initial purchaser
of the Certificates or its designee, executed by manual or facsimile signature of the Mayor and Town
Secretary of the Issuer, approved by the Attorney General of Texas, and registered and manually signed by
the Comptroller of Public Accounts of the State of Texas, will be delivered to such purchaser or its designee.
Upon payment for the initial Certificate, the Paying Agent/Registrar shall insert the Issuance Date on
Certificate No. T-1, cancel each of the initial Certificates and deliver to The Depository Trust Company
("DTC") on behalf of such purchaser one registered definitive Certificate for each year of maturity of the
Certificates, in the aggregate principal amount of all of the Certificates for such maturity, registered in the
name of Cede & Co., as nominee of DTC. To the extent that the Paying Agent/Registrar is eligible to
participate in DTC's FAST System, pursuant to an agreement between the Paying Agent/Registrar and
DTC, the Paying Agent/Registrar shall hold the definitive Certificates in safekeeping for DTC.
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Section 4. FORM OF CERTIFICATES. The form of the Certificates, including the form of Paying
Agent/Registrar's Authentication Certificate, the form of Assignment and the form of Registration
Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the Certificates
initially issued and delivered pursuant to this Ordinance, shall be, respectively, substantially as follows,
with such appropriate variations, omissions or insertions as are permitted or required by this Ordinance.
(a) Form of Certificate.
NO. R- UNITED STATES OF AMERICA
STATE OF TEXAS
PRINCIPAL
AMOUNT
$_________
TOWN OF WESTLAKE, TEXAS
COMBINATION TAX AND SURPLUS REVENUE CERTIFICATE OF OBLIGATION
TAXABLE SERIES 2018
Interest Rate Delivery Date Maturity Date CUSIP No.
November 2, 2018 February 15, 20__
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
ON THE MATURITY DATE specified above, the Town of Westlake, in Tarrant and Denton
Counties, Texas (the "Issuer"), being a political subdivision and municipal corporation of the State of Texas,
hereby promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called
the "Registered Owner"), on the Maturity Date specified above, the Principal Amount specified above. The
Issuer promises to pay interest on the unpaid principal amount hereof (calculated on the basis of a 360-day
year of twelve 30-day months) from the Delivery Date specified above at the Interest Rate per annum
specified above. Interest is payable on February 15, 2019, and semiannually on each August 15 and
February 15 hereafter to the Maturity Date specified above, or the date of redemption prior to maturity;
except, if this Certificate is required to be authenticated and the date of its authentication is later than the
first Record Date (hereinafter defined), such Principal Amount shall bear interest from the interest payment
date next preceding the date of authentication, unless such date of authentication is after any Record Date
but on or before the next following interest payment date, in which case such principal amount shall bear
interest from such next following interest payment date; provided, however, that if on the date of
authentication hereof the interest on the Certificate or Certificates, if any, for which this Certificate is being
exchanged is due but has not been paid, then this Certificate shall bear interest from the date to which such
interest has been paid in full.
THE PRINCIPAL OF AND INTEREST ON this Certificate are payable in lawful money of the
United States of America, without exchange or collection charges. The principal of this Certificate shall
be paid to the registered owner hereof upon presentation and surrender of this Certificate at maturity, or
upon the date fixed for its redemption prior to maturity, at the principal corporate trust office of U.S. Bank
National Association in Dallas, Texas, which is the "Paying Agent/Registrar" for this Certificate. The
payment of interest on this Certificate shall be made by the Paying Agent/Registrar to the registered owner
hereof on each interest payment date by check or draft, dated as of such interest payment date, drawn by
the Paying Agent/Registrar on, and payable solely from, funds of the Issuer required by the ordinance
authorizing the issuance of this Certificate (the "Certificate Ordinance") to be on deposit with the Paying
Agent/Registrar for such purpose as hereinafter provided; and such check or draft shall be sent by the Paying
Agent/Registrar by United States mail, first-class postage prepaid, on each such interest payment date, to
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the registered owner hereof, at its address as it appeared at the close of business on the last business day of
the month preceding each such date (the "Record Date") on the Registration Books kept by the Paying
Agent/Registrar, as hereinafter described.
NOTWITHSTANDING ANY PROVISION, term, condition or requirement of this Certificate or
the Certificate Ordinance to the contrary, payments to the initial purchaser of the Certificates of principal
of and interest on the Certificates shall be made by wire transfer of immediately available funds at no cost
to such purchaser.
IN ADDITION, INTEREST MAY BE PAID by such other method, acceptable to the Paying
Agent/Registrar, requested by, and at the risk and expense of, the registered owner.
IN THE EVENT OF A NON-PAYMENT OF INTEREST on a scheduled payment date, and for
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 Issuer. Notice of the Special Record Date and of the scheduled payment date of the past due interest
(which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the
Special Record Date by United States mail, first-class postage prepaid, to the address of each owner of a
Certificate appearing on the Registration Books at the close of business on the last business day next
preceding the date of mailing of such notice.
ANY ACCRUED INTEREST due at maturity or upon the redemption of this Certificate prior to
maturity as provided herein shall be paid to the registered owner upon presentation and surrender of this
Certificate for redemption and payment at the principal corporate trust office of the Paying Agent/Registrar.
The Issuer covenants with the registered owner of this Certificate that on or before each principal payment
date, interest payment date, and accrued interest payment date for this Certificate it will make available to
the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Certificate Ordinance, the
amounts required to provide for the payment, in immediately available funds, of all principal of and interest
on the Certificates, when due.
IF THE DATE for the payment of the principal of or interest on this Certificate shall be a Saturday,
Sunday, a legal holiday or a day on which banking institutions in the city where the principal 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 that is not such a Saturday, Sunday, legal holiday
or day on which banking institutions are authorized to close; and payment on such date shall have the same
force and effect as if made on the original date payment was due.
THIS CERTIFICATE is one of a series of Certificates dated August 15, 2018, authorized in
accordance with the Constitution and laws of the State of Texas in the principal amount of $2,100,000, for
paying all or a portion of the Issuer's contractual obligations incurred for use in connection with: (i)
acquiring constructing, installing, and equipping improvements to the Issuer's water system, including a
water transmission line, and (ii) paying legal, fiscal and engineering fees in connection with such projects.
ON AUGUST 15, 2028, or on any date thereafter, the Certificates of this series may be redeemed
prior to their scheduled maturities, at the option of the Issuer, with funds derived from any available and
lawful source, as a whole, or in part, and, if in part, the particular Certificates, or portions thereof, to be
redeemed shall be redeemed in inverse order of maturity and the Issuer shall direct the Paying
Agent/Registrar to call by lot or other customary method, portions thereof within such maturities and in
such principal amounts, for redemption (provided that a portion of a Certificate may be redeemed only in
an integral multiple of $5,000), at a redemption price equal to the principal amount to be redeemed plus
accrued interest to the date fixed for redemption.
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AT LEAST 30 days prior to the date fixed for any redemption of Certificates or portions thereof
prior to maturity a written notice of such redemption shall be sent by the Paying Agent/Registrar by United
States mail, first-class postage prepaid, to the registered owner of each Certificate to be redeemed at its
address as it appeared on the Registration Books at the close of business on the business day next preceding
the date of mailing of such notice; provided, however, that the failure of the registered owner to receive
such notice, or any defect therein or in the sending or mailing thereof, shall not affect the validity or
effectiveness of the proceedings for the redemption of any Certificate. By the date fixed for any such
redemption due provision shall be made with the Paying Agent/Registrar for the payment of the required
redemption price for the Certificates or portions thereof that are to be so redeemed. If such written notice
of redemption is sent and if due provision for such payment is made, all as provided above, the Certificates
or portions thereof that are to be so redeemed thereby automatically shall be treated as redeemed prior to
their scheduled maturities, and they shall not bear interest after the date fixed for redemption, and they shall
not be regarded as being outstanding except for the right of the registered owner to receive the redemption
price from the Paying Agent/Registrar out of the funds provided for such payment. If a portion of any
Certificate shall be redeemed, a substitute Certificate or Certificates having the same maturity date, bearing
interest at the same rate, in any denomination or denominations in any integral multiple of $5,000, at the
written request of the registered owner, and in aggregate principal amount equal to the unredeemed portion
thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the expense of
the Issuer, all as provided in the Certificate Ordinance.
IF AT THE TIME OF MAILING of notice of optional redemption there shall not have either been
deposited with the Paying Agent/Registrar or legally authorized escrow agent immediately available funds
sufficient to redeem all the Certificates called for redemption, such notice may state that it is conditional,
and is subject to the deposit of the redemption moneys with the Paying Agent/Registrar or legally authorized
escrow agent at or prior to the redemption date. If such redemption is not effectuated, the Paying
Agent/Registrar shall, within five days thereafter, give notice in the manner in which the notice of
redemption was given that such moneys were not so received and shall rescind the redemption.
ALL CERTIFICATES OF THIS SERIES are issuable solely as fully registered certificates, without
interest coupons, in the denomination of any integral multiple of $5,000. As provided in the Certificate
Ordinance, this Certificate may, at the request of the registered owner or the assignee or assignees hereof,
be assigned, transferred, converted into and exchanged for a like aggregate principal amount of fully
registered certificates, without interest coupons, payable to the appropriate registered owner, assignee or
assignees, as the case may be, having the same denomination or denominations in any integral multiple of
$5,000 as requested in writing by the appropriate registered owner, assignee or assignees, as the case may
be, upon surrender of this Certificate to the Paying Agent/Registrar for cancellation, all in accordance with
the form and procedures set forth in the Certificate Ordinance. Among other requirements for such
assignment and transfer, this Certificate must be presented and surrendered to the Paying Agent/Registrar,
together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the
Paying Agent/Registrar, evidencing assignment of this Certificate or any portion or portions hereof in any
integral multiple of $5,000 to the assignee or assignees in whose name or names this Certificate or any such
portion or portions hereof is or are to be registered. The form of Assignment printed or endorsed on this
Certificate may be executed by the registered owner to evidence the assignment hereof, but such method is
not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may be used
to evidence the assignment of this Certificate or any portion or portions hereof from time to time by the
registered owner. The Paying Agent/Registrar's reasonable standard or customary fees and charges for
assigning, transferring, converting and exchanging any Certificate or portion thereof will be paid by the
Issuer. In any circumstance, any taxes or governmental charges required to be paid with respect thereto
shall be paid by the one requesting such assignment, transfer, conversion or exchange, as a condition
precedent to the exercise of such privilege. The Paying Agent/Registrar shall not be required to make any
such transfer, conversion, or exchange (i) during the period commencing with the close of business on any
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Record Date and ending with the opening of business on the next following principal or interest payment
date, or (ii) with respect to any Certificate or any portion thereof called for redemption prior to maturity,
within 45 days prior to its redemption date.
IN THE EVENT any Paying Agent/Registrar for the Certificates is changed by the Issuer, resigns,
or otherwise ceases to act as such, the Issuer has covenanted in the Certificate Ordinance that it promptly
will appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be
mailed to the registered owners of the Certificates.
IT IS HEREBY certified, recited and covenanted that this Certificate has been duly and validly
authorized, issued and delivered; that all acts, conditions and things required or proper to be performed,
exist and be done precedent to or in the authorization, issuance and delivery of this Certificate have been
performed, existed and been done in accordance with law; that this Certificate is a general obligation of
said Issuer, issued on the full faith and credit thereof; and that annual ad valorem taxes sufficient to provide
for the payment of the interest on and principal of this Certificate, as such interest comes due and such
principal matures, have been levied and ordered to be levied against all taxable property in said Issuer, and
have been pledged for such payment, within the limit prescribed by law, and that this Certificate is
additionally secured by and payable from a pledge of the Surplus Revenues of the Issuer's waterworks and
sewer system remaining after payment of all operation and maintenance expenses thereof, and all debt
service, reserve and other requirements in connection with all of the Issuer's revenue obligations (now or
hereafter outstanding) that are payable from all or part of said revenues, all as provided in the Certificate
Ordinance.
THE ISSUER HAS RESERVED THE RIGHT to amend the Certificate Ordinance as provided
therein, and under some (but not all) circumstances amendments thereto must be approved by the registered
owners of a majority in aggregate principal amount of the outstanding Certificates.
BY BECOMING the registered owner of this Certificate, the registered owner thereby
acknowledges all of the terms and provisions of the Certificate Ordinance, agrees to be bound by such terms
and provisions, acknowledges that the Certificate Ordinance is duly recorded and available for inspection
in the official minutes and records of the governing body of the Issuer, and agrees that the terms and
provisions of this Certificate and the Certificate Ordinance constitute a contract between each registered
owner hereof and the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this Certificate to be signed with the manual or
facsimile signature of the Mayor of the Issuer (or in the absence of the Mayor, by the Mayor Pro-Tem) and
countersigned with the manual or facsimile signature of the Town Secretary of said Issuer, and has caused
the official seal of the Issuer to be duly impressed, or placed in facsimile, on this Certificate.
(signature) (signature)
Town Secretary Mayor
(SEAL)
(b) Form of Paying Agent/Registrar's Authentication Certificate.
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Certificate is not accompanied by an executed Registration Certificate
of the Comptroller of Public Accounts of the State of Texas)
It is hereby certified that this Certificate has been issued under the provisions of the Certificate
Ordinance described in the text of this Certificate; and that this Certificate has been issued in conversion or
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replacement of, or in exchange for, a certificate, certificates, or a portion of a certificate or certificates of a
series that originally was approved by the Attorney General of the State of Texas and registered by the
Comptroller of Public Accounts of the State of Texas.
Dated: _ . U.S. BANK NATIONAL ASSOCIATION,
Dallas, Texas
Paying Agent/Registrar
By:
Authorized Representative
(c) Form of Assignment.
ASSIGNMENT
(Please type or print clearly)
For value received, the undersigned hereby sells, assigns and transfers unto:
Transferee's Social Security or Taxpayer Identification Number:
Transferee's name and address, including zip code:
the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints
, attorney, to register the transfer of the within
Certificate on the books kept for registration thereof, with full power of substitution in the premises.
Dated: .
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by an
eligible guarantor institution participating in a
securities transfer association recognized signature
guarantee program.
NOTICE: The signature above must correspond
with the name of the Registered Owner as it appears
upon the front of this Certificate in every particular,
without alteration or enlargement or any change
whatsoever.
(d) Form of Registration Certificate of the Comptroller of Public Accounts.
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that this Certificate has been examined, certified as to validity and approved by the
Attorney General of the State of Texas, and that this Certificate has been registered by the Comptroller of
Public Accounts of the State of Texas.
Witness my signature and seal this .
Comptroller of Public Accounts of the State of Texas
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(COMPTROLLER'S SEAL)
(e) Initial Certificate Insertions.
(i) The initial Certificate shall be in the form set forth is paragraph (a) of this Section,
except that:
A. immediately under the name of the Certificate, the headings "Interest Rate" and
"Maturity Date" shall both be completed with the words "As shown below" and "CUSIP
No. _____" shall be deleted.
B. the first paragraph shall be deleted and the following will be inserted:
"THE TOWN OF WESTLAKE, TEXAS, in Tarrant and Denton Counties, Texas (the "Issuer"),
being a political subdivision and municipal corporation of the State of Texas, hereby promises to pay to the
Registered Owner specified above, or registered assigns (hereinafter called the "Registered Owner"), on
February 15 in each of the years, in the principal installments and bearing interest at the per annum rates
set forth in the following schedule:
Years Principal Installments Interest Rates
(Information from Section 2 to be inserted)
The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on the basis
of a 360-day year of twelve 30-day months) from the Delivery Date specified above at the respective
Interest Rate per annum specified above. Interest is payable on February 15, 2019, and semiannually on
each August 15 and February 15 thereafter to the date of payment of the principal installment specified
above, or the date of redemption prior to maturity; except, that if this Certificate is required to be
authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), such
Principal Amount shall bear interest from the interest payment date next preceding the date of
authentication, unless such date of authentication is after any Record Date but on or before the next
following interest payment date, in which case such principal amount shall bear interest from such next
following interest payment date; provided, however, that if on the date of authentication hereof the interest
on the Certificate or Certificates, if any, for which this Certificate is being exchanged is due but has not
been paid, then this Certificate shall bear interest from the date to which such interest has been paid in full."
C. The Initial Certificate shall be numbered "T-1."
Section 5. INTEREST AND SINKING FUND; SURPLUS REVENUES.
(a) A special "Interest and Sinking Fund" is hereby created and shall be established and maintained
by the Issuer as a separate fund or account and the funds therein shall be deposited into and held in an
account at an official depository bank of said Issuer. Said Interest and Sinking Fund shall be kept separate
and apart from all other funds and accounts of said Issuer, and shall be used only for paying the interest on
and principal of said Certificates. All amounts received from the sale of the Certificates as accrued interest,
shall be deposited upon receipt to the Interest and Sinking Fund, and all ad valorem taxes levied and
collected for and on account of said Certificates shall be deposited, as collected, to the credit of said Interest
and Sinking Fund. During each year while any of said Certificates are outstanding and unpaid, the
governing body of said Issuer shall compute and ascertain a rate and amount of ad valorem tax that will be
sufficient to raise and produce the money required to pay the interest on said Certificates as such interest
comes due, and to provide and maintain a sinking fund adequate to pay the principal of said Certificates as
such principal matures (but never less than 2% of the original amount of said Certificates as a sinking fund
each year); and said tax shall be based on the latest approved tax rolls of said Issuer, with full allowances
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being made for tax delinquencies and the cost of tax collection. Said rate and amount of ad valorem tax is
hereby levied, and is hereby ordered to be levied, against all taxable property in said Issuer, for each year
while any of said Certificates are outstanding and unpaid, and said tax shall be assessed and collected each
such year and deposited to the credit of the aforesaid Interest and Sinking Fund. Said ad valorem taxes
sufficient to provide for the payment of the interest on and principal of said Certificates, as such interest
comes due and such principal matures, are hereby pledged for such payment, within the limit prescribed by
law.
