HomeMy WebLinkAboutOrd 515 Authorizing the Issuance of General Obilgation BondsTOWN OF WESTLAKE
ORDINANCE NO. 515
AN ORDINANCE OF THE TOWN OF WESTLAKE, TEXAS, AUTHORIZING THE
ISSUANCE OF TOWN OF WESTLAKE, TEXAS, GENERAL OBLIGATION
REFUNDING BONDS; ESTABLISHING PROCEDURES FOR THE SALE AND
DELIVERY OF THE BONDS; LEVYING AN ANNUAL AD VALOREM TAX FOR THE
PAYMENT OF SAID BONDS; AND ENACTING OTHER PROVISIONS RELATING
TO THE SUBJECT.
WHEREAS, there are presently outstanding certificates of obligation of the Town of
Westlake, Texas (the "Issuer") payable from a pledge by the Issuer to levy ad valorem taxes
sufficient to pay principal of and interest on the certificates of obligation, and further secured by
a pledge of licensing and permitting fee revenues; and
WHEREAS, the Issuer now desires to refund all or part of the certificates of obligation
described in Schedule I attached hereto, collectively, the "Eligible Refunded Obligations", and
those Eligible Refunded Obligations designated by the Pricing Officer in the Pricing Certificate,
each as defined below, to be refunded are herein referred to as the "Refunded Obligations"; and
WHEREAS, Chapter 1207, Texas Government Code, authorizes the Issuer to issue
refunding bonds and to deposit the proceeds from the sale thereof, together with any other
available funds or resources, directly with a paying agent for the Refunded Obligations or a trust
company or commercial bank that does not act as a depository for the Issuer and is named in
these proceedings, and such deposit, if made before the payment dates of the Refunded
Obligations, shall constitute the making of firm banking and financial arrangements for the
discharge and final payment of the Refunded Obligations; and
WHEREAS, Chapter 1207, Texas Government Code, further authorizes the Issuer to
enter into an escrow agreement with such paying agent for the Refunded Obligations or trust
company or commercial bank with respect to the safekeeping, investment, reinvestment,
administration and disposition of any such deposit, upon such terms and conditions as the Issuer
and such paying agent or trust company or commercial bank may agree; and
WHEREAS, the Escrow Agreement hereinafter authorized between the Issuer and U.S.
Bank National Association, constitutes an agreement of the kind authorized and permitted by
said Chapter 1207, Texas Government Code, and U.S. Bank National Association, is so named
as the Escrow Agent in accordance with Section 1207.061, Texas Government Code; and
WHEREAS, this Westlake Board of Aldermen hereby finds and determines that it is a
public purpose and in the best interests of the Issuer to refund the Refunded Obligations in order
to achieve a present value debt service savings of not less than 5.00%, with such savings, among
other information and terms to be included in a pricing certificate (the "Pricing Certificate") to be
executed by the Pricing Officer (hereinafter designated), all in accordance with the provisions of
Section 1207.007, Texas Government Code; and
WHEREAS, all the Refunded Obligations mature or are subject to redemption prior to
maturity within 20 years of the date of the bonds hereinafter authorized; and
WHEREAS, the bonds hereafter authorized are being issued and delivered pursuant to
said Chapter 1207, Texas Government Code; 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.
ch. 551.
NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE
TOWN OF WESTLAKE, TEXAS:
SECTION 1. RECITALS, AMOUNT, PURPOSE AND DESIGNATION OF THE
BONDS.
(a) 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.
(b) The bonds of the Town of Westlake, Texas (the "Issuer") are hereby authorized to be
issued and delivered in the aggregate principal amount hereinafter provided for the public
purpose of providing funds to refund a portion of the Issuer's outstanding indebtedness and to
pay the costs incurred in connection with the issuance of the Bonds.
(c) Each bond issued pursuant to this Ordinance shall be designated: "TOWN OF
WESTLAKE, TEXAS, GENERAL OBLIGATION REFUNDING BOND, SERIES 2007," and
initially there shall be issued, sold, and delivered hereunder fully registered Bonds, without
interest coupons, payable to the respective registered owners thereof (with the initial bonds being
made payable to the initial purchaser as described in Section 10 hereof), or to the registered
assignee or assignees of said bonds or any portion or portions thereof (in each case, the
"Registered Owner"). The Bonds shall be in the respective denominations and principal
amounts, shall be numbered, shall mature and be payable on the date or dates in each of the years
and in the principal amounts, and shall bear interest to their respective dates of maturity or
redemption prior to maturity at the rates per annum, as set forth in the Pricing Certificate.
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SECTION 2. DELEGATION TO PRICING OFFICER. (a) As authorized by Section
1207.007, Texas Government Code, as amended, the Town Manager or Finance Director of the
Town (the "Pricing Officer") is hereby authorized to act on behalf of the Issuer in selling and
delivering the Bonds, determining which of the Eligible Refunded Obligations shall be refunded
and carrying out the other procedures specified in this Ordinance, including, determining the date
of the Bonds, any additional or different designation or title by which the Bonds shall be known,
the price at which the Bonds will be sold, the years in which the Bonds will mature, the principal
amount to mature in each of such years, the rate of interest to be borne by each such maturity, the
interest payment and record dates, the price and terms upon and at which the Bonds shall be
subject to redemption prior to maturity at the option of the Issuer, as well as any mandatory
sinking fund redemption provisions, and all other matters relating to the issuance, sale, and
delivery of the Bonds and the refunding of the Refunded Bonds, including without limitation
establishing the redemption date for and effecting the redemption of the Refunded Obligations
and obtaining municipal bond insurance for all or any portion of the Bonds and providing for the
terms and provisions thereof applicable to the Bonds, all of which shall be specified in the
Pricing Certificate; provided that:.
(i) the aggregate original principal amount of the Bonds shall not exceed
$10,000,000;
(ii) the price to be paid for the Bonds shall not be less than 95% of the aggregate
original principal amount thereof (excluding accrued interest thereon, if any, from their
date to its delivery);
(iii) none of the Bonds shall bear interest at a rate greater than 7.00% per annum
and the true interest cost on the Bonds shall not exceed 6.00%;
(iv) the refunding must produce present value debt service savings of at least
5.00%, net of any Issuer contribution; and
(v) the delegation made hereby shall expire if not exercised by the Pricing Officer
on or prior to August 15, 2007.
(b) In establishing the aggregate principal amount of the Bonds, the Pricing Officer shall
establish an amount not exceeding the amount authorized in Subsection (a) hereof, which shall
be sufficient in amount to provide for the purposes for which the Bonds are authorized and to
pay costs of issuing the Bonds. The Bonds shall be sold with and subject to such terms as set
forth in the Pricing Certificate.
SECTION 3. CHARACTERISTICS OF THE BONDS.
(a) Registration. The Issuer shall keep or cause to be kept at the principal corporate trust
office of U.S. Bank National Association, (the "Paying Agent/Registrar"), books or records for
the registration of the transfer, conversion and exchange of the Bonds (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 Bond to which payments with respect to the Bonds shall be mailed, as
herein provided; but it shall be the duty of each registered owner to notify the Paying
Agent/Registrar in 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 Bond or Bonds.
Registration of assignments, transfers, conversions and exchanges of Bonds shall be made in the
manner provided and with the effect stated in the FORM OF BOND set forth in this Ordinance.
Each substitute Bond shall bear a letter and/or number to distinguish it from each other Bond.
(b) Transfer, Conversion and Exchange. Except as provided in Section 3(d) of this
Ordinance, an authorized representative of the Paying Agent/Registrar shall, before the delivery
of any such Bond, date and manually sign said Bond, and no such Bond shall be deemed to be
issued or outstanding unless such Bond is so executed. The Paying Agent/Registrar promptly
shall cancel all paid Bonds and Bonds 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
Bond or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution,
and delivery of the substitute Bonds in the manner prescribed herein. Pursuant to Chapter 1201,
Government Code, as amended, the duty of conversion and exchange of Bonds as aforesaid is
hereby imposed upon the Paying Agent/Registrar, and, upon the execution of said Bond, the
converted and exchanged Bond shall be valid, incontestable, and enforceable in the same manner
and with the same effect as the Bonds that initially were issued and delivered pursuant to this
Ordinance, approved by the Attorney General and registered by the Comptroller of Public
Accounts.