(b) The Certificates are additionally secured by revenues of the Issuer's waterworks and sewer
system (the "System") that remain after the payment of all maintenance and operation expenses thereof,
and all debt service, reserve and other requirements in connection with all of the Issuer's revenue obligations
(now or hereafter outstanding) that are secured by a lien on all or any part of the net revenues of the System,
such revenues constituting "Surplus Revenues." The Issuer shall deposit such Surplus Revenues to the
credit of the Interest and Sinking Fund created pursuant to subsection (a) of this section, to the extent
necessary to pay the principal and interest on the Certificates. Notwithstanding the requirements of
subsection (a) of this section, if Surplus Revenues or other lawfully available moneys of the Issuer are
actually on deposit, or budgeted for deposit as hereinafter provided, 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 that otherwise would have been required to be levied pursuant to Section 5(a) may be reduced to the
extent and by the amount of the revenues then on deposit, or budgeted for deposit as hereinafter provided,
in the Sinking Fund. However, if the Surplus Revenues are budgeted for deposit into the Interest and
Sinking Fund, the Issuer:
(i) shall transfer and deposit in the Interest Sinking Fund each month an amount of not less
than 1/12th of the annual debt service on the Certificates until the amount on deposit in the Interest
and Sinking Fund equals the amount required for annual debt service on the Certificates; further,
that the Issuer shall not transfer any Surplus 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 Certificates for
the then current fiscal year has been deposited in the Interest and Sinking Fund;
(ii) shall establish, adopt and maintain an annual budget that provides for either the
monthly deposit of sufficient Surplus 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 Certificates; and
(iii) shall at all times maintain and collect sufficient System rates and charges in
conjunction with any other legally available funds that, after payment of the costs of operating and
maintaining the System, produce revenues in an amount not less than 1.10 times debt service
requirements of all outstanding System revenue bonds of the Issuer and other obligations of the
Issuer which are secured in whole or in part by a pledge of revenues of the System, for which the
Issuer is budgeting the repayment of such obligations from the revenues of the System, or the Issuer
shall provide documentation which evidences the levy 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 System debt service requirements.
(c) Article 1208, Government Code, applies to the issuance of the Certificates of Obligation and
the pledge of the taxes and Surplus Revenues granted by the Issuer under this Section, and is therefore
valid, effective, and perfected. Should Texas law be amended at any time while the Certificates of
Obligation are outstanding and unpaid, the result of such amendment being that the pledge of the taxes and
Surplus Revenues granted by the Issuer under this Section, is to be subject to the filing requirements of
Chapter 9, Business & Commerce Code, in order to preserve to the registered owners of the Certificates of
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Obligation a security interest in said pledge, the Issuer agrees to take such measures as it determines are
reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, Business
& Commerce Code and enable a filing of a security interest in said pledge to occur.
Section 6. DEFEASANCE OF CERTIFICATES.
(a) Any Certificate and the interest thereon shall be deemed to be paid, retired and no longer
outstanding (a "Defeased Certificate") within the meaning of this Ordinance, except to the extent provided
in subsection (d) of this Section, when payment of the principal of such Certificate, plus interest thereon to
the due date (whether such due date be by reason of maturity or otherwise) either (i) shall have been made
or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for on or before
such due date by irrevocably depositing with or making available to the Paying Agent/Registrar in
accordance with an escrow agreement or other instrument (the "Future Escrow Agreement") for such
payment (1) lawful money of the United States of America sufficient to make such payment or (2)
Defeasance Securities that mature as to principal and interest in such amounts and at such times as will
insure the availability, without reinvestment, of sufficient money to provide for such payment, and when
proper arrangements have been made by the Issuer with the Paying Agent/Registrar for the payment of its
services until all Defeased Certificates shall have become due and payable. At such time as a Certificate
shall be deemed to be a Defeased Certificate hereunder, as aforesaid, such Certificate and the interest
thereon shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes
herein levied and pledged or the limited pledge of Surplus Revenues as provided in this Ordinance, and
such principal and interest shall be payable solely from such money or Defeasance Securities.
Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided that any
determination not to redeem Defeased Certificates that is made in conjunction with the payment
arrangements specified in subsection 6(a)(i) or (ii) shall not be irrevocable, provided that: (1) in the
proceedings providing for such payment arrangements, the Issuer expressly reserves the right to call the
Defeased Certificates for redemption; (2) gives notice of the reservation of that right to the owners of the
Defeased Certificates immediately following the making of the payment arrangements; and (3) directs that
notice of the reservation be included in any redemption notices that it authorizes.
(b) Any moneys so deposited with the Paying Agent/Registrar may at the written direction of the
Issuer be invested in Defeasance Securities, maturing in the amounts and times as hereinbefore set forth,
and all income from such Defeasance Securities received by the Paying Agent/Registrar that is not required
for the payment of the Certificates and interest thereon, with respect to which such money has been so
deposited, shall be turned over to the Issuer, or deposited as directed in writing by the Issuer. Any Future
Escrow Agreement pursuant to which the money and/or Defeasance Securities are held for the payment of
Defeased Certificates may contain provisions permitting the investment or reinvestment of such moneys in
Defeasance Securities or the substitution of other Defeasance Securities upon the satisfaction of the
requirements specified in subsection 6(a)(i) or (ii). All income from such Defeasance Securities received
by the Paying Agent/Registrar which is not required for the payment of the Defeased Certificates, with
respect to which such money has been so deposited, shall be remitted to the Issuer or deposited as directed
in writing by the Issuer.
(c) The term "Defeasance Securities" means any securities and obligations now or hereafter
authorized by State law that are eligible to discharges obligations such as the Certificates, which under
current law is limited to the following types of securities: (i) direct, noncallable obligations of the United
States of America, including obligations that are unconditionally guaranteed by the United States of
America., (ii) noncallable obligations of an agency or instrumentality of the United States of America,
including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and
that, on the date of the purchase thereof are rated as to investment quality by a nationally recognized
investment rating firm not less than AAA or its equivalent, and (iii) noncallable obligations of a state or an
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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 financial
arrangements are rated as to investment quality by a nationally recognized investment rating firm not less
than AAA or its equivalent.
(d) Until all Defeased Certificates shall have become due and payable, the Paying Agent/Registrar
shall perform the services of Paying Agent/Registrar for such Defeased Certificates the same as if they had
not been defeased, and the Issuer shall make proper arrangements to provide and pay for such services as
required by this Ordinance.
(e) In the event that the Issuer elects to defease less than all of the principal amount of Certificates
of a maturity, the Paying Agent/Registrar shall select, or cause to be selected, such amount of Certificates
by such random method as it deems fair and appropriate.
(f) So long as the Texas Water Development Board is the registered owner of any of the
Certificates, the Issuer shall provide written notice to the Texas Water Development Board of a defeasance
of the Certificates pursuant to subsection (a)(ii) of this Section.
Section 7. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED CERTIFICATES.
(a) Replacement Certificates. In the event any outstanding Certificate is damaged, mutilated, lost,
stolen or destroyed, the Paying Agent/Registrar shall cause to be printed, executed and delivered, a new
certificate of the same principal amount, maturity and interest rate, as the damaged, mutilated, lost, stolen
or destroyed Certificate, in replacement for such Certificate in the manner hereinafter provided.
(b) Application for Replacement Certificates. Application for replacement of damaged, mutilated,
lost, stolen or destroyed Certificates shall be made by the registered owner thereof to the Paying
Agent/Registrar. In every case of loss, theft or destruction of a Certificate, the registered owner applying
for a replacement certificate shall furnish to the Issuer and to the Paying Agent/Registrar such security or
indemnity as may be required by them to save each of them harmless from any loss or damage with respect
thereto. Also, in every case of loss, theft or destruction of a Certificate, the registered owner shall furnish
to the Issuer and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft or destruction
of such Certificate, as the case may be. In every case of damage or mutilation of a Certificate, the registered
owner shall surrender to the Paying Agent/Registrar for cancellation the Certificate so damaged or
mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the event
any such Certificate shall have matured, and no default has occurred that is then continuing in the payment
of the principal of, redemption premium, if any, or interest on the Certificate, the Issuer may authorize the
payment of the same (without surrender thereof except in the case of a damaged or mutilated Certificate)
instead of issuing a replacement Certificate, provided security or indemnity is furnished as above provided
in this Section.
(d) Charge for Issuing Replacement Certificates. Prior to the issuance of any replacement
certificate, the Paying Agent/Registrar shall charge the registered owner of such Certificate with all legal,
printing, and other expenses in connection therewith. Every replacement certificate issued pursuant to the
provisions of this Section by virtue of the fact that any Certificate is lost, stolen or destroyed shall constitute
a contractual obligation of the Issuer whether or not the lost, stolen or destroyed Certificate shall be found
at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally
and proportionately with any and all other Certificates duly issued under this Ordinance.
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(e) Authority for Issuing Replacement Certificates. In accordance with Sec. 1206.022,
Government Code, this Section 7 of this Ordinance shall constitute authority for the issuance of any such
replacement certificate without necessity of further action by the governing body of the Issuer or any other
body or person, and the duty of the replacement of such certificates is hereby authorized and imposed upon
the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Certificates
in the form and manner and with the effect, as provided in Section 3(a) of this Ordinance for Certificates
issued in conversion and exchange for other Certificates.
Section 8. CUSTODY, APPROVAL, AND REGISTRATION OF CERTIFICATES; BOND
COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVISION, IF
OBTAINED; ENGAGEMENT OF BOND COUNSEL.
(a) The Mayor of the Issuer is hereby authorized to have control of the Certificates initially issued
and delivered hereunder and all necessary records and proceedings pertaining to the Certificates pending
their delivery and their investigation, examination, and approval by the Attorney General of the State of
Texas, and their registration by the Comptroller of Public Accounts of the State of Texas. Upon registration
of the Certificates said Comptroller of Public Accounts (or a deputy designated in writing to act for said
Comptroller) shall manually sign the Comptroller's Registration Certificate attached to such Certificates,
and the seal of said Comptroller shall be impressed, or placed in facsimile, on such Certificate. The
approving legal opinion of the Issuer's Bond Counsel and the assigned CUSIP numbers may, at the option
of the Issuer, be printed on the Certificates issued and delivered under this Ordinance, but neither shall have
any legal effect, and shall be solely for the convenience and information of the registered owners of the
Certificates. In addition, if bond insurance is obtained, the Certificates may bear an appropriate legend as
provided by the insurer.
(b) The obligation of the initial purchaser to accept delivery of the Certificates is subject to the
initial purchaser being furnished with the final, approving opinion of McCall, Parkhurst & Horton L.L.P.,
bond counsel to the Issuer, which opinion shall be dated as of and delivered on the date of initial delivery
of the Certificates to the initial purchaser. The engagement of such firm as bond counsel to the Issuer in
connection with issuance, sale and delivery of the Certificates is hereby approved and confirmed. The
execution and delivery of an engagement letter between the Issuer and such firm, with respect to such
services as bond counsel, is hereby authorized in such form as may be approved by the Mayor, and the
Mayor is hereby authorized to execute such engagement letter.
Section 9. [RESERVED].
Section 10. SALE OF CERTIFICATES; FURTHER PROCEDURES.
(a) The Certificates are hereby officially sold and awarded to the initial purchaser, the Texas Water
Development Board, at a price equal to the par amount thereof, pursuant to TWDB Resolution No. 18-087.
It is hereby officially found, determined, and declared that the terms of this sale are the most advantageous
reasonably obtainable. The Certificates shall initially be registered in the name of the Texas Water
Development Board or its designee.
(b) The Mayor, Town Manager, Town Secretary and Finance Director of the Issuer, 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 execute, acknowledge and deliver in the name
and on behalf of the Issuer all such documents, certificates and other 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 Certificates and the sale of the Certificates. In case any officer 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.
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Section 11. INTEREST EARNINGS ON CERTIFICATE PROCEEDS. Interest earnings derived
from the investment of proceeds from the sale of the Certificates shall be used along with other certificate
proceeds for the Project; provided that after completion of such purpose, if any of such interest earnings
remain on hand, such interest earnings shall be used as described in Section 16(d).
Section 12. CONSTRUCTION FUND; SECURITY FOR DEPOSITS.
(a) The Issuer hereby creates and establishes and shall maintain on the books of the Issuer a
separate fund to be entitled the "Taxable Series 2018 Combination Tax and Surplus Revenue Certificate of
Obligation Construction Fund" for use by the Issuer for payment of all lawful costs associated with the
acquisition and construction of the Project as hereinbefore provided, and to pay the costs of issuance of the
Certificates. Upon payment of all such costs, any moneys remaining on deposit in said Fund shall be
disbursed as provided in Section 16(c).
(b) The Issuer may place proceeds of the Certificates (including investment earnings thereon) and
amounts deposited into the Interest and Sinking Fund in investments authorized by the Public Funds
Investment Act, Chapter 2256, Texas Government Code, as amended; provided, however, that the Issuer
hereby covenants that the proceeds of the sale of the Certificates will be used as soon as practicable for the
purposes for which the Certificates are issued.
(c) All deposits authorized or required by this Ordinance shall be secured to the fullest extent
required by law for the security of public funds as provided in Chapters 2256 and 2257, Texas Government
Code, as amended.
Section 13. COMPLIANCE WITH RULE 15c2-12.
(a) Definitions. As used in this Section, the following terms have the meanings ascribed to such
terms below:
"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.
(i) The Issuer shall provide annually to the MSRB, within twelve months after the end of
each fiscal year ending in or after 2018, financial information and operating data with respect to
the Issuer of the general type included in the Issuer’s application to the Texas Water Development
Board (the “Application”) to the extent that such information is customarily prepared by the Issuer
and is publicly available. Any financial statements so to be provided shall be (1) prepared in
accordance with the accounting principles described in the notes to the financial statements filed
with the Texas Water Development Board as part of the Application, or such other accounting
principles as the Issuer may be required to employ from time to time pursuant to state law or
regulation, and (2) audited, if the Issuer commissions an audit of such 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 Issuer shall provide unaudited financial
information that is available to the Issuer by the required time and will provide audited financial
statements for the applicable fiscal year to the MSRB, when and if the audit report on such
statements become available. Such information shall be transmitted electronically to the MSRB,
in such format and accompanied by such identifying information as prescribed by the MSRB.
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(ii) If the Issuer changes its fiscal year, it will notify the MSRB of the change (and of the
date of the new fiscal year end) prior to the next date by which the Issuer otherwise would be
required to provide financial information and operating data pursuant to this Section. The 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 that is available
to the public on the MSRB's internet website or filed with the SEC. All documents provided to the
MSRB pursuant to this Section shall be accompanied by identifying information as prescribed by
the MSRB.
(c) Event Notices.
(i) The Issuer shall notify the MSRB in an electronic format as prescribed by the MSRB,
in a timely manner (but not in excess of ten business days after the occurrence of the event) of any
of the following events with respect to the Certificates, if such event is material within the meaning
of the federal securities laws:
1. Non-payment related defaults;
2. Modifications to rights of Certificateholders;
3. Certificate calls;
4. Release, substitution, or sale of property securing repayment of the Certificates;
5. The consummation of a merger, consolidation, or acquisition involving an
obligated person or the sale of all or substantially all of the assets of the obligated person,
other than in the ordinary course of business, the entry into a definitive agreement to
undertake such an action or the termination of a definitive agreement relating to any such
actions, other than pursuant to its terms; and
6. Appointment of a successor or additional trustee or the change of name of a
trustee.
(ii) The Issuer shall notify the MSRB in an electronic format as prescribed by the MSRB,
in a timely manner (but not in excess of ten business days after the occurrence of the event) of any
of the following events with respect to the Certificates, without regard to whether such event is
considered material within the meaning of the federal securities laws:
1. Principal and interest payment delinquencies;
2. Unscheduled draws on debt service reserves reflecting financial difficulties;
3. Unscheduled draws on credit enhancements reflecting financial difficulties;
4. Substitution of credit or liquidity providers, or their failure to perform;
5. Adverse tax opinions or the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form
5701BTEB) or other material notices or determinations with respect to the tax status of the
Certificates, or other material events affecting the tax status of the Certificates;
6. Tender offers;
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7. Defeasances;
8. Rating changes; and
9. Bankruptcy, insolvency, receivership or similar event of an obligated person.
(iii) The Issuer shall notify the MSRB, in a timely manner, of any failure by the Issuer to
provide financial information or operating data in accordance with subsection (b) of this Section
by the time required by such subsection.
(d) Limitations, Disclaimers, and Amendments.
(i) The Issuer shall be obligated to observe and perform the covenants specified in this
Section for so long as, but only for so long as, the Issuer remains an "obligated person" with respect
to the Certificates within the meaning of the Rule, except that the Issuer in any event will give
notice of any deposit made in accordance with this Order or applicable law that causes Certificates
no longer to be outstanding.
(ii) The provisions of this Section are for the sole benefit of the Registered Owners and
beneficial owners of the Certificates, 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 Issuer
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 Issuer'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 Issuer does not make any representation or warranty concerning such
information or its usefulness to a decision to invest in or sell Certificates at any future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE
REGISTERED OWNER OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER
PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART
FROM ANY BREACH BY THE ISSUER, WHETHER NEGLIGENT 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.
(iv) No default by the Issuer in observing or performing its obligations under this Section
shall comprise a breach of or default under this Order for purposes of any other provision of this
Order. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the Issuer under federal and state securities laws.
(v) Should the Rule be amended to obligate the Issuer to make filings with or provide
notices to entities other than the MSRB, the Issuer hereby agrees to undertake such obligation with
respect to the Certificates in accordance with the Rule as amended. The provisions of this Section
may be amended by the Issuer 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 Issuer, but only if (1) the provisions of this Section, as so amended, would have
permitted an underwriter to purchase or sell Certificates in the primary offering of the Certificates
in compliance with the Rule, taking into account any amendments or interpretations of the Rule
since such offering as well as such changed circumstances and (2) either (a) the Registered Owners
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of a majority in aggregate principal amount (or any greater amount required by any other provision
of this Order that authorizes such an amendment) of the outstanding Certificates consent to such
amendment or (b) a person that is unaffiliated with the Issuer (such as nationally recognized bond
counsel) determined that such amendment will not materially impair the interest of the Registered
Owners and beneficial owners of the Certificates. The Issuer may also amend or repeal the
provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable
provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the
Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent
an underwriter from lawfully purchasing or selling Certificates in the primary offering of the
Certificates. If the Issuer so amends the provisions of this Section, it shall include with any
amended financial information or operating data next provided in accordance with subsection (b)
of this Section an explanation, in narrative form, of the reason for the amendment and of the impact
of any change in the type of financial information or operating data so provided.
Section 14. METHOD OF AMENDMENT. The Issuer hereby reserves the right to amend this
Ordinance subject to the following terms and conditions, to wit:
(a) The Issuer may from time to time, without the consent of any holder, except as otherwise
required by paragraph (b) below, amend or supplement this Ordinance in order to (i) cure any ambiguity,
defect or omission in this Ordinance that does not materially adversely affect the interests of the holders,
(ii) grant additional rights or security for the benefit of the holders, (iii) add events of default as shall not
be inconsistent with the provisions of this Ordinance and that shall not materially adversely affect the
interests of the holders, (iv) qualify this Ordinance under the Trust Indenture Act of 1939, as amended, or
corresponding provisions of federal laws from time to time in effect, or (v) make such other provisions in
regard to matters or questions arising under this Ordinance as shall not be inconsistent with the provisions
of this Ordinance and that shall not in the opinion of the Issuer's Bond Counsel materially adversely affect
the interests of the holders.
(b) Except as provided in paragraph (a) above, the holders of Certificates aggregating in principal
amount 51% of the aggregate principal amount of then outstanding Certificates that are the subject of a
proposed amendment shall have the right from time to time to approve any amendment hereto that may be
deemed necessary or desirable by the Issuer; provided, however, that without the consent of 100% of the
holders in aggregate principal amount of the then outstanding Certificates, nothing herein contained shall
permit or be construed to permit amendment of the terms and conditions of this Ordinance or in any of the
Certificates so as to:
(1) Make any change in the maturity of any of the outstanding Certificates;
(2) Reduce the rate of interest borne by any of the outstanding Certificates;
(3) Reduce the amount of the principal of, or redemption premium, if any, payable on any
outstanding Certificates;
(4) Modify the terms of payment of principal or of interest or redemption premium on
outstanding Certificates or any of them or impose any condition with respect to such payment; or
(5) Change the minimum percentage of the principal amount of any series of Certificates
necessary for consent to such amendment.
(c) If at any time the Issuer shall desire to amend this Ordinance under this Section, the Issuer shall
send by U.S. mail to each registered owner of the affected Certificates a copy of the proposed amendment.
Such notice shall briefly set forth the nature of the proposed amendment.
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(d) Whenever at any time within one year from the date of the mailing of such such notice the
Issuer shall receive an instrument or instruments executed by the holders of at least 51% in aggregate
principal amount of all of the Certificates then outstanding that are required for the amendment, which
instrument or instruments shall refer to the proposed amendment and that shall specifically consent to and
approve such amendment, the Issuer may adopt the amendment in substantially the same form.
(e) Upon the adoption of any amendatory Ordinance pursuant to the provisions of this Section, this
Ordinance shall be deemed to be modified and amended in accordance with such amendatory Ordinance,
and the respective rights, duties, and obligations of the Issuer and all holders of such affected Certificates
shall thereafter be determined, exercised, and enforced, subject in all respects to such amendment.
(f) Any consent given by the holder of a Certificate pursuant to the provisions of this Section shall
be irrevocable for a period of six months from the date of the mailing of notice as provided for in this
Section, and shall be conclusive and binding upon all future holders of the same Certificate during such
period. Such consent may be revoked at any time after six months from the date of mailing of said notice
by the holder who gave such consent, or by a successor in title, by filing notice with the Issuer, but such
revocation shall not be effective if the holders of 51% in aggregate principal amount of the affected
Certificates then outstanding, have, prior to the attempted revocation, consented to and approved the
amendment.
For the purposes of establishing ownership of the Certificates, the Issuer shall rely solely upon the
registration of the ownership of such Certificates on the registration books kept by the Paying
Agent/Registrar.
Section 15. DEFAULT AND REMEDIES.
(a) Events of Default. Each of the following occurrences or events for the purpose of this
Ordinance is hereby declared to be an Event of Default:
(i) the failure to make payment of the principal of or interest on any of the Certificates
when the same becomes due and payable; or
(ii) default in the performance or observance of any other covenant, agreement or
obligation of the Issuer, the failure to perform which materially, adversely affects the rights of the
Registered Owners of the Certificates, including, but not limited to, their prospect or ability to be
repaid in accordance with this Ordinance, and the continuation thereof for a period of 60 days after
notice of such default is given by any Registered Owner to the Issuer.
(b) Remedies for Default.
(i) Upon the happening of any Event of Default, then and in every case, any Registered
Owner or an authorized representative thereof, including, but not limited to, a trustee or trustees
therefor, may proceed against the Issuer, or any official, officer or employee of the Issuer in their
official capacity, for the purpose of protecting and enforcing the rights of the Registered Owners
under this Ordinance, by mandamus or other suit, action or special proceeding in equity or at law,
in any court of competent jurisdiction, for any relief permitted by law, including the specific
performance of any covenant or agreement contained herein, or thereby to enjoin any act or thing
that may be unlawful or in violation of any right of the Registered Owners hereunder or any
combination of such remedies.
(ii) It is provided that all such proceedings shall be instituted and maintained for the equal
benefit of all Registered Owners of Certificates then outstanding.
Ordinance 868
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(c) Remedies Not Exclusive.
(i) No remedy herein conferred or reserved is intended to be exclusive of any other
available remedy or remedies, but each and every such remedy shall be cumulative and shall be in
addition to every other remedy given hereunder or under the Certificates or now or hereafter
existing at law or in equity; provided, however, that notwithstanding any other provision of this
Ordinance, the right to accelerate the debt evidenced by the Certificates shall not be available as a
remedy under this Ordinance.
(ii) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver
of any other available remedy.
(iii) By accepting the delivery of a Certificate authorized under this Ordinance, such
Registered Owner agrees that the certifications required to effectuate any covenants or
representations contained in this Ordinance do not and shall never constitute or give rise to a
personal or pecuniary liability or charge against the officers, employees or trustees of the Issuer or
the Town Council.
(iv) None of the members of the Town Council, nor any other official or officer, agent, or
employee of the Issuer, shall be charged personally by the Registered Owners with any liability, or
be held personally liable to the Registered Owners under any term or provision of this Ordinance,
or because of any Event of Default or alleged Event of Default under this Ordinance.
Section 16. TEXAS WATER DEVELOPMENT BOARD. The provisions of this Section shall
apply so long as the Certificates, or any of them, are owned by the Texas Water Development Board
(“TWDB”). The Issuer hereby agrees to comply with all conditions set forth in TWDB Resolution No. 18-
087, which conditions are incorporated herein.
(a) Covenant to Abide with Rules and Regulations. The Issuer will abide with all applicable federal
laws, rules and regulations, laws of the State of Texas and rules and regulations of the Texas Water
Development Board relating to the loan of funds evidenced by the Certificates and the project for which
the Certificates are issued, sold and delivered.
(b) Annual Audit Reporting. The Issuer shall have an annual audit prepared in accordance with
generally accepted accounting practices and shall provide to the Executive Administrator of the Texas
Water Development Board, without the necessity of a written request therefor and without charge, a copy
of the annual audit report within 180 days of the close of each Issuer fiscal year. In addition, monthly
operating statements for the System shall be maintained by the Issuer and made available, on request, to
the Texas Water Development Board as long as the State of Texas owns any of the Certificates, and the
monthly operating statement shall be in such detail as requested by the Development Fund Manager of the
Texas Water Development Board until this requirement is waived thereby. The Issuer covenants that
proceeds of the Certificates shall remain separate and distinct from other sources of funding from the date
of the Texas Water Development Board commitment through costing and final disbursement.
(c) Final Accounting. Upon completion of the project to be financed with the proceeds of the
Certificates, the Issuer shall render a final accounting of the cost of such project to the Texas Water
Development Board, together with a copy of "as built" plans of such improvements and extensions upon
completion. If the total cost of such project, as finally completed, is less than originally estimated, so that
the proper share of the participation by the Texas Water Development Board in such project is reduced, any
surplus proceeds from the Certificates remaining after completion of the project shall be used for the
following purposes as approved by the Executive Administrator: (1) deposit into the Interest and Sinking
Ordinance 868
Page 22 of 24
Fund or other debt service account for the payment of interest or principal on the Certificates owned by the
Texas Water Development Board; or (2) eligible project costs as authorized by the Executive Administrator.
(d) Defeasance. Should the Issuer exercise its right hereunder to effect the defeasance of the
Certificates, the Issuer agrees that it will provide the Texas Water Development Board with written notice
of any such defeasance.
(e) Prohibition on Use of Proceeds. The Issuer covenants and agrees that none of the proceeds of
the Certificates will be expended on costs incurred or to be incurred relating to the sampling, testing,
removing or disposing of potentially contaminated soils and/or media at the project site.
(f) Indemnification. The Issuer further agrees, to the extent permitted by law, to indemnify, hold
harmless and protect the Texas Water Development Board from any and all claims or causes of action
arising from the sampling, analysis, transport, storage, treatment, removal and off-site disposition of any
contaminated sewage sludge, contaminated sediments and/or contaminated media that may be generated
by the Issuer, its contractors, consultants, agents, officials and employees as a result of activities relating to
the Project.
(g) Environmental Determination. In connection with the project financed with the Certificates,
the Issuer agrees to implement any environmental determination issued by the Executive Administrator of
the Texas Water Development Board to satisfy the environmental review requirements set forth in 31 Texas
Administrative Code 371.
(h) Insurance. The Issuer agrees to maintain casualty and other insurance on the Issuer's water
system of a kind and in an amount customarily carried by municipal corporations owning and operating
similar properties and in an amount sufficient to protect the interests of the Texas Water Development
Board in the Project.
(i) Water Conservation Program. The Issuer has adopted and implemented or will adopt and
implement an approved water conservation program in accordance with 31 TAC 363.42.
(j) No Purchase of Texas Water Development Board Bonds. The Issuer agrees that it, nor any
related party to the Issuer, will not purchase, as an investment or otherwise, bonds issued by the Texas
Water Development Board including, without limitation, bonds issued by the Texas Water Development
Board, the proceeds of which were used by the Texas Water Development Board to purchase the
Certificates.
(k) Compliance with Federal Contracting Law. The Issuer acknowledges that it has a legal
obligation to comply with any applicable requirements of federal law relating to contracting with
disadvantaged business enterprises.
(l) Compliance with State Contracting Law. The Issuer acknowledges that it has a legal obligation
to comply with any applicable requirements of State law relating to contracting with historically
underutilized businesses, and will report to TWDB the amount of Project Funds, if any, used to compensate
historically underutilized businesses, in accordance with 31 TAC Sec. 363.1312.
(m) Remedies. The TWDB may exercise all remedies available to it in law or equity, and any
provision of the Certificates or this Ordinance that restricts or limits the TWDB’s full exercise of such
remedies shall be of no force and effect.
Ordinance 868
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Section 17. ESCROW AGREEMENT AND ESCROW FUND.
(a) The Escrow Agreement between the Issuer and the escrow agent named therein (the "Escrow
Agent") substantially in the form and content presented at this meeting, specifying the duties and
responsibilities of the Issuer and the Escrow Agent, and creating the escrow fund ("the "Escrow Fund"), is
hereby approved and the Mayor or Town Manager is hereby authorized and directed to execute the Escrow
Agreement on behalf of the Issuer. The Escrow Agent named in the Escrow Agreement is hereby appointed
as the Escrow Agent pursuant to such Escrow Agreement.
(b) On the closing date, the Issuer shall cause the proceeds from the sale of the Certificates to be
deposited into the Escrow Fund or, if agreed to by the Texas Water Development Board, all or a portion of
the proceeds of the Certificates may be deposited into the Construction Fund or as otherwise directed by
the Issuer and the Texas Water Development Board.
(c) Funds shall not be released from the Escrow Fund without written approval by the Executive
Administrator of the Texas Water Development Board. Except as provided in Section 16(d), moneys
disbursed from the Escrow Fund shall be credit to the Construction Fund created by Section 12 hereof and
shall be applied only for the payment of costs of the Project.
(d) The security for, and the investment of, funds on deposit in the Escrow Fund shall be governed
by the provisions of the Escrow Agreement.
Section 18. APPROPRIATION. To pay the debt service coming due on the Certificates, if any,
prior to receipt of the taxes levied to pay such debt service, there is hereby appropriated from current funds
on hand, which are hereby certified to be on hand and available for such purpose, an amount sufficient to
pay such debt service, and such amount shall be used for no other purpose.
Section 19. SEVERABILITY. If any section, article, paragraph, sentence, clause, phrase or word
in this Ordinance, or application thereof to any persons or circumstances is held invalid or unconstitutional
by a court of competent jurisdiction, such holding shall not affect the validity of the remaining portion of
this Ordinance, despite such invalidity, which remaining portions shall remain in full force and effect.
Section 20. NO PERSONAL LIABILITY. No recourse shall be had for payment of the principal
of or interest on any Certificates or for any claim based thereon, or on this Ordinance, against any official
or employee of the Issuer or any person executing any Certificate.
Section 21. IMMEDIATE EFFECTIVE DATE. This Ordinance shall take effect and be in force
immediately upon and after its adoption by the Town Council in accordance with the provisions of Section
1201.028, Texas Government Code, and it is accordingly so ordained.
DULY PASSED AND APPROVED by the Town Council of the Town of Westlake, Texas, on the 2nd
day of October, 2018.
Laura Wheat, Mayor
ATTEST:
[TOWN SEAL]
Ordinance 868
Page 24 of 24
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PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT entered into as of August 15, 2018 (this “Agreement”), by and
between the Town of Westlake, Texas (the “Issuer”), and U.S. Bank National Association (the
“Bank”).
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the issuance of its
Combination Tax and Surplus Revenue Certificates of Obligation, Taxable Series 2018 (the
“Securities”) in the aggregate principal amount of $2,100,000, such Securities to be issued in fully
registered form only as to the payment of principal and interest thereon; and
WHEREAS, the Securities are scheduled to be delivered to the initial purchasers thereof as
set forth in the Ordinance (hereinafter defined); and
WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in
connection with the payment of the principal of, premium, if any, and interest on said Securities
and with respect to the registration, transfer and exchange thereof by the registered owners thereof;
and
WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the Issuer
and has full power and authority to perform and serve as Paying Agent/Registrar for the Securities;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS
PAYING AGENT AND REGISTRAR
Section 1.01. Appointment.
The Issuer hereby appoints the Bank to serve as Paying Agent with respect to the
Securities. As Paying Agent for the Securities, the Bank shall be responsible for paying on behalf
of the Issuer the principal, premium (if any), and interest on the Securities as the same become due
and payable to the registered owners thereof, all in accordance with this Agreement and the
“Ordinance” (hereinafter defined).
The Issuer hereby appoints the Bank as Registrar with respect to the Securities. As
Registrar for the Securities, the Bank shall keep and maintain for and on behalf of the Issuer books
and records as to the ownership of said Securities and with respect to the transfer and exchange
thereof as provided herein and in the “Ordinance.”
The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and
Registrar for the Securities.
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Section 1.02. Compensation.
As compensation for the Bank’s services as Paying Agent/Registrar, the Issuer hereby
agrees to pay the Bank the fees and amounts set forth in Schedule A attached hereto for the first
year of this Agreement and thereafter the fees and amounts set forth in the Bank’s current fee
schedule then in effect for services as Paying Agent/Registrar for municipalities, which shall be
supplied to the Issuer on or before 90 days prior to the close of the Fiscal Year of the Issuer, and
shall be effective upon the first day of the following Fiscal Year.
In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Bank in accordance with any of the
provisions hereof (including the reasonable compensation and the expenses and disbursements of
its agents and counsel).
ARTICLE TWO
DEFINITIONS
Section 2.01. Definitions.
For all purposes of this Agreement, except as otherwise expressly provided or unless the
context otherwise requires:
“Acceleration Date” on any Security means the date on and after which the principal or any
or all installments of interest, or both, are due and payable on any Security which has become
accelerated pursuant to the terms of the Security.
“Bank Office” means the principal corporate trust office of the Bank as indicated on the
signature page hereof. The Bank will notify the Issuer in writing of any change in location of the
Bank Office.
“Financial Advisor” means Lawrence Financial Consulting LLC.
“Fiscal Year” means the fiscal year of the Issuer, ending September 30.
“Holder” and “Security Holder” each means the Person in whose name a Security is
registered in the Security Register.
“Issuer Request” and “Issuer Order” means a written request or order signed in the name of
the Issuer by the Mayor or Town Secretary of the Issuer, any one or more of said officials,
delivered to the Bank.
“Legal Holiday” means a day on which the Bank is required or authorized to be closed.
“Person” means any individual, corporation, partnership, joint venture, association, joint
stock company, trust, unincorporated organization or government or any agency or political
subdivision of a government.
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“Predecessor Securities” of any particular Security means every previous Security
evidencing all or a portion of the same obligation as that evidenced by such particular Security
(and, for the purposes of this definition, any mutilated, lost, destroyed, or stolen Security for which
a replacement Security has been registered and delivered in lieu thereof pursuant to Section 4.06
hereof and the Ordinance).
“Redemption Date” when used with respect to any Security to be redeemed means the date
fixed for such redemption pursuant to the terms of the Ordinance.
“Ordinance” means the ordinance of the governing body of the Issuer pursuant to which
the Securities are issued, certified by the Town Secretary of the Issuer or any other officer of the
Issuer and delivered to the Bank.