(c) Payment of Bonds 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 Bonds,
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 Bonds, and of
all conversions and exchanges of Bonds, and all replacements of Bonds, 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
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Registration Books at the close of business on the last business day next preceding the date of
mailing of such notice.
(d) In General. The Bonds (i) shall be issued in fully registered form, without interest
coupons, with the principal of and interest on such Bonds to be payable only to the registered
owners thereof, (ii) shall be in the denominations, (iii) may be converted and exchanged for other
Bonds, (iv) may be transferred and assigned, (v) shall have the characteristics, (vi) shall be
signed, sealed, executed and authenticated, (vii) the principal of and interest on the Bonds 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 Bonds, all as provided, and in the
manner and to the effect as required or indicated, in the FORM OF BOND set forth in this
Ordinance. The Bond 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 Bond
issued in conversion of and exchange for any Bond or Bonds issued under this Ordinance the
Paying Agent/Registrar shall execute the PAYING AGENT/REGISTRAR`S
AUTHENTICATION CERTIFICATE, in the form set forth in the FORM OF BOND.
(e) Paying Agent/Registrar. The Issuer covenants with the registered owners of the
Bonds that at all times while the Bonds are outstanding the Issuer will provide a competent and
legally qualified bank, trust company, financial institution, or other entity to act as and perform
the services of Paying Agent/Registrar for the Bonds under this Ordinance, and that the Paying
Agent/Registrar will be one entity. 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 Bonds, 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 Bonds, by United States mail, first-class
postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. 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.
(f) Authentication. Except as provided below, no Bond shall be valid or obligatory for
any purpose or be entitled to any security or benefit of this Ordinance unless and until there
appears thereon the Certificate of Paying Agent/Registrar substantially in the form provided in
this Ordinance, duly authenticated by manual execution of the Paying Agent/Registrar. It shall
not be required that the same authorized representative of the Paying Agent/Registrar sign the
Certificate of Paying Agent/Registrar on all of the Bonds. In lieu of the executed Certificate of
Paying Agent/Registrar described above, the Initial Bond delivered on the closing date shall have
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attached thereto the Comptroller's Registration Certificate substantially in the form provided in
this Ordinance, manually executed by the Comptroller of Public Accounts of the State of Texas
or by his duly authorized agent, which certificate shall be evidence that the Initial Bond has been
duly approved by the Attorney General of the State of Texas and that it is a valid and binding
obligation of the Issuer, and has been registered by the Comptroller.
(g) Book -Entry Only System. The Bonds issued in exchange for the Bond initially
issued to the initial purchaser specified herein shall be initially issued in the form of a separate
single fully registered Bond for each of the maturities thereof. Upon initial issuance, the
ownership of each such Bond shall be registered in the name of Cede & Co., as nominee of The
Depository Trust Company, New York, New York ("DTC"), and except as provided in
subsection (f) hereof, all of the outstanding Bonds shall be registered in the name of Cede & Co.,
as nominee of DTC.
With respect to Bonds 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 Bonds. 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 Bonds, (ii) the delivery to any
DTC Participant or any other person, other than a Registered Owner of Bonds, as shown on the
Registration Books, of any notice with respect to the Bonds, or (iii) the payment to any DTC
Participant or any other person, other than a Registered Owner of Bonds, as shown in the
Registration Books of any amount with respect to principal of or interest on the Bonds.
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 Bond is
registered in the Registration Books as the absolute owner of such Bond for the purpose of
payment of principal and interest with respect to such Bond, for the purpose of registering
transfers with respect to such Bond, and for all other purposes whatsoever. The Paying
Agent/Registrar shall pay all principal of and interest on the Bonds 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 Bonds to the extent of the sum or sums so paid. No person other
than a Registered Owner, as shown in the Registration Books, shall receive a Bond evidencing
the obligation of the Issuer to make payments of principal and interest pursuant to this
Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect
that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the
provisions in this Ordinance with respect to interest checks 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.
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The previous execution and delivery of the Blanket Letter of Representations with respect
to obligations of the Issuer is hereby ratified and confirmed; and the provisions thereof shall be
fully applicable to the Bonds.