“Responsible Officer” when used with respect to the Bank means the Chairman or
Vice-Chairman of the Board of Directors, the Chairman or Vice-chairman of the Executive
Committee of the Board of Directors, the President, any Vice President, the Secretary, any
Assistant Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any
Trust Officer or Assistant Trust Officer, or any other officer of the Bank customarily performing
functions similar to those performed by any of the above designated officers and also means, with
respect to a particular corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.
“Security Register” means a register maintained by the Bank on behalf of the Issuer
providing for the registration and transfer of the Securities.
“Stated Maturity” means the date specified in the Ordinance the principal of a Security is
scheduled to be due and payable.
Section 2.02. Other Definitions.
The terms “Bank”, “Issuer”, and “Securities (Security)” have the meanings assigned to
them in the recital paragraphs of this Agreement.
The term “Paying Agent/Registrar” refers to the Bank in the performance of the duties and
functions of this Agreement.
ARTICLE THREE
PAYING AGENT
Section 3.01. Duties of Paying Agent.
As Paying Agent, the Bank shall, provided adequate collected funds have been provided to
it for such purpose by or on behalf of the Issuer by no later than 10:00 a.m. Central Time on the
applicable payment date, pay on behalf of the Issuer the principal of each Security at its Stated
Maturity, Redemption Date, or Acceleration Date, to the Holder upon surrender of the Security to
the Bank at the Bank Office.
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As Paying Agent, the Bank shall, , provided adequate collected funds have been provided
to it for such purpose by or on behalf of the Issuer by no later than 10:00 a.m. Central Time on the
applicable payment date, pay on behalf of the Issuer the interest on each Security when due, by
computing the amount of interest to be paid each Holder and preparing and sending checks by
United States Mail, first class postage prepaid, on each payment date, to the Holders of the
Securities (or their Predecessor Securities) on the respective Record Date, to the address appearing
on the Security Register or by such other method, acceptable to the Bank, requested in writing by
the Holder at the Holder’s risk and expense.
Section 3.02. Payment Dates.
The Issuer hereby instructs the Bank to pay the principal of and interest on the Securities on
the dates specified in the Ordinance.
Section 3.03. Reporting Requirements.
To the extent required by the Code or the Treasury Regulations, the Bank shall report, or
assure that a report is made to the Holder and the Internal Revenue Service, any amount of
acquisition premium, interest paid on, original issue discount or adjusted basis of the Securities.
ARTICLE FOUR
REGISTRAR
Section 4.01. Security Register - Transfers and Exchanges.
The Bank agrees to keep and maintain for and on behalf of the Issuer at the Bank Office
books and records (herein sometimes referred to as the “Security Register”) and, if the Bank Office
is located outside the State of Texas, a copy of such books and records shall be kept in the State of
Texas, for recording the names and addresses of the Holders of the Securities, the transfer,
exchange and replacement of the Securities and the payment of the principal of and interest on the
Securities to the Holders and containing such other information as may be reasonably required by
the Issuer and subject to such reasonable regulations as the Issuer and the Bank may prescribe.
All transfers, exchanges and replacement of Securities shall be noted in the Security Register.
Every Security surrendered for transfer or exchange shall be duly endorsed or be
accompanied by a written instrument of transfer, the signature on which has been guaranteed by an
officer of a federal or state bank or a member of the National Association of Securities Dealers, in
form satisfactory to the Bank, duly executed by the Holder thereof or his agent duly authorized in
writing.
The Bank may request any supporting documentation it feels necessary to effect a
re-registration, transfer or exchange of the Securities.
To the extent possible and under reasonable circumstances, the Bank agrees that, in
relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof
will be completed and new Securities delivered to the Holder or the assignee of the Holder in not
more than three (3) business days after the receipt of the Securities to be canceled in an exchange
or transfer and the written instrument of transfer or request for exchange duly executed by the
5
Holder, or his duly authorized agent, in form and manner satisfactory to the Paying
Agent/Registrar.
Section 4.02. Certificates.
At any time when the Securities are not subject to a book-entry-only system of registration
and transfer, the Issuer shall provide an adequate inventory of printed Securities to facilitate
transfers or exchanges thereof. The Bank covenants that the inventory of printed Securities will
be kept in safekeeping pending their use, and reasonable care will be exercised by the Bank in
maintaining such Securities in safekeeping, which shall be not less than the care maintained by the
Bank for debt securities of other political subdivisions or corporations for which it serves as
registrar, or that is maintained for its own securities.
Section 4.03. Form of Security Register.
The Bank, as Registrar, will maintain the Security Register relating to the registration,
payment, transfer and exchange of the Securities in accordance with the Bank’s general practices
and procedures in effect from time to time. The Bank shall not be obligated to maintain such
Security Register in any form other than those which the Bank has currently available and
currently utilizes at the time.
The Security Register may be maintained in written form or in any other form capable of
being converted into written form within a reasonable time.
Section 4.04. List of Security Holders.
The Bank will provide the Issuer at any time requested by the Issuer, upon payment of the
required fee, a copy of the information contained in the Security Register. The Issuer may also
inspect the information contained in the Security Register at any time the Bank is customarily open
for business, provided that reasonable time is allowed the Bank to provide an up-to-date listing or
to convert the information into written form.
The Bank will not release or disclose the contents of the Security Register to any person
other than to, or at the written request of, an authorized officer or employee of the Issuer, except
upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and
prior to the release or disclosure of the contents of the Security Register, the Bank will notify the
Issuer so that the Issuer may contest the court order or such release or disclosure of the contents of
the Security Register, provided such court order or lawful request does not prevent the Bank from
providing such notice.
Section 4.05. Return of Canceled Certificates.
The Bank will, at such reasonable intervals as it determines, surrender to the Issuer,
Securities in lieu of which or in exchange for which other Securities have been issued, or which
have been paid.
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Section 4.06. Mutilated, Destroyed, Lost or Stolen Securities.
The Issuer hereby instructs the Bank, subject to the applicable provisions of the Ordinance,
to deliver and issue Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen
Securities as long as the same does not result in an overissuance.
In case any Security shall be mutilated, or destroyed, lost or stolen, the Bank, in its
discretion, may execute and deliver a replacement Security of like form and tenor, and in the same
denomination and bearing a number not contemporaneously outstanding, in exchange and
substitution for such mutilated Security, or in lieu of and in substitution for such destroyed lost or
stolen Security, only after (i) the filing by the Holder thereof with the Bank of evidence
satisfactory to the Bank of the destruction, loss or theft of such Security, and of the authenticity of
the ownership thereof and (ii) the furnishing to the Bank of indemnification in an amount
satisfactory to hold the Issuer and the Bank harmless. All expenses and charges associated with
such indemnity and with the preparation, execution and delivery of a replacement Security shall be
borne by the Holder of the Security mutilated, or destroyed, lost or stolen.
Section 4.07. Transaction Information to Issuer.
The Bank will, within a reasonable time after receipt of written request from the Issuer,
furnish the Issuer information as to the Securities it has paid pursuant to Section 3.01, Securities it
has delivered upon the transfer or exchange of any Securities pursuant to Section 4.01, and
Securities it has delivered in exchange for or in lieu of mutilated, destroyed, lost, or stolen
Securities pursuant to Section 4.06.
ARTICLE FIVE
THE BANK
Section 5.01. Duties of Bank.
The Bank undertakes to perform the duties set forth herein and agrees to use reasonable
care in the performance thereof. The Bank is authorized to transfer funds relating to the closing
and initial delivery of the Securities in the manner disclosed in the closing memorandum as
prepared by the Issuer's Financial Advisor. The Bank may act on a facsimile or e-mail
transmission of the closing memorandum acknowledged by the Financial Advisor or the Issuer as
the final closing memorandum. The Bank shall not be liable for any losses, costs or expenses
arising directly or indirectly from the Bank's reliance upon and compliance with such instructions.
Section 5.02. Reliance on Documents, Etc.
(a) The Bank may conclusively rely, as to the truth of the statements and correctness of
the opinions expressed therein, on certificates or opinions furnished to the Bank.
(b) The Bank shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the
pertinent facts.
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(c) No provisions of this Agreement shall require the Bank to expend or risk its own
funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in
the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is
not assured to it.
(d) The Bank may rely and shall be protected in acting or refraining from acting upon
any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, note, security, or other paper or document believed by it to be genuine and to
have been signed or presented by the proper party or parties. Without limiting the generality of
the foregoing statement, the Bank need not examine the ownership of any Securities, but is
protected in acting upon receipt of Securities containing an endorsement or instruction of transfer
or power of transfer which appears on its face to be signed by the Holder or an agent of the Holder.
The Bank shall not be bound to make any investigation into the facts or matters stated in a
resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, note, security or other paper or document supplied by Issuer.
(e) The Bank may consult with counsel, and the written advice of such counsel or any
opinion of counsel shall be full and complete authorization and protection with respect to any
action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon.
(f) The Bank may exercise any of the powers hereunder and perform any duties
hereunder either directly or by or through agents or attorneys of the Bank.
Section 5.03. Recitals of Issuer.
The recitals contained herein with respect to the Issuer and in the Securities shall be taken
as the statements of the Issuer, and the Bank assumes no responsibility for their correctness.
The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security, or
any other Person for any amount due on any Security from its own funds.
Section 5.04. May Hold Securities.
The Bank, in its individual or any other capacity, may become the owner or pledgee of
Securities and may otherwise deal with the Issuer with the same rights it would have if it were not
the Paying Agent/Registrar, or any other agent.
Section 5.05. Moneys Held by Bank.
The Bank shall deposit any moneys received from the Issuer into a trust account to be held
in an agency capacity for the payment of the Securities, with such moneys in the account that
exceed the deposit insurance available to the Issuer by the Federal Deposit Insurance Corporation,
to be fully collateralized with securities or obligations that are eligible under the laws of the State
of Texas to secure and be pledged as collateral for trust accounts until the principal and interest on
such securities have been presented for payment and paid to the owner thereof. Payments made
from such trust account shall be made by check drawn on such trust account unless the owner of
8
such Securities shall, at its own expense and risk, request such other medium of payment. The
Bank shall be under no liability for interest on any money received by it hereunder.
Subject to the Unclaimed Property Law of the State of Texas, any money deposited with
the Bank for the payment of the principal, premium (if any), or interest on any Security and
remaining unclaimed for three years after the final maturity of the Security has become due and
payable will be paid by the Bank to the Issuer if the Issuer so elects, and the Holder of such
Security shall hereafter look only to the Issuer for payment thereof, and all liability of the Bank
with respect to such monies shall thereupon cease. If the Issuer does not elect, the Bank is
directed to report and dispose of the funds in compliance with Title Six of the Texas Property
Code, as amended.
Section 5.06. Indemnification.
To the extent permitted by law, the Issuer agrees to indemnify the Bank (including its
directors, officers and employees) for, and hold it harmless against, any loss, liability, or expense
incurred without negligence or bad faith on its part, arising out of or in connection with its
acceptance or administration of its duties hereunder, including the cost and expense (including its
counsel fees) against any claim or liability in connection with the exercise or performance of any
of its powers or duties under this Agreement. The foregoing indemnities in this paragraph shall
survive the resignation or substitution of the Bank or the termination of this Agreement.
Section 5.07. Interpleader.
The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim,
demand, or controversy over its person as well as funds on deposit, in either a Federal or State
District Court located in the State and County where the Issuer is located, and agree that service of
process by certified or registered mail, return receipt requested, to the address referred to in
Section 6.03 of this Agreement shall constitute adequate service. The Issuer and the Bank further
agree that the Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction
located in the State and County where the Issuer is located to determine the rights of any Person
claiming any interest herein.
Section 5.08. Depository Trust Company Services.
It is hereby represented and warranted that, in the event the Securities are otherwise
qualified and accepted for “Depository Trust Company” services or equivalent depository trust
services by other organizations, the Bank has the capability and, to the extent within its control,
will comply with the “Operational Arrangements,” effective August 1, 1987, which establishes
requirements for securities to be eligible for such type depository trust services, including, but not
limited to, requirements for the timeliness of payments and funds availability, transfer turnaround
time, and notification of redemptions and calls.
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ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01. Amendment.
This Agreement may be amended only by an agreement in writing signed by both of the
parties hereto.
Section 6.02. Assignment.
This Agreement may not be assigned by either party without the prior written consent of
the other.
Section 6.03. Notices.
Any request, demand, authorization, direction, notice, consent, waiver, or other document
provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or
delivered to the Issuer or the Bank, respectively, at the addresses shown on the signature page of
this Agreement.
Section 6.04. Effect of Headings.
The Article and Section headings herein are for convenience only and shall not affect the
construction hereof.
Section 6.05. Successors and Assigns.
All covenants and agreements herein by the Issuer shall bind its successors and assigns,
whether so expressed or not.
Section 6.06. Severability.
In case any provision herein shall be invalid, illegal, or unenforceable, the validity,
legality, and enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
Section 6.07. Benefits of Agreement.
Nothing herein, express or implied, shall give to any Person, other than the parties hereto
and their successors hereunder, any benefit or any legal or equitable right, remedy, or claim
hereunder.
Section 6.08. Entire Agreement.
This Agreement and the Ordinance constitute the entire agreement between the parties
hereto relative to the Bank acting as Paying Agent/Registrar and if any conflict exists between this
Agreement and the Ordinance, the Ordinance shall govern.
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Section 6.09. Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original and all of which shall constitute one and the same Agreement.
Section 6.10. Termination.
This Agreement will terminate (i) on the date of final payment of the principal of and
interest on the Securities to the Holders thereof or (ii) may be earlier terminated by either party
upon sixty (60) days written notice; provided, however, an early termination of this Agreement by
either party shall not be effective until (a) a successor Paying Agent/Registrar has been appointed
by the Issuer and such appointment accepted and (b) notice has been given to the Holders of the
Securities of the appointment of a successor Paying Agent/Registrar. Furthermore, the Bank and
Issuer mutually agree that the effective date of an early termination of this Agreement shall not
occur at any time which would disrupt, delay or otherwise adversely affect the payment of the
Securities. The resigning Paying Agent/Registrar may petition any court of competent jurisdiction
for the appointment of a successor Paying Agent/Registrar if an instrument of acceptance by a
successor Paying Agent/Registrar has not been delivered to the resigning Paying Agent/Registrar
within sixty (60) days after the giving of such notice of resignation.
Upon an early termination of this Agreement, the Bank agrees to promptly transfer and
deliver the Security Register (or a copy thereof), together with other pertinent books and records
relating to the Securities, to the successor Paying Agent/Registrar designated and appointed by the
Issuer.
The provisions of Section 1.02 and of Article Five shall survive and remain in full force
and effect following the termination of this Agreement.
Section 6.11. Governing Law.
This Agreement shall be construed in accordance with and governed by the laws of the
State of Texas.
Section 6.12. No Boycott of Israel; Foreign Terrorist Organizations.
(a) The Bank represents and warrants, for purposes of Chapter 2270 of the Texas
Government Code, that at the time of execution and delivery of this Agreement, neither the Bank,
nor any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of the
Bank, boycotts Israel. The Bank agrees that, except to the extent otherwise required by applicable
federal law, including, without limitation, 50 U.S.C. Section 4607, neither the Bank, nor any
wholly-owned subsidiary, majority-owned subsidiary, parent company, or affiliate of the Bank,
will boycott Israel during the term of this Agreement. The terms "boycotts Israel" and "boycott
Israel" as used in this clause (A) has the meaning assigned to the term "boycott Israel" in Section
808.001 of the Texas Government Code.
(b) The Bank represents and warrants, for purposes of Subchapter F of Chapter 2252 of
the Texas Government Code, that at the time of execution and delivery of this Agreement neither
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the Bank, nor any wholly owned subsidiary, majority-owned subsidiary, parent company or
affiliate of the Bank, (i) engages in business with Iran, Sudan or any foreign terrorist organization
as described in Chapters 806 or 807 of the Texas Government Code, or Subchapter F of Chapter
2252 of the Texas Government Code, or (ii) is a company listed by the Texas Comptroller under
Sections 806.051, 807.051 or 2252.153 of the Texas Government Code. The term "foreign
terrorist organization" as used in this clause (B) has the meaning assigned to such term in Section
2252.151.
Section 6.13. Certificate of Interested Parties Form 1295.
The Bank represents and warrants that it is exempt from the requirements of Section
2252.908 of the Texas Government Code, as amended, pursuant to subsection (c)(4) thereof, and,
accordingly, the Bank is not required to file a Certificate of Interested Parties Form 1295 otherwise
prescribed thereunder.
[Signature page follows.]
SCHEDULE A
Fee Schedule
(See attached)
Proposal of Fees for the Town of Westlake,
Texas Combination Tax and Surplus Revenue
Certificates of Obligation, TAXABLE Series 2
(Texas Water Development Board - SWIFT Program)
Paying Agent / Registrar / Transfer Agent Annual fee for the standard transfer
agent, registrar, and paying agent services associated with the administration of the
account. Administration fees are payable in advance.
$450
Direct Out of Pocket Expenses Reimbursement of expenses associated with the
performance of our duties, including but not limited to publications, legal counsel after
the initial close, travel expenses and filing fees.
At Cost
Extraordinary Services Extraordinary Services are duties or responsibilities of an
unusual nature, including termination, but not provided for in the governing
documents or otherwise set forth in this schedule. A reasonable charge will be
assessed based on the nature of the services and the responsibility involved. At our
option, these charges will be billed at a flat fee or at our hourly rate then in effect.
Redemptions are billed at $300 per redemption.
Account approval is subject to review and qualification. Fees are subject to change at our discretion and upon written
notice. Fees paid in advance will not be prorated. The fees set forth above and any subsequent modifications thereof
are part of your agreement. Finalization of the transaction constitutes agreement to the above fee schedule, including
agreement to any subsequent changes upon proper written notice. In the event your transaction is not finalized, any
related out-of-pocket expenses will be billed to you directly.
Absent your written instructions to sweep or otherwise invest, all sums in your account will remain uninvested and no
accrued interest or other compensation will be credited to the account. Payment of fees constitutes acceptance of the
terms and conditions set forth.
IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT:
To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial
institutions to obtain, verify and record information that identifies each person who opens an account. For a non-individual
person such as a business entity, a charity, a Trust or other legal entity we will ask for documentation to verify its
formation and existence as a legal entity. We may also ask to see financial statements, licenses, identification and
authorization documents from individuals claiming authority to represent the entity or other relevant documentation.
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ESCROW AGREEMENT
THIS ESCROW AGREEMENT (the “Agreement”), made by and between Town of
Westlake, a political subdivision of the State of Texas in Tarrant and Denton Counties, Texas, (the
“Town”), acting by and through its Mayor, and U.S. Bank National Association, Dallas, Texas, as
Escrow Agent (the “Escrow Agent”) together with any successor in such capacity;
W I TN E S S E T H:
WHEREAS, pursuant to an Ordinance finally adopted on October 2, 2018 (the
“Ordinance”), Town of Westlake authorized the issuance of $2,100,000 Town of Westlake, Texas,
Combination Tax and Surplus Revenue Certificates of Obligation, Taxable Series 2018, dated
August 15, 2018 (Obligations) to obtain financial assistance from the Texas Water Development
Board (TWDB) for the purpose of funding water or wastewater system improvements (Project); and
WHEREAS, the Escrow Agent is a state or national bank designated by the Texas
Comptroller as a state depository institution in accordance with Texas Government Code, Chapter
404, Subchapter C, or is a designated custodian of collateral in accordance with Texas Government
Code Chapter 404, Subchapter D and is otherwise qualified and empowered to enter into this
Agreement, and hereby acknowledges its acceptance of the terms and provisions hereof; and
WHEREAS, a condition of the Obligations is the deposit of the proceeds of the Obligations
(Proceeds) in escrow subject to being withdrawn only with the approval of the Executive
Administrator or another designated representative; provided, however, the Proceeds can be
transferred to different investments so long as all parties hereto consent to such transfer;
NOW, THEREFORE, in consideration of the mutual agreements herein contained and in
consideration of the amount of fees to be paid by the Town to the Escrow Agent, as set forth on
EXHIBIT A, the receipt of which is hereby acknowledged, and in order to secure the delivery of
the Obligations, the parties hereto mutually undertake, promise and agree for themselves, their
respective representatives and successors, as follows:
SECTION 1: ESCROW ACCOUNT(S). Upon the delivery of the Obligations described
above, the Proceeds identified under TWDB Commitment Number L18817 shall be deposited to
the credit of a special escrow account (Escrow Account) maintained at the Escrow Agent on behalf
of the Town and the TWDB and shall not be commingled with any other accounts or with any other
proceeds or funds. The Proceeds received by the Escrow Agent under this Agreement shall not be
considered as a banking deposit by the Town, and the Escrow Agent shall have no right to title with
respect thereto except as Escrow Agent under the terms of this Agreement.
The Escrow Account shall be entitled “Town of Westlake, Texas, Combination Tax and
Surplus Revenue Certificates of Obligation, Taxable Series 2018, Texas Water Development Board
L18817 Escrow Account” and shall not be subject to warrants, drafts or checks drawn by the Town
but shall be disbursed or withdrawn to pay the costs of the Project for which the Obligations were
issued or other purposes in accordance with the Ordinance and solely upon written authorization
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from the Executive Administrator, or his/her designated representative. The Escrow Agent shall
provide to the Town and to the TWDB the Escrow Account bank statements upon request.
SECTION 2: COLLATERAL. All cash deposited to the credit of such Escrow Account
and any accrued interest in excess of the amounts insured by the FDIC and remaining uninvested
under the terms of this Agreement shall be continuously secured by a valid pledge of direct
obligations of the United States of America or other collateral meeting the requirements of the
Public Funds Collateral Act, Texas Government Code Chapter 2257.
SECTION 3: INVESTMENTS. While the Proceeds are held in escrow, the Escrow Agent
shall only invest escrowed Proceeds in investments that are authorized by the Public Funds
Investment Act, Texas Government Code Chapter 2256 (PFIA). It is the Town’s responsibility to
direct the Escrow Agent to invest all public funds in a manner that is consistent not only with the
PFIA but also with its own written investment policy.
SECTION 4: DISBURSEMENTS. The Escrow Agent shall not honor any disbursement
from the Escrow Account, or any portion thereof, unless and until it has been supplied with written
approval and consent by the Executive Administrator or his/her designated representative.
However, no written approval and consent by the Executive Administrator shall be required if the
disbursement involves transferring Proceeds from one investment to another within the Escrow
Account provided that all such investments are consistent with the PFIA requirements.
SECTION 5: UNEXPENDED FUNDS. Any Proceeds remaining unexpended in the
Escrow Account after completion of the Project and after the final accounting has been submitted
to and approved by the TWDB shall be disposed of pursuant to the provisions of the Ordinance.
The Town shall deliver a copy of such TWDB approval of the final accounting to the Escrow
Agent together with instructions concerning the disbursement of unexpended Proceeds hereunder.
The Escrow Agent shall have no obligation to ensure that such unexpended Proceeds are used as
required by the provisions of the Ordinance, that being the sole obligation of the Town.
SECTION 6: CERTIFICATIONS. The Escrow Agent shall be authorized to accept and
rely upon the certifications and documents furnished to the Escrow Agent by the Town and shall
not be liable for the payment of any funds made in reliance in good faith upon such certifications or
other documents or approvals, as herein recited.
SECTION 7: LIABILITY OF ESCROW AGENT. To the extent permitted by law, the
Escrow Agent shall not be liable for any act done or step taken or omitted by it or any mistake of
fact or law, except for its negligence or default or failure in the performance of any obligation
imposed upon it hereunder. The Escrow Agent shall not be responsible in any manner for any
proceedings in connection with the Obligations or any recitation contained in the Obligations.
SECTION 8: RECORDS. The Escrow Agent will keep complete and correct books of
record and account relating to the receipts, disbursements, allocations and application of the money
deposited to the Escrow Account, and investments of the Escrow Account and all proceeds thereof.
The records shall be available for inspection and copying at reasonable hours and under reasonable
conditions by the Town and the TWDB.
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SECTION 9: MERGER/CONSOLIDATION. In the event that the Escrow Agent
merges or consolidates with another bank or sells or transfers substantially all of its assets or
corporate trust business, then the successor bank shall be the successor Escrow Agent without the
necessity of further action as long as the successor bank is a state or national bank designated by
the Texas Comptroller as a state depository institution in accordance with Texas Government Code,
Chapter 404, Subchapter C, or is a designated custodian of collateral in accordance with Texas
Government Code Chapter 404, Subchapter D. The Escrow Agent must provide the TWDB with
written notification within 30 days of acceptance of the merger, consolidation, or transfer. If the
merger, consolidation or other transfer has occurred between state banks, the newly-created entity
shall forward the certificate of merger or exchange issued by the Texas Department of Banking as
well as the statement filed with the pertinent chartering authority, if applicable, to the TWDB
within five business days following such merger, consolidation or exchange.
SECTION 10: AMENDMENTS. This Agreement may be amended from time to time as
necessary with the written consent of the Town and the TWDB, but no such amendments shall
increase the liabilities or responsibilities or diminish the rights of the Escrow Agent without its
consent.
SECTION 11: TERMINATION. In the event that this Agreement is terminated by either
the Town or by the Escrow Agent, the Escrow Agent must report said termination in writing to the
TWDB within five business days of such termination. The Town is responsible for ensuring that
the following criteria are satisfied in selecting the successor escrow agent and notifying the TWDB
of the change in escrow agents: (a) the successor escrow agent must be an FDIC-insured state or
national bank designated by the Texas Comptroller as a state depository; (b) the successor escrow
agent must be retained prior to or at the time of the termination; (c) an escrow agreement must be
executed by and between the Town and the successor escrow agent and must contain the same or
substantially similar terms and conditions as are present in this Agreement; and (d) the Town must
forward a copy of the executed escrow agreement with the successor escrow agent within five
business days of said termination. No funds shall be released by the TWDB until it has received,
reviewed and approved the escrow agreement with the successor escrow agent. If the Town has not
appointed a successor escrow agent within thirty (30) days of the notice of termination, the Escrow
Agent may petition any court of competent jurisdiction in Texas for the appointment of a successor
escrow agent or for other appropriate relief, and any such resulting appointment shall be binding
upon the Town. Whether appointed by the Town or a court, the successor escrow agent and escrow
agreement must be approved by the TWDB for the appointment to be effective. The Escrow Agent
is responsible for performance under this Agreement until a successor has been approved by the
TWDB and has signed an acceptable escrow agreement.
SECTION 12: EXPIRATION. This Agreement shall expire upon final transfer of the
funds in the Escrow Account to the Town.
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SECTION 13: POINT OF CONTACT. The points of contact for the Escrow Agent and
the TWDB are as follows:
Michael K. Herberger
U.S. Bank National Association
13737 Noel Rd Suite 800
Dallas, Texas 75240
Phone: (972) 581-1612
Cell: (214) 490-6791
Fax: (972) 581-1670
Email: michael.herberger@usbank.com
Executive Administrator
Texas Water Development Board
1700 North Congress Avenue
Austin, Texas 78701
SECTION 14: CHOICE OF LAW. This Agreement shall be governed exclusively by the
applicable laws of the State of Texas. Venue for disputes shall be in the District Court of Travis
County, Texas.
SECTION 15: ASSIGNABILITY. This Agreement shall not be assignable by the parties
hereto, in whole or in part, and any attempted assignment shall be void and of no force and effect.
SECTION 16: ENTIRE AGREEMENT. This Agreement evidences the entire Escrow
Agreement between the Escrow Agent and the Town and supersedes any other agreements, whether
oral or written, between the parties regarding the Proceeds or the Escrow Account. No
modification or amendment of this Agreement shall be valid unless the same is in writing and is
signed by the Town and consented to by the Escrow Agent and the TWDB.
SECTION 17: VALIDITY OF PROVISIONS. If any term, covenant, condition or
provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no
way be affected, impaired or invalidated thereby.
SECTION 18: COMPENSATION FOR ESCROW SERVICES. The Escrow Agent
shall be entitled to compensation for its services as stated in Exhibit A, which compensation shall
be paid by the Town but may not be paid directly from the Escrow Account.
SECTION 19: ANTI-BOYCOTT VERIFICATION. The Escrow Agent represents that,
to the extent this Agreement constitutes a contract for goods or services within the meaning of
Section 2270.002 of the Texas Government Code, as amended, solely for purposes of compliance
with Chapter 2270 of the Texas Government Code, and subject to applicable Federal law, neither
the Escrow Agent nor any wholly owned subsidiary, majority-owned subsidiary, parent company or
affiliate of the Escrow Agent (i) boycotts Israel or (ii) will boycott Israel through the term of this
Agreement. The terms “boycotts Israel” and “boycott Israel” as used in this paragraph have the
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meanings assigned to the term “boycott Israel” in Section 808.001 of the Texas Government Code,
as amended.
SECTION 20: IRAN, SUDAN AND FOREIGN TERRORIST ORGANIZATIONS.
The Escrow Agent represents that, to the extent this Agreement constitutes a governmental contract
within the meaning of Section 2252.151 of the Texas Government Code, as amended, solely for
purposes of compliance with Chapter 2252 of the Texas Government Code, and except to the extent
otherwise required by applicable federal law, neither the Escrow Agent nor any wholly owned
subsidiary, majority-owned subsidiary, parent company or affiliate of the Escrow Agent (i) engages
in business with Iran, Sudan, or any foreign terrorist organization as described in Chapters 806 or
807 of the Texas Government Code, or Subchapter F of Chapter 2252 of the Texas Government
Code, or (ii) is a company listed by the Texas Comptroller of Public Accounts under Sections
806.051, 807.051, or 2252.153 of the Texas Government Code. The term "foreign terrorist
organization" in this paragraph has the meaning assigned to such term in Section 2252.151 of the
Texas Government Code.
EXHIBIT “A”
Pay Schedule
(Attached hereto)
U.S. Bank Customer Confidential
Proposal of Fees for the Town of Westlake,
Texas Combination Tax and Surplus Revenue
Certificates of Obligation, TAXABLE Series 2
(Texas Water Development Board - SWIFT Program)
Escrow Agent Annual fee for the standard escrow agent services associated with
the administration of the account. Administration fees are payable in advance.
$750
Direct Out of Pocket Expenses: Reimbursement of expenses associated with the
performance of our duties, including but not limited to publications, legal counsel after
the initial close, travel expenses and filing fees.
At Cost
Extraordinary Services Extraordinary Services are duties or responsibilities of an
unusual nature, including termination, but not provided for in the governing
documents or otherwise set forth in this schedule. A reasonable charge will be
assessed based on the nature of the services and the responsibility involved. At our
option, these charges will be billed at a flat fee or at our hourly rate then in effect.
Account approval is subject to review and qualification. Fees are subject to change at our discretion and upon written notice. Fees
paid in advance will not be prorated. The fees set forth above and any subsequent modifications thereof are part of your agreement.
Finalization of the transaction constitutes agreement to the above fee schedule, including agreement to any subsequent changes upon
proper written notice. In the event your transaction is not finalized, any related out-of-pocket expenses will be billed to you directly.
Absent your written instructions to sweep or otherwise invest, all sums in your account will remain uninvested and no accrued interest or
other compensation will be credited to the account. Payment of fees constitutes acceptance of the terms and conditions set forth.
IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT:
To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to
obtain, verify and record information that identifies each person who opens an account.
For a non-individual person such as a business entity, a charity, a Trust or other legal entity we will ask for documentation to verify its
formation and existence as a legal entity. We may also ask to see financial statements, licenses, identification and authorization
documents from individuals claiming authority to represent the entity or other relevant documentation.
NO-LITIGATION CERTIFICATE
THE STATE OF TEXAS § COUNTIES OF T ARRANT AND DENTON § TOWN OF WESTLAKE §
I, the undersigned Mayor of the Town of Westlake, Texas (the "Issuer"), hereby certify as
follows:
1.This certificate is executed and delivered with reference to Town of Westlake,
Texas Combination Tax and Surplus Revenue Certificates of Obligation, Taxable Series 2018,
dated August 15, 2018, in the principal amount of $2,100,000 (the "Certificates").
2.No litigation of any nature has been filed or is now pending to restrain or enjoin the
issuance or delivery of the Certificates, or which would affect the provision made for their
payment or security, or in any manner questioning the proceedings or authority concerning the
issuance of the Certificates, and that so far as we know and believe no such litigation is threatened.
3.Neither the corporate existence nor boundaries of said Issuer are being contested,
that no litigation has been filed or is now pending which would affect the authority of the officers
of the Issuer to issue, execute, sign, and deliver any of the Certificates, and no authority or
proceedings for the issuance of the Certificates have been repealed, revoked, or rescinded.
EXECUTED AND DELIVERED this , 2018. -------
Mayor
November 2
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SIGNATURE IDENTIFICATION, NO LITIGATION AND GENERAL CERTIFICATE
THE STATE OF TEXAS §
COUNTIES OF TARRANT AND DENTON §
TOWN OF WESTLAKE §
We, the undersigned officers of the Town of Westlake, Texas (the “Issuer”), hereby certify
that we are executing and delivering this certificate with reference to Town of Westlake, Texas,
Combination Tax and Surplus Revenue Certificates of Obligation, Taxable Series 2018, dated
August 15, 2018, in the principal amount of $2,100,000 (the “Certificates”). The certifications
herein are made this, the 2nd day of October, 2018.
Certifications as to Execution of Certificates and Issuer Seal
1. We officially executed and signed the Certificates with our manual signatures or by
causing facsimiles of our manual signatures to be imprinted or lithographed on the Certificates,
and, if appropriate, we hereby adopt said facsimile signatures as our own, respectively, and declare
that said facsimile signatures constitute our signatures the same as if we had manually signed the
Certificates.
2. The Certificates are substantially in the form, and have been duly executed and
signed in the manner, prescribed in the ordinance authorizing the issuance of the Certificates.
3. At the time we so executed and signed the Certificates we were, and at the time of
executing this certificate we are, the duly chosen, qualified and acting officers indicated therein,
and authorized to execute the same.
4. We have caused the official seal of the Issuer to be impressed, or printed, or
lithographed on the Certificates; and said seal on the Certificates has been duly adopted as, and is
hereby declared to be, the official seal of the Issuer.
Certifications as to Litigation
5. No litigation of any nature has been filed or is now pending to restrain or enjoin the
issuance or delivery of the Certificates, or that would affect the provision made for the payment or
security thereof, or in any manner questioning the proceedings or authority concerning the
issuance of the Certificates, and so far as we know and believe no such litigation is threatened.
6. Neither the corporate existence nor boundaries of the Issuer is being contested; no
litigation has been filed or is now pending that would affect the authority of the officers of the
Issuer to issue, execute, sign, and deliver the Certificates; and no authority or proceedings for the
issuance of the Certificates have been repealed, revoked or rescinded.
7. No litigation of any nature has ever been filed pertaining to, affecting or contesting:
(a) the ordinance that authorized the Certificates; (b) the issuance, delivery, payment, security or
validity of the Certificates; (c) the authority of the governing body and the officers of the Issuer to
issue, execute and deliver the Certificates; (d) the validity of the corporate existence of the Issuer;
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or (e) the current tax rolls of the Issuer; and no litigation is pending pertaining to, affecting,
questioning or contesting the current boundaries of the Issuer.
Certifications as to Organization, Existence and Qualifications of the Issuer
8. That said Issuer was incorporated, and is now operating and existing under the
general laws of the State of Texas as a Type A municipality, with an Aldermanic form of
government, and that the provisions of Title 28, Revised Civil Statutes of Texas, 1925, as
amended, relating to cities and towns, including particularly Chapters 1 through 10 thereof, are
applicable to, and have been lawfully accepted or adopted by said Issuer, and the Issuer’s
population is 1,483.