(h) 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 representations letter of the Issuer to DTC or that it is in the best
interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, 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
Bonds to such successor securities depository or (ii) notify DTC and DTC Participants of the
availability through DTC of Bonds and transfer one or more separate certificated Bonds to DTC
Participants having Bonds credited to their DTC accounts. In such event, the Bonds 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 Bonds
shall designate, in accordance with the provisions of this Ordinance.
(i) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to
the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC,
all payments with respect to principal of and interest on such Bond and all notices with respect to
such Bond shall be made and given, respectively, in the manner provided in the representations
letter of the Issuer to DTC.
0) Cancellation of Initial Bond. On the closing date, one initial Bond representing the
entire principal amount of the Bonds, payable in stated installments to the purchaser designated
in Section 14 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 Bond, the Paying Agent/Registrar shall
cancel the initial Bond and deliver to the Depository Trust Company on behalf of such purchaser
one registered definitive Bond for each year of maturity of the Bonds, in the aggregate principal
amount of all of the Bonds for such maturity. 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 Bonds in
safekeeping for DTC.
SECTION 4. FORM OF BONDS. The form of the Bonds, 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 Bonds 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, and with the Bonds to be completed with
information set forth in the Pricing Certificate.
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(a) [Form of Bond]
NO. R- UNITED STATES OF AMERICA PRINCIPAL
STATE OF TEXAS AMOUNT
TOWN OF WESTLAKE, TEXAS $
GENERAL OBLIGATION REFUNDING BOND
SERIES 2007
Interest Rate Dated Date Maturity Date CUSIP No.
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 at the Interest Rate per annum specified above. Interest is payable on
and semiannually on each and
thereafter to the Maturity Date specified above, or the date of redemption prior to maturity;
except, if this Bond 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
Bond or Bonds, if any, for which this Bond is being exchanged is due but has not been paid, then
this Bond shall bear interest from the date to which such interest has been paid in full.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of
the United States of America, without exchange or collection charges. The principal of this
Bond shall be paid to the registered owner hereof upon presentation and surrender of this Bond 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, which is the "Paying Agent/Registrar" for this
Bond. The payment of interest on this Bond 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 Bond (the "Bond Ordinance") to
be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such
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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 on the day of the month preceding each such date (the
"Record Date") on the Registration Books kept by the Paying Agent/Registrar, as hereinafter
described. 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 Bond 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 Bond prior
to maturity as provided herein shall be paid to the registered owner upon presentation and
surrender of this Bond for payment or redemption at the principal corporate trust office of the
Paying Agent/Registrar. The Issuer covenants with the registered owner of this Bond that on or
before each principal payment date and interest payment date for this Bond it will make available
to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Bond
Ordinance, the amounts required to provide for the payment, in immediately available funds, of
all principal of and interest on the Bonds, when due.
IF THE DATE for any payment of the principal of or interest on this Bond 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 BOND is one of a series of Bonds dated , authorized
in accordance with the Constitution and laws of the State of Texas in the principal amount of
$ for the public purposes of refunding certain outstanding obligations of the
Issuer, and to pay the costs incurred in connection with the issuance of the Bonds.
ON , or on any date thereafter, the Bonds 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 Bonds, or
portions thereof, to be redeemed shall be selected and designated by the Issuer (provided that a
portion of a Bond 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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THE BONDS scheduled to mature on in the years and ( the
"Term Bonds") are subject to scheduled mandatory redemption by the Paying Agent/Registrar by
lot, or by any other customary method that results in a random selection, at a price equal to the
principal amount thereof, plus accrued interest to the redemption date, out of moneys available
for such purpose in the interest and sinking fund for the Bonds, on the dates and in the respective
principal amounts, set forth in the following schedule:
Term Bond Term Bond
Maturity: ,
Maturity: ,
Principal Principal
Mandatory Redemption Amount Mandatory Redemption Amount
Date Date
$ ) $
) 5
,
(maturity) , (maturity)
The principal amount of Term Bonds of a stated maturity required to be redeemed on any
mandatory redemption date pursuant to the operation of the mandatory sinking fund redemption
provisions shall be reduced, at the option of the District, by the principal amount of any Term
Bonds of the same maturity which, at least 50 days prior to a mandatory redemption date (1)
shall have been acquired by the District at a price not exceeding the principal amount of such
Term