Certification as to the Issuer’s Tax-Supported Debt
9. The total principal amount of all presently outstanding tax indebtedness of said
Issuer, together with the Certificates, is $34,666,000. Attached to this certificate and marked
Exhibit A is a true, full and correct debt service schedule for the proposed Certificates and all of
the outstanding debt of the Issuer payable from ad valorem taxes.
Certification as to the Issuer’s Current Tax Roll
10. The currently effective ad valorem Tax Rolls of the Issuer are those for the year
2018, being the most recently approved Tax Rolls of the Issuer; that the taxable property in the
Issuer has been assessed as required by law; that the Board of Equalization of the Issuer has
equalized and approved the valuation of taxable property in the Issuer for said year; that the Tax
Assessor of the Issuer has duly verified the aforesaid Tax Rolls, and said Board of Equalization has
finally approved the same; and that the assessed value of taxable property in the Issuer upon which
the annual ad valorem tax of the Issuer has been levied (after deducting the amount of all
exemptions, if any, taken or required to be given under the Constitution and laws of the State of
Texas), according to the aforesaid Tax Rolls for said year, as delivered to the Town Secretary of
the Issuer, and finally approved and recorded by the Town Council of the Issuer, is
$1,201,462,936.
Certification as to Absence of Petition for Referendum
11. No petition protesting the issuance of the Certificates and requesting a referendum
election has been received.
Certifications as to Waterworks and Sewer System
12. None of the revenues or income of the Issuer’s combined Waterworks and Sewer
System (the “System”) have been pledged or encumbered to the payment of any debt or obligation
of the Issuer or the System except in connection with the aforesaid proposed Certificates, the
Issuer’s Combination Tax and Revenue Certificates of Obligation, Series 2011, Combination Tax
and Revenue Certificates of Obligation, Series 2013, and the Issuer’s Combination Tax and
Revenue Certificates of Obligation, Series 2016.
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13. Attached hereto as Exhibit B is a true, full and correct schedule of the income
(consisting of operating income and interest income) and expenses (consisting of operating
expenses, but excluding depreciation and debt service) of the System for the most recent three
years for which financial information is available.
14. The Issuer’s current water and sewer rates are set forth in Exhibit C attached hereto.
Submission of documents to the Attorney General
15. The initial securities certificate of the Certificates shall be sent to the Office of the
Attorney General of the State of Texas, Public Finance Division (the “Attorney General”), by the
Issuer’s Bond Counsel, McCall, Parkhurst & Horton L.L.P. It is requested that the Attorney
General examine and approve the initial Certificates in accordance with law. After such
approval, the Attorney General is requested to deliver the Certificates to the Comptroller of Public
Accounts for registration.
Authorization of the Attorney General to Execute this Certificates
16. The Attorney General is hereby authorized and directed to date this Certificate
concurrently with the date of approval of the Certificates. If any litigation or contest should
develop pertaining to the Certificates or any other matters covered by this Certificate, the
undersigned will notify the Attorney General thereof immediately by telephone. With this
assurance the Attorney General can rely on the absence of any such litigation or contest, and on the
veracity and currency of this Certificates, at the time the Certificates are approved, unless the
Attorney General is notified otherwise as aforesaid.
Certification as to No Default
17. The Issuer is not in default with respect to the Certificates or the ordinance
authorizing the issuance of the Certificates.
Certification as to Appropriation
18. The Town Council has appropriated lawfully available funds for the payment of the
interest to come due on the Certificates on February 15, 2019.
Miscellaneous
19. The Issuer has received all required disclosure filings under Section 2252.908 of
the Texas Government Code in connection with the authorization and issuance of the Certificates
and has notified the Texas Ethics Commission (“TEC”) of its receipt of such filings by
acknowledging such filings in accordance with TEC's rules.
20. With respect to the contracts contained within the transcript of proceedings that are
subject to Section 2252.151, Texas Government Code, none of the counter parties to those
contracts are listed as a “foreign terrorist organization” or a company (as such term is defined in
Section 2270.0001(2) of the Texas Government Code) on the list prepared and maintained by the
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Texas Comptroller of Public Accounts under Texas Government Code Sections 806.051, 807.051
or 2252.153.
21. The Issuer verifies that, pursuant to Section 2270.002 of the Texas Government
Code, that all contracts with a company (as such term is defined in Section 808.001(2) of the Texas
Government Code) within the transcript of proceedings for the Certificates, includes a written
verification that such company (1) does not “Boycott Israel” (as such term is defined in Section
808.001 of the Texas Government Code) and (2) will not Boycott Israel during the term of such
respective contract.
[Execution Page Follows]
EXHIBIT “A”
DEBT SERVICE SCHEDULE FOR ALL TAX-SUPPORTED DEBT
(See attached)
TOWN OF WESTLAKE, TEXAS
COMBINATION TAX AND SURPLUS REVENUE
CERTIFICATES OF OBLIGATION, SERIES 2018
Debt Service Schedule for All Tax-Supported Debt
Outstanding $2,100,000 CO, Series 2018 Aggregate
FYE Tax-Supported (TWDB - SWIFT Financing) Tax-Supported
9/30 Debt Service Principal Interest Total Debt Service
2019 2,745,115$ 5,000$ 45,610$ 50,610$ 2,795,725$
2020 2,749,844 85,000 57,066 142,066 2,891,909
2021 2,743,925 90,000 55,135 145,135 2,889,060
2022 2,747,188 90,000 53,074 143,074 2,890,262
2023 2,743,659 95,000 50,886 145,886 2,889,545
2024 2,747,246 95,000 48,563 143,563 2,890,809
2025 2,491,063 95,000 46,164 141,164 2,632,227
2026 2,491,829 100,000 43,638 143,638 2,635,467
2027 2,484,557 105,000 40,932 145,932 2,630,488
2028 2,489,165 105,000 38,118 143,118 2,632,283
2029 2,495,983 110,000 35,160 145,160 2,641,143
2030 2,489,122 110,000 32,080 142,080 2,631,202
2031 2,494,731 115,000 28,884 143,884 2,638,615
2032 2,481,444 120,000 25,482 145,482 2,626,926
2033 983,619 120,000 21,966 141,966 1,125,585
2034 986,269 125,000 18,284 143,284 1,129,552
2035 988,019 130,000 14,382 144,382 1,132,401
2036 988,869 130,000 10,404 140,404 1,129,273
2037 984,613 135,000 6,350 141,350 1,125,962
2038 983,478 140,000 2,142 142,142 1,125,620
2039 984,550 - - - 984,550
2040 983,700 - - - 983,700
2041 985,800 - - - 985,800
2042 986,500 - - - 986,500
2043 985,800 - - - 985,800
2044 508,400 - - - 508,400
2045 509,600 - - - 509,600
2046 510,000 - - - 510,000
Totals 48,764,088$ 2,100,000$ 674,317$ 2,774,317$ 51,538,404$
Ad Valorem I&S Tax Supported GO Debt
EXHIBIT “B”
SCHEDULE OF THE INCOME AND EXPENSES OF THE SYSTEM
Fiscal Year
Ending 9/30
Gross
Revenues(1)
Operating
Expenses(2)
Net
Revenues
2017 $4,843,152 $3,520,008 $1,323,144
2016 $3,980,966 $4,202,989 ($222,023)
2015 $3,556,771 $3,572,825 ($16,054)
(1) Includes interest earnings on investments.
(2) Excludes “Depreciation”.
EXHIBIT “C”
CURRENT WATER AND SEWER RATES
(See attached)
TOWN OF WESTLAKE
ORDINANCE NO. 815
AN ORDINANCE OF THE TOWN OF WESTLAKE AMENDING AND ESTABLISHING
A NEW WATER AND WASTEWATER RATE AND FEE SCHEDULE; REPEALING
ORDINANCE 757 IN ITS ENTIRETY; PROVIDING A PENALTY; PROVIDING A
CUMULATIVE CLAUSE; PROVIDING A SEVERABILITY CLAUSE; PROVIDING A
SAVINGS CLAUSE; AUTHORIZING PUBLICATION; AND ESTABLISHING AN
EFFECTIVE DATE.
WHEREAS, the Town Council of the Town of Westlake finds the provision of water and
wastewater services throughout the Town of Westlake, Texas, (the "Town")is of vital importance
to the health, safety and welfare of the citizens of the Town; and
WHEREAS, the Town Council of the Town of Westlake finds the proposed Water and
Wastewater rate and fee schedule provides sufficient recovery of cost of services while
maintaining an appropriate fund reserve balance in accordance with the Town's adopted Financial
Policy; and
WHEREAS, the Town Council repeals Ordinance 757 in its entirety to consolidate the
Water and Wastewater rate and fee schedule; and
WHEREAS, upon the recommendation of the Public Works Department, the Town
Council of the Town of Westlake,Texas,is of the opinion that it is in the best interests of the Town
and its citizens that the proposed Water and Wastewater rates should be approved and adopted.
NOW,THEREFORE,BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF
WESTLAKE,TEXAS:
SECTION l: That all matters stated in the preamble are found to be true and correct and
are incorporated herein as if copied in their entirety.
SECTION 2: That That the Town Council does hereby approve the Water and Wastewater
rate and tap fee schedule as shown on Exhibit "A" hereto, which said exhibit is hereby
incorporated in its entirety as if fully set forth.
SECTION 3: That all provisions of this ordinance shall remain in full force and effect.
SECTION 4: That this Ordinance shall be cumulative of all other Town Ordinances and
all other provisions of other Ordinances adopted by the Town which are inconsistent with the terms
or provisions of this Ordinance are hereby repealed.
Ordinance 815
Page I of 4
SECTION 5: That any person, firm or corporation violating any of the provisions or terms
of this ordinance shall be subject to the same penalty as provided for in the Code of Ordinances of
the Town of Westlake, and upon conviction shall be punishable by a fine not to exceed the sum of
five hundred dollars ($500.00) for each offense. Each day that a violation is permitted to exist
shall constitute a separate offense.
SECTION 6: It is hereby declared to be the intention of the Town Council of the Town
of Westlake, Texas,that sections,paragraphs, clauses and phrases of this Ordinance are severable,
and if any phrase,clause, sentence,paragraph or section of this Ordinance shall be declared legally
invalid or unconstitutional by the valid judgment or decree of any court of competent jurisdiction,
such legal invalidity or unconstitutionality shall not affect any of the remaining phrases, clauses,
sentences, paragraphs or sections of this Ordinance since the same would have been enacted by
the Town Council of the Town of Westlake without the incorporation in this Ordinance of any
such legally invalid or unconstitutional, phrase, sentence, paragraph or section.
SECTION 7: This ordinance shall take effect immediately from and after its passage as
the law in such case provides.
PASSED AND APPROVED ON THIS 23"d DAY OF JANUARY 2017.
ATTEST: Laura Wheat, Mayor
Kelly Edwin ds, Town Secretary ES T
omas E. Bryme , own Manager
14APPROVTO
CO
L. nton L y°* o Attorney
TEXT
s
Ordinance 815
Page 2 of 4
Exhibit A
Base Service
Charges
Residential Commercial
Meter
Size Water Sewer Water Sewer
3/4"50.40 39.00 54.60 $46.00
1" 84.17 72.00 91.18 $86.00
11/2" $167.83 $132.00 $181.82 $158.00
2"268.63 $209.00 $291.02 $251.00
3"588.17 $451.00 $637.18 $541.00
4" $1,058.40 $770.00 $1,146.6 $924.00
6" $1,735.65 $1,595.00 $4,045.65 $1,771.00
8" $2,523.15 $2,310.00 $5,085.15 $2,552.00
Volume Charge Rate per
1,000 gallons
Residential Commercial
Volume
gallons) Water Sewer Water Sewer
0 - 2,000 $4.11 0.00 $4.53 7.85
2,001 -
20,000
001 -
20,000 $4.11 6.85 4.53 7.85
20,001 -
40,000
0,001 -
40,000 $5.39 $6.85 5.93 7.85
40,001 -
400,000
0,001 -
400,000 $6.65 $6.85 7.32 7.85
over
400,000 $8.60 $6.85 9.46 $7.85
Ordinance 815
Page 3 of 4
Deposits
Residential Commercial
Meter
Size Water Sewer Water Sewer
3/4" 90 60 75 60
1" 150 100 100 100
1 1/2" $300 200 250 200
2" 480 320 500 320
3" 1,050 $700 $1,000 $700
4" 1,800 $1,200 $2,500 $1,200
6" 3,750 $2,500 $3,500 1 $2,500
8" 5,400 $3,600 $5,000 1 $3,600
Tap Fees
Minimum Service
Water Connection Tap Fee**
Meter set on
Existing Street
Meter Size Service Line Tap Fee Cut/Bore
3/4" 600 1,100 $1,000
1"650 1,250 $1,100
11/2" 875 1,750 $1,275
2" Disc 1,100 1,800 1 $1,400
Minimum Service
Sewer Connection Tap Fee**
Existing Street
Depth Service Line Tap Fee Cut/Bore
0 - 6 feet 375 450 1,000
6 - 12 feet 375 750 1,200
12 - 18 feet 375 1,050 $1,600
2"Compound&larger,or unusual installation conditions,
fee to be actual cost to Town plus 10%.
Tap fees for connection installed by Town will be added to
meter set fees.
Does not include City of Fort Worth water or other-impact
fees.
Ordinance 815
Page 4 of 4
www.mphlegal.com
CLOSING MEMORANDUM
To: Debbie Piper Town of Westlake, Texas 817-490-5712 (ph)
Jarrod Greenwood Town of Westlake, Texas 817-680-1422 (ph)
Rudy Segura McCall, Parkhurst & Horton L.L.P. 214-754-9268 (ph)
Leroy Grawunder McCall, Parkhurst & Horton L.L.P. 214-754-9201 (ph)
Luis Farias Texas Water Development Board 512-475-4816 (ph)
Laura Jarzombek Texas Water Development Board 512-463-7971 (ph)
Ashley Nwonuma Texas Water Development Board 512-463-9105 (ph)
Michael Herberger U.S. Bank National Association 972-581-1612 (ph)
Ricca Coursey First Financial Bank, NA 817-329-8601 (ph)
From: Tom Lawrence Lawrence Financial Consulting LLC 512-375-3424 (ph)
____________________________________________________________________________________
TOWN OF WESTLAKE, TEXAS
$2,100,000
COMBINATION TAX AND SURPLUS REVENUE
CERTIFICATES OF OBLIGATION, TAXABLE SERIES 2018
(TWDB COMMITMENT NO. L18817)
I.Source of Funds on the Closing Date
Payment for and delivery of the captioned Certificates of Obligation being sold by the Town of Westlake,
Texas (the “Town”) to the Texas Water Development Board ( the “Purchaser”) is scheduled to occur on or
about November 2, 2018 (the “Closing Date”), at 10:00 AM, Central time, at the offices of U.S. BANK
NATIONAL ASSOCIATION (the “Paying Agent” and “Escrow Agent”), 13737 Noel Rd, Ste 800, Dallas,
TX 75240.
On the Closing Date, the Purchaser’s Trustee, The Bank of New York Mellon, will wire the loan proceeds to
the Escrow Agent as follows:
Escrow Agent bank: U.S. Bank National Association
ABA routing number:
Escrow Fund account name/
beneficiary:
Westlake, TX Certificates of Obligation, Taxable Series 2018
TWDB Commitment No. L18817
Escrow Agent bank contact
person and phone number: Michael Herberger (972-581-1612)
II.Disbursement of Funds on the Closing Date
Upon receipt of purchase price for the captioned Certificates of Obligation, the Escrow Agent will disburse
such funds on the Closing Date and retain any remaining balance in the Escrow Fund as follows:
1
EXHIBIT A
A. Paying Agent and Escrow Agent fees: The Escrow Agent shall disburse (or withhold) $750.00 as its
Escrow Agent fee and $450.00 as its Paying Agent fee, as reflected in the attached invoice.
B. Bond Counsel fee and expenses: The Escrow Agent shall wire transfer $23,600.00 to McCall, Parkhurst
& Horton L.L.P., Bond Counsel, as its fee and expense reimbursement, including the $2,100.00 Attorney
General fee, as follows:
Wire to: Plains Capital Bank
325 N. St. Paul Street, Suite 175
Dallas, Texas 75201 (214-525-4651)
ABA Number: 1113-2299-4
Account Number: 7542113500 (For Credit to: McCall, Parkhurst & Horton L.L.P
Operating Account)
Reference No.: 3912-014 - Town of Westlake – PLEASE INCLUDE ON
REMITTANCE
C. Financial Advisor fee and expenses: The Escrow Agent shall wire transfer $19,450.00 to Lawrence
Financial Consulting LLC, Financial Advisor, as its fee and expense reimbursement, including the
$650.00 CUSIP fee, as follows:
D. Remaining Balance: The $2,055,750.00 balance remaining after the payments made in accordance with
A through C of this Section II shall continue to be held in the Escrow Fund until disbursed for the payment
or reimbursement of the Project costs, together with any additional closing or issuance expenses, in
accordance with the Ordinance authorizing the Certificates of Obligation and related Escrow Agreement.
III. Summary of Source and Uses of Funds
Source:
Principal Amount of Certificates of Obligation (purchase price) $2,100,000.00
Total Source $2,100,000.00
Uses:
Escrow Agent Fee (invoice attached) $ 750.00
Paying Agent Fee (invoice attached) $ 450.00
Bond Counsel Fee and Expenses, including $2,100 AG fee (invoice attached) $ 23,600.00
Financial Advisor Fee and Expenses, including $650 CUSIP fee (invoice attached) $ 19,450.00
Deposited to Escrow Fund Account $2,055,750.00
(name of account must include TWDB Commitment No. L18817)
Total Uses $2,100,000.00
2
Wire to: ABA # 021000021
Chase Bank, NA
270 Park Ave, New York, NY 10017
For credit to: Account # 486354066
Vanguard Brokerage Incoming Wire Account
In favor of: Client wire code: VCC1775329697
Brokerage Account # 85662699
Lawrence Financial Consulting LLC
403 Bonaire Ct, Austin, TX 78738-1775
The cooperation of the addresses with the above instructions is greatly appreciated. If you have any questions or cannot
comply with any portion of these instructions, please contact the undersigned immediately at (512) 375-3424.
Distributed: October 25, 2018 Sincerely,
Tom Lawrence, President
Lawrence Financial Consulting LLC
3
BOND COUNSEL, FINANCIAL ADVISOR
& PAYING AGENT/ESCROW AGENT INVOICES
(Attached)
November 2, 2018
Mr. Thomas Brymer Invoice No. 3912-014
Town of Westlake, Texas Rodolfo Segura Jr
1500 Solana Boulevard Fed ID #75-0799392
Westlake, Texas 76262
$2,100,000
Town of Westlake, Texas
Combination Tax and Surplus Revenue Certificates of Obligation,
Taxable Series 2018
INVOICE
For Legal Services rendered as Bond Counsel $20,000.00
Attorney General Review Fee 2,100.00
Out-of-Pocket Expenses 1,500.00
-------------
Total Services $23,600.00
BALANCE DUE $23,600.00
Lawrence Financial Consulting LLC
Registered Municipal Advisor & Texas Securities Dealer
403 Bonaire Court
Austin, Texas 78738-1775
(512) 375-3424 (Phone)
(512) 582-8259 (Fax)
November 2, 2018
Via e-mail
Town of Westlake, Texas
c/o US Bank National Association
Corporate Trust Services
13737 Noel Road, Suite 800
Dallas, TX 75240-1331
Re: $2,100,000 Town of Westlake, Texas Combination Tax and Surplus Revenue Certificates of
Obligation, Taxable Series 2018 (TWDB Commitment No. L18817)
___________________________________________________________________________________________
Invoice
Fee for financial advisory services rendered in
connection with the above-referenced financing……………………………… $18,255.00
Travel and other out-of-pocket expenses………………………………………... 545.00
Sub-total (financial advisor fee and out-of-pocket expenses)…………………… $18,800.00
CUSIP fee to be paid by financial advisor (fee schedule attached)……………… 650.00
TOTAL AMOUNT DUE AT CLOSING………………………………………... $19,450.00
Invoice
September 27, 2018
Town of Westlake
1500 Solana Boulevard
Building 7, Suite 7200
Westlake, TX 76262
Corporate Trust Department
13737 Noel Drive
Suite 800
Dallas, TX 75238
usbank.com
DESCRIPTION AMOUNT
RE: Town of Westlake, TX Combination Tax and Surplus Revenue COs 2018
Annual Paying Agent Fee $450.00
Annual Escrow Agent Fee $750.00
TOTAL AMOUNT DUE $1,200.00
Please wire the above amount to U.S. Bank, National Association at:
Bank Name: U.S. Bank
ABA Number: 091000022
Account Number: 1801-5013-5135
Reference: Westlake, TX TWDB 2018
Attention: Mike Herberger
972 581-1612
PRIVATE PLACEMENT MEMORANDUM DATED OCTOBER 2, 2018
NEW ISSUE BOOK-ENTRY-ONLY
On the date of initial delivery of the Obligations (defined below), Bond Counsel will render its opinion substantially in the form
attached in APPENDIX C - FORM OF OPINION OF BOND COUNSEL.
$2,100,000
TOWN OF WESTLAKE, TEXAS
COMBINATION TAX AND SURPLUS REVENUE CERTIFICATES OF OBLIGATION, TAXABLE SERIES 2018
(the “Obligations”)
Dated: August 15, 2018 Due: February 15, as shown in
Interest accrues from delivery date APPENDIX A – MATURITY SCHEDULE
Interest Rate(s)/Dates: Interest on the Obligations will be payable on February 15 and August 15 each year, commencing
February 15, 2019 (each an “Interest Payment Date”). Each Obligation shall bear interest from the
Delivery Date thereof or the most recent Interest Payment Date to which interest has been paid or
provided for at the rate(s) set forth set forth in APPENDIX A - MATURITY SCHEDULE.
Record Date: The record date (“Record Date”) for the interest payable on the Obligations on any interest payment
date means the close of business on the last business day of the preceding month.
Redemption: The Obligations are subject to redemption prior to maturity at the option of the Issuer on or after
August 15, 2028, on any date at the price of par plus any unpaid interest accrued to the redemption
date.
Authorized Denom.: The Obligations are being issued as fully registered bonds in denominations of $5,000, or any
integral multiple thereof.
Paying Agent: The paying agent/registrar (the “Paying Agent”) for the Obligations is U.S. Bank National
Association, Dallas, Texas.
Book-Entry System: Upon initial issuance, the ownership of the Obligations will be registered in the registration books of
the Issuer kept by the Paying Agent, in the name of Cede & Co., as nominee of The Depository
Trust Company, New York, New York (“DTC”) to which principal, redemption premium, if any,
and interest payments on the Obligations will be made. The purchaser(s) of the Obligations will not
receive physical delivery of bond certificates. Principal of, interest, and premium if any, on the
Obligations will be payable at the designated office of the Paying agent in Austin, Texas as the same
become due and payable.
Issuer: Town of Westlake, Texas
Official Action: Ordinance approved October 2, 2018.
Purpose: See APPENDIX B – FORM OF OFFICIAL ACTION.
Security See APPENDIX B – FORM OF OFFICIAL ACTION.
Ratings: See “OTHER INFORMATION – Ratings.”
Delivery Date: November 2, 2018
____________________________________________________________________________________________________
See APPENDIX A - MATURITY SCHEDULE for Principal Amounts, Maturities, Interest Rates, Prices and CUSIP Numbers.
____________________________________________________________________________________________________
i
TOWN OF WESTLAKE, TEXAS
Elected Officials
Certain Appointed Officials
Tom Brymer, Town Manager
Debbie Piper, Finance Director
Kelly Edwards, Town Secretary
Consultants, Advisors, Paying Agent
McCall, Parkhurst & Horton L.L.P., Bond Counsel
Lawrence Financial Consulting LLC, Financial Advisor
U.S. Bank National Association, Paying Agent
Town Council Members Position
Laura Wheat Mayor
Carol Langdon Mayor Pro-Tem
Alesa Belvedere Councilmember
Michael Barrett Councilmember
Wayne Stoltenberg Councilmember
Rick Rennhack Councilmember
ii
TABLE OF CONTENTS
INTRODUCTION ........................................................................................................................................................................ 1
THE OBLIGATIONS ................................................................................................................................................................... 1
General Description ................................................................................................................................................................. 1
Purpose ..................................................................................................................................................................................... 1
Authority for Issuance .............................................................................................................................................................. 1
Security for the Obligations ..................................................................................................................................................... 1
Redemption Provisions ............................................................................................................................................................ 2
Notice of Redemption; Selection of Obligations to Be Redeemed .......................................................................................... 2
Book-Entry-Only System ......................................................................................................................................................... 2
LEGAL MATTERS ...................................................................................................................................................................... 3
Opinion ..................................................................................................................................................................................... 3
OTHER INFORMATION ............................................................................................................................................................ 3
Forward Looking Statements ................................................................................................................................................... 3
Ratings ...................................................................................................................................................................................... 3
LITIGATION ................................................................................................................................................................................ 3
General ..................................................................................................................................................................................... 3
The Issuer ................................................................................................................................................................................. 3
CONTINUING DISCLOSURE OF INFORMATION ................................................................................................................. 3
Compliance with Prior Undertakings ....................................................................................................................................... 3
MISCELLANEOUS ..................................................................................................................................................................... 4
ADDITIONAL INFORMATION ................................................................................................................................................. 4
APPENDIX A - MATURITY SCHEDULE ................................................................................................................................ A
APPENDIX B - OFFICIAL ACTION ......................................................................................................................................... B
APPENDIX C - FORM OF OPINION OF BOND COUNSEL .................................................................................................. C
1
PRIVATE PLACEMENT MEMORANDUM
relating to
$2,100,000
TOWN OF WESTLAKE, TEXAS
COMBINATION TAX AND SURPLUS REVENUE
CERTIFICATES OF OBLIGATION, TAXABLE SERIES 2018 (the “Obligations”)
INTRODUCTION
This Private Placement Memorandum, including the cover page and appendices, contains brief descriptions of the
Issuer, provides certain information with respect to the issuance by the Issuer, and summaries of certain provisions
of the “Obligations” pursuant to the Official Action. Except as otherwise set forth herein, capitalized terms used but
not defined in this Private Placement Memorandum have the meanings assigned to them in the Official Action. See
APPENDIX B – FORM OF OFFICIAL ACTION attached hereto.
APPENDIX A contains the maturity schedule for the Obligations. APPENDIX B contains the Official Action and a
description of the purpose for the proceeds of the Obligations. APPENDIX C contains a copy of the proposed
opinion of Bond Counsel with respect to the Obligations. The summaries of the documents contained in the forepart
of this Private Placement Memorandum are not complete or definitive, and every statement made in this Private
Placement Memorandum concerning any provision of any document is qualified by reference to such document in
its entirety.
THE OBLIGATIONS
General Description
The Obligations are being issued in the aggregate principal amount set forth in APPENDIX A of this Private
Placement Memorandum and will mature and be subject to redemption prior to maturity as described therein. The
Obligations are being issued as fully registered bonds in denominations of $5,000, or any integral multiple thereof.
The Obligations will be dated as of the stated date of issue and will mature on the dates referenced thereon, and will
bear interest at the rates per annum set forth in APPENDIX A - MATURITY SCHEDULE.
Interest on the Obligations is payable semiannually on each Interest Payment Date, and will be calculated on the
basis of a 360-day year consisting of twelve 30-day months. Principal of and the redemption price with respect to
the Obligations will be payable to the Owners upon presentation and surrender at the principal office of the Paying
agent.
Purpose
See APPENDIX B - FORM OF OFFICIAL ACTION.
Authority for Issuance
The Obligations are issued pursuant to Subchapter C of Chapter 271, Texas Local Government Code, as amended,
and Chapter 1502, Government Code, as amended, and the Official Action adopted by the Issuer.
Security for the Obligations
See APPENDIX B - FORM OF OFFICIAL ACTION.
2
Redemption Provisions
On August 15, 2028, or on any date thereafter, the Obligations may be redeemed prior to their scheduled maturities,
upon the written direction of the Issuer, in inverse order of maturity, with funds provided by the Issuer, at par plus
accrued interest to the date fixed for redemption as a whole, or in part, and if less than all of a maturity is to be
redeemed the Paying Agent/Registrar will determine by lot the Obligations, or portions thereof within such maturity
to be redeemed (provided that a portion of an Obligation may be redeemed only in Authorized Denominations).
Notice of Redemption; Selection of Obligations to Be Redeemed
See “APPENDIX B - FORM OF OFFICIAL ACTION.”
The Paying Agent/Registrar, so long as a Book-Entry-Only System is used for the Obligations, will send any notice
of redemption of the Obligations, notice of proposed amendment to the Official Action or other notices with respect
to the Obligations only to DTC. Any failure by DTC to advise any DTC participant, or of any DTC participant or
indirect participant to notify the beneficial owner, shall not affect the validity of the redemption of the Obligations
called for redemption or any other action premised on any such notice. Redemption of portions of the Obligations
by the Issuer will reduce the outstanding principal amount of such Obligations held by DTC.
Book-Entry-Only System
The information in this caption concerning The Depository Trust Company, New York, New York (“DTC”) and
DTC’s book entry system has been obtained from DTC and the Issuer makes no representation or warranty nor
takes any responsibility for the accuracy or completeness of such information.
DTC will act as securities depository for the Obligations. The Obligations will be issued as fully-registered
securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be
requested by an authorized representative of DTC. One fully-registered certificate will be issued for each maturity of
the Obligations and deposited with DTC. See APPENDIX B - FORM OF OFFICIAL ACTION.
DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization”
within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing
corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered
pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset
servicing for over 3.5 million issues of U.S. and non-U.S. equity, corporate and municipal debt issues, and money
market instrument (from over 100 countries) that DTC’s participants (the “Direct Participants”) deposit with DTC.
DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions, in
deposited securities, through electronic computerized book entry transfers and pledges between Direct Participants’
accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both
U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other
organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”).
DTCC is the holding company for DTC, National Securities Clearance Corporation, and Fixed Income Clearance
Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries.
Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers,
banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a
Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of
“AA+.” The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission.
More information about DTC can be found at www.dtcc.com.
3
LEGAL MATTERS
Opinion
Bond Counsel will deliver its opinion on the date of delivery of the Obligations substantially in the form as attached
in APPENDIX C - FORM OF OPINION OF BOND COUNSEL.
OTHER INFORMATION
Forward Looking Statements
The statements contained in this Private Placement Memorandum, including the cover page, appendices, and any
other information or documents provided by the Issuer, that are not purely historical, are forward-looking
statements, including statements regarding the Issuer’s expectations, hopes, intentions, or strategies regarding the
future. Holders and beneficial owners of the Obligations have placed reliance on forward-looking statements. All
forward looking statements included in this Private Placement Memorandum are based on information available to
the Issuer on the date hereof. It is important to note that the Issuer’s actual results could differ materially from those
in such forward-looking statements.
Ratings
No application has been made to any rating agency or municipal bond insurance company for qualification of the
Obligations for a credit rating or municipal bond insurance, respectively.
LITIGATION
General
On the date of delivery of the Obligations to the initial purchaser(s) thereof, the Issuer will execute and deliver a
certificate to the effect that, except as disclosed herein, no litigation of any nature has been filed or is pending, as of
that date, to restrain or enjoin the issuance or delivery of the Obligations or which would affect the provisions made
for their payment or security or in any manner questioning the validity of the Obligations.
The Issuer
There is no litigation, proceeding, inquiry, or investigation pending by or before any court or other governmental
authority or entity (or, to the best knowledge of the Issuer, threatened) that adversely affects the power, authority or
obligation of the Issuer to deliver the Obligations, the security for, or the validity of, the Obligations or the financial
condition of the Issuer.
CONTINUING DISCLOSURE OF INFORMATION
In the Official Action, the Issuer has made the following agreement for the benefit of the holders and beneficial
owner(s) of the Obligations. The Issuer is required to observe the agreement for so long as it remains obligated to
advance funds to pay the Obligations. Under the agreement, the Issuer will be obligated to provide certain updated
financial information and operating data, and timely notice of specified material events, to the Municipal Securities
Rulemaking Board through the Electronic Municipal Market Access System. SEE APPENDIX B - FORM OF
OFFICIAL ACTION.
Compliance with Prior Undertakings
During the last five years, the Issuer has, to the best of its knowledge, complied in all material respects with all
continuing disclosure agreements made by it in accordance with the Rule.
4
MISCELLANEOUS
Any statements made in this Private Placement Memorandum involving matters of opinion or of estimates, whether
or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that
any of the estimates will be realized. Neither this Private Placement Memorandum nor any statement that may have
been made verbally or in writing is to be construed as a contract with the owners of the Obligations.
The information contained above is neither guaranteed as to accuracy or completeness nor to be construed as a
representation by the Issuer. The information and expressions of opinion herein are subject to change without notice
and neither the delivery of this Private Placement Memorandum nor any sale made hereunder is to create, under any
circumstances, any implication that there has been no change in the affairs of the Issuer or the Issuer from the date
hereof.
The Private Placement Memorandum is submitted in connection with the sale of the securities referred to herein to
the Texas Water Development Board on the Delivery Date and may not be reproduced or used, as a whole or in part,
for any other purpose.
ADDITIONAL INFORMATION
The Private Placement Memorandum speaks only as of its date and the information contained herein is subject to
change. Descriptions of the Obligations and the Official Action and any other agreements and documents contained
herein constitute summaries of certain provisions thereof and do not purport to be complete. This Private Placement
Memorandum was approved by the Issuer.
A
APPENDIX A - MATURITY SCHEDULE
__________________________
(1) CUSIP is a registered trademark of the American Bankers Association. CUSIP data is provided by CUSIP Global
Services, managed by Standard & Poor’s Financial Services LLC on behalf of the American Bankers Association. This
data is not intended to create a database and does not serve in any way as a substitute for the CUSIP services. Neither
the City nor the Financial Advisor takes any responsibility for the accuracy of CUSIP numbers.
Principal Maturity Interest
Amount 15-Feb Rate Price CUSIP(1)
5,000$ 2019 1.98%100%96048P GL4
85,000 2020 2.16%100%96048P GM2
90,000 2021 2.25%100%96048P GN0
90,000 2022 2.33%100%96048P GP5
95,000 2023 2.40%100%96048P GQ3
95,000 2024 2.49%100%96048P GR1
95,000 2025 2.56%100%96048P GS9
100,000 2026 2.62%100%96048P GT7
105,000 2027 2.66%100%96048P GU4
105,000 2028 2.70%100%96048P GV2
110,000 2029 2.80%100%96048P GW0
110,000 2030 2.80%100%96048P GX8
115,000 2031 2.88%100%96048P GY6
120,000 2032 2.91%100%96048P GZ3
120,000 2033 2.95%100%96048P HA7
125,000 2034 3.06%100%96048P HB5
130,000 2035 3.06%100%96048P HC3
130,000 2036 3.06%100%96048P HD1
135,000 2037 3.06%100%96048P HE9
140,000 2038 3.06%100%96048P HF6
B
APPENDIX B - OFFICIAL ACTION
(SEE TAB 3 - ORDINANCE AUTHORIZING ISSUANCE OF CERTIFICATES OF OBLIGATION)
C
APPENDIX C - FORM OF OPINION OF BOND COUNSEL
November __, 2018
TOWN OF WESTLAKE, TEXAS
COMBINATION TAX AND SURPLUS REVENUE
CERTIFICATES OF OBLIGATION, TAXABLE SERIES 2018
IN THE AGGREGATE PRINCIPAL AMOUNT OF $2,100,000
Town of Westlake, Texas Texas Water Development Board
1500 Solana Boulevard 1700 N. Congress Avenue
Building 7, Suite 7200 Austin, Texas 78701
Westlake, Texas 76262
AS BOND COUNSEL for the Town of Westlake, Texas (the "Issuer"), the issuer
of the Certificates of Obligation described above (the "Certificates"), we have examined
Form ofinto the legality and validity of the Certificates, which bear interest from the date
specified in the text of the Certificates, until maturity or redemption, at the rates and
payable on the dates as stated in the text of the Certificates, and maturing in serial
installments on February 15 in each of the years 2019 through 2038, all in accordance
with the terms and conditions stated in the text of the Certificates.
WE HAVE EXAMINED the applicable and pertinent provisions of the
Constitution and laws of the State of Texas, and a transcript of certified proceedings of
the Issuer, and other pertinent instruments authorizing and relating to the issuance of the
Certificates, including one of the executed Certificates (Certificate No. T-1).
BASED ON SAID EXAMINATION, IT IS OUR OPINION that the
Certificates have been authorized, issued and delivered in accordance with law; and that
except as may be limited by governmental immunity, bankruptcy, insolvency,
reorganization, moratorium, liquidation and other similar laws now or hereafter enacted
relating to creditors' rights generally or by principles of equity which permit the exercise
of judicial discretion, the Certificates constitute valid and legally binding obligations of
the Issuer; and that ad valorem taxes sufficient to provide for the payment of the interest,
if any, on and principal of the Certificates have been levied and pledged for such purpose,
within the limit prescribed by law, and that the Certificates are additionally secured by a
pledge of the surplus revenues of the Issuer's Waterworks and Sewer System ("System")
that remain after payment of all operation and maintenance expenses of the System, and
all debt service, reserve and other requirements in connection with all of the Issuer's
revenue obligations (now or hereafter outstanding) that are payable from all or part of
said revenues, all as provided in the Ordinance of the Issuer authorizing the issuance of
the Certificates.
IN EXPRESSING THE AFOREMENTIONED OPINIONS, we have relied on
and assume continuing compliance with, certain representations of the Issuer and
covenants set forth in the Ordinance relating to, among other matters, the use of
Certificate proceeds for the project being financed.
2
WE EXPRESSLY STATE NO OPINION herein with respect to the proper
federal, state or local tax treatment of any payments made with respect to the Certificates.
The purchaser should consult its own tax advisor as to the tax treatment which may be
anticipated to result from the purchase and ownership of the Certificates or the receipt of
payments on the Certificates before determining whether to purchase the Certificates.
OUR OPINIONS ARE BASED ON EXISTING LAW, which is subject to
change. Such opinions are further based on our knowledge of facts as of the date hereof.
We assume no duty to update or supplement our opinions to reflect any facts or
circumstances that may thereafter come to our attention or to reflect any changes in any
law that may thereafter occur or become effective. Moreover, our opinions are not a
guarantee of result; rather, such opinions represent our legal judgment based upon our
review of existing law and in reliance upon the representations and covenants referenced
above that we deem relevant to such opinions.
OUR SOLE ENGAGEMENT in connection with the issuance of the Certificates
is as Bond Counsel for the Issuer, and, in that capacity, we have been engaged by the
Issuer for the sole purpose of rendering our opinions with respect to the legality and
validity of the Certificates under the Constitution and laws of the State of Texas, and for
no other reason or purpose. The foregoing opinions represent our legal judgment based
upon a review of existing legal authorities that we deem relevant to render such opinions
and are not a guarantee of a result. We have not been requested to investigate or verify,
and have not independently investigated or verified, any records, data, or other material
relating to the financial condition or capabilities of the Issuer, or the disclosure thereof in
connection with the sale of the Certificates, and have not assumed any responsibility with
respect thereto. We express no opinion and make no comment with respect to the
marketability of the Certificates and have relied solely on certificates executed by
officials of the Issuer as to the current outstanding indebtedness of, and assessed
valuation of taxable property within the Issuer.
Respectfully,
SPECIMENNO. T-1 UNITED STATES OF AMERICA
STATE OF TEXAS
PRINCIPAL
AMOUNT
$2,100,000
TOWN OF WESTLAKE, TEXAS
COMBINATION TAX AND SURPLUS REVENUE CERTIFICATE OF OBLIGATION
TAXABLE SERIES 2018
Interest Rate Delivery Date Maturity Date
As Shown Below November 2, 2018 As Shown Below
REGISTERED OWNER: TEXAS WATER DEVELOPMENT BOARD
PRINCIPAL AMOUNT: TWO MILLION ONE HUNDRED THOUSAND DOLLARS
THE TOWN OF WESTLAKE, TEXAS, in Tarrant and Denton Counties, Texas (the "Issuer"),
being a political subdivision and municipal corporation of the State of Texas, hereby promises to pay to the
Registered Owner specified above, or registered assigns (hereinafter called the "Registered Owner"), on
February 15 in each of the years, in the principal installments and bearing interest at the per annum rates
set forth in the following schedule:
Years
Principal
Installments
Interest
Rates Years
Principal
Installments
Interest
Rates
2019 $ 5,000 1.98% 2029 $110,000 2.80%
2020 $ 85,000 2.16% 2030 $110,000 2.80%
2021 $ 90,000 2.25% 2031 $115,000 2.88%
2022 $ 90,000 2.33% 2032 $120,000 2.91%
2023 $ 95,000 2.40% 2033 $120,000 2.95%
2024 $ 95,000 2.49% 2034 $125,000 3.06%
2025 $ 95,000 2.56% 2035 $130,000 3.06%
2026 $100,000 2.62% 2036 $130,000 3.06%
2027 $105,000 2.66% 2037 $135,000 3.06%
2028 $105,000 2.70% 2038 $140,000 3.06%
The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on the basis
of a 360-day year of twelve 30-day months) from the Delivery Date specified above at the respective
Interest Rate per annum specified above. Interest is payable on February 15, 2019, and semiannually on
each August 15 and February 15 thereafter to the date of payment of the principal installment specified
above, or the date of redemption prior to maturity; except, that if this Certificate is required to be
authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), such
Principal Amount shall bear interest from the interest payment date next preceding the date of
authentication, unless such date of authentication is after any Record Date but on or before the next
following interest payment date, in which case such principal amount shall bear interest from such next
following interest payment date; provided, however, that if on the date of authentication hereof the interest
on the Certificate or Certificates, if any, for which this Certificate is being exchanged is due but has not
been paid, then this Certificate shall bear interest from the date to which such interest has been paid in full.
THE PRINCIPAL OF AND INTEREST ON this Certificate are payable in lawful money of the
United States of America, without exchange or collection charges. The principal of this Certificate shall
SPECIMENbe paid to the registered owner hereof upon presentation and surrender of this Certificate at maturity, or
upon the date fixed for its redemption prior to maturity, at the principal corporate trust office of U.S. Bank
National Association in Dallas, Texas, which is the "Paying Agent/Registrar" for this Certificate. The
payment of interest on this Certificate shall be made by the Paying Agent/Registrar to the registered owner
hereof on each interest payment date by check or draft, dated as of such interest payment date, drawn by
the Paying Agent/Registrar on, and payable solely from, funds of the Issuer required by the ordinance
authorizing the issuance of this Certificate (the "Certificate Ordinance") to be on deposit with the Paying
Agent/Registrar for such purpose as hereinafter provided; and such check or draft shall be sent by the Paying
Agent/Registrar by United States mail, first-class postage prepaid, on each such interest payment date, to
the registered owner hereof, at its address as it appeared at the close of business on the last business day of
the month preceding each such date (the "Record Date") on the Registration Books kept by the Paying
Agent/Registrar, as hereinafter described.
NOTWITHSTANDING ANY PROVISION, term, condition or requirement of this Certificate or
the Certificate Ordinance to the contrary, payments to the initial purchaser of the Certificates of principal
of and interest on the Certificates shall be made by wire transfer of immediately available funds at no cost
to such purchaser.
IN ADDITION, INTEREST MAY BE PAID by such other method, acceptable to the Paying
Agent/Registrar, requested by, and at the risk and expense of, the registered owner.
IN THE EVENT OF A NON-PAYMENT OF INTEREST on a scheduled payment date, and for
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 Issuer. Notice of the Special Record Date and of the scheduled payment date of the past due interest
(which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the
Special Record Date by United States mail, first-class postage prepaid, to the address of each owner of a
Certificate appearing on the Registration Books at the close of business on the last business day next
preceding the date of mailing of such notice.
ANY ACCRUED INTEREST due at maturity or upon the redemption of this Certificate prior to
maturity as provided herein shall be paid to the registered owner upon presentation and surrender of this
Certificate for redemption and payment at the principal corporate trust office of the Paying Agent/Registrar.
The Issuer covenants with the registered owner of this Certificate that on or before each principal payment
date, interest payment date, and accrued interest payment date for this Certificate it will make available to
the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Certificate Ordinance, the
amounts required to provide for the payment, in immediately available funds, of all principal of and interest
on the Certificates, when due.
IF THE DATE for the payment of the principal of or interest on this Certificate shall be a Saturday,
Sunday, a legal holiday or a day on which banking institutions in the city where the principal 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 that is not such a Saturday, Sunday, legal holiday
or day on which banking institutions are authorized to close; and payment on such date shall have the same
force and effect as if made on the original date payment was due.
THIS CERTIFICATE is one of a series of Certificates dated August 15, 2018, authorized in
accordance with the Constitution and laws of the State of Texas in the principal amount of $2,100,000, for
paying all or a portion of the Issuer's contractual obligations incurred for use in connection with: (i)
acquiring constructing, installing, and equipping improvements to the Issuer's water system, including a
water transmission line, and (ii) paying legal, fiscal and engineering fees in connection with such projects.
SPECIMENON AUGUST 15, 2028, or on any date thereafter, the Certificates of this series may be redeemed
prior to their scheduled maturities, at the option of the Issuer, with funds derived from any available and
lawful source, as a whole, or in part, and, if in part, the particular Certificates, or portions thereof, to be
redeemed shall be redeemed in inverse order of maturity and the Issuer shall direct the Paying
Agent/Registrar to call by lot or other customary method, portions thereof within such maturities and in
such principal amounts, for redemption (provided that a portion of a Certificate may be redeemed only in
an integral multiple of $5,000), at a redemption price equal to the principal amount to be redeemed plus
accrued interest to the date fixed for redemption.
AT LEAST 30 days prior to the date fixed for any redemption of Certificates or portions thereof
prior to maturity a written notice of such redemption shall be sent by the Paying Agent/Registrar by United
States mail, first-class postage prepaid, to the registered owner of each Certificate to be redeemed at its
address as it appeared on the Registration Books at the close of business on the business day next preceding
the date of mailing of such notice; provided, however, that the failure of the registered owner to receive
such notice, or any defect therein or in the sending or mailing thereof, shall not affect the validity or
effectiveness of the proceedings for the redemption of any Certificate. By the date fixed for any such
redemption due provision shall be made with the Paying Agent/Registrar for the payment of the required
redemption price for the Certificates or portions thereof that are to be so redeemed. If such written notice
of redemption is sent and if due provision for such payment is made, all as provided above, the Certificates
or portions thereof that are to be so redeemed thereby automatically shall be treated as redeemed prior to
their scheduled maturities, and they shall not bear interest after the date fixed for redemption, and they shall
not be regarded as being outstanding except for the right of the registered owner to receive the redemption
price from the Paying Agent/Registrar out of the funds provided for such payment. If a portion of any
Certificate shall be redeemed, a substitute Certificate or Certificates having the same maturity date, bearing
interest at the same rate, in any denomination or denominations in any integral multiple of $5,000, at the
written request of the registered owner, and in aggregate principal amount equal to the unredeemed portion
thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the expense of
the Issuer, all as provided in the Certificate Ordinance.
IF AT THE TIME OF MAILING of notice of optional redemption there shall not have either been
deposited with the Paying Agent/Registrar or legally authorized escrow agent immediately available funds
sufficient to redeem all the Certificates called for redemption, such notice may state that it is conditional,
and is subject to the deposit of the redemption moneys with the Paying Agent/Registrar or legally authorized
escrow agent at or prior to the redemption date. If such redemption is not effectuated, the Paying
Agent/Registrar shall, within five days thereafter, give notice in the manner in which the notice of
redemption was given that such moneys were not so received and shall rescind the redemption.
ALL CERTIFICATES OF THIS SERIES are issuable solely as fully registered certificates, without
interest coupons, in the denomination of any integral multiple of $5,000. As provided in the Certificate
Ordinance, this Certificate may, at the request of the registered owner or the assignee or assignees hereof,
be assigned, transferred, converted into and exchanged for a like aggregate principal amount of fully
registered certificates, without interest coupons, payable to the appropriate registered owner, assignee or
assignees, as the case may be, having the same denomination or denominations in any integral multiple of
$5,000 as requested in writing by the appropriate registered owner, assignee or assignees, as the case may
be, upon surrender of this Certificate to the Paying Agent/Registrar for cancellation, all in accordance with
the form and procedures set forth in the Certificate Ordinance. Among other requirements for such
assignment and transfer, this Certificate must be presented and surrendered to the Paying Agent/Registrar,
together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the
Paying Agent/Registrar, evidencing assignment of this Certificate or any portion or portions hereof in any
integral multiple of $5,000 to the assignee or assignees in whose name or names this Certificate or any such
portion or portions hereof is or are to be registered. The form of Assignment printed or endorsed on this
SPECIMENCertificate may be executed by the registered owner to evidence the assignment hereof, but such method is
not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may be used
to evidence the assignment of this Certificate or any portion or portions hereof from time to time by the
registered owner. The Paying Agent/Registrar's reasonable standard or customary fees and charges for
assigning, transferring, converting and exchanging any Certificate or portion thereof will be paid by the
Issuer. In any circumstance, any taxes or governmental charges required to be paid with respect thereto
shall be paid by the one requesting such assignment, transfer, conversion or exchange, as a condition
precedent to the exercise of such privilege. The Paying Agent/Registrar shall not be required to make any
such transfer, conversion, or exchange (i) during the period commencing with the close of business on any
Record Date and ending with the opening of business on the next following principal or interest payment
date, or (ii) with respect to any Certificate or any portion thereof called for redemption prior to maturity,
within 45 days prior to its redemption date.
IN THE EVENT any Paying Agent/Registrar for the Certificates is changed by the Issuer, resigns,
or otherwise ceases to act as such, the Issuer has covenanted in the Certificate Ordinance that it promptly
will appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be
mailed to the registered owners of the Certificates.
IT IS HEREBY certified, recited and covenanted that this Certificate has been duly and validly
authorized, issued and delivered; that all acts, conditions and things required or proper to be performed,
exist and be done precedent to or in the authorization, issuance and delivery of this Certificate have been
performed, existed and been done in accordance with law; that this Certificate is a general obligation of
said Issuer, issued on the full faith and credit thereof; and that annual ad valorem taxes sufficient to provide
for the payment of the interest on and principal of this Certificate, as such interest comes due and such
principal matures, have been levied and ordered to be levied against all taxable property in said Issuer, and
have been pledged for such payment, within the limit prescribed by law, and that this Certificate is
additionally secured by and payable from a pledge of the Surplus Revenues of the Issuer's waterworks and
sewer system remaining after payment of all operation and maintenance expenses thereof, and all debt
service, reserve and other requirements in connection with all of the Issuer's revenue obligations (now or
hereafter outstanding) that are payable from all or part of said revenues, all as provided in the Certificate
Ordinance.
THE ISSUER HAS RESERVED THE RIGHT to amend the Certificate Ordinance as provided
therein, and under some (but not all) circumstances amendments thereto must be approved by the registered
owners of a majority in aggregate principal amount of the outstanding Certificates.
BY BECOMING the registered owner of this Certificate, the registered owner thereby
acknowledges all of the terms and provisions of the Certificate Ordinance, agrees to be bound by such terms
and provisions, acknowledges that the Certificate Ordinance is duly recorded and available for inspection
in the official minutes and records of the governing body of the Issuer, and agrees that the terms and
provisions of this Certificate and the Certificate Ordinance constitute a contract between each registered
owner hereof and the Issuer.
[Remainder of Page Intentionally Blank]
SPECIMENIN WITNESS WHEREOF, the Issuer has caused this Certificate to be signed with the manual or
facsimile signature of the Mayor of the Issuer (or in the absence of the Mayor, by the Mayor Pro-Tem) and
countersigned with the manual or facsimile signature of the Town Secretary of said Issuer, and has caused
the official seal of the Issuer to be duly impressed, or placed in facsimile, on this Certificate.
(signature)(signature)
Town Secretary Mayor
(SEAL)
SPECIMENPAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Certificate is not accompanied by an executed Registration Certificate
of the Comptroller of Public Accounts of the State of Texas)
It is hereby certified that this Certificate has been issued under the provisions of the Certificate
Ordinance described in the text of this Certificate; and that this Certificate has been issued in conversion or
replacement of, or in exchange for, a certificate, certificates, or a portion of a certificate or certificates of a
series that originally was approved by the Attorney General of the State of Texas and registered by the
Comptroller of Public Accounts of the State of Texas.
Dated: _ . U.S. BANK NATIONAL ASSOCIATION,
Dallas,Texas
Paying Agent/Registrar
By:
Authorized Representative
SPECIMENASSIGNMENT
(Please type or print clearly)
For value received, the undersigned hereby sells, assigns and transfers unto:
Transferee's Social Security or Taxpayer Identification Number:
Transferee's name and address, including zip code:
the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints
, attorney, to register the transfer of the within
Certificate on the books kept for registration thereof, with full power of substitution in the premises.
Dated: .
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by an
eligible guarantor institution participating in a
securities transfer association recognized signature
guarantee program.
NOTICE: The signature above must correspond
with the name of the Registered Owner as it appears
upon the front of this Certificate in every particular,
without alteration or enlargement or any change
whatsoever.
SPECIMENCOMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that this Certificate has been examined, certified as to validity and approved by the
Attorney General of the State of Texas, and that this Certificate has been registered by the Comptroller of
Public Accounts of the State of Texas.
Witness my signature and seal this .
Comptroller of Public Accounts of the State of Texas
(COMPTROLLER'S SEAL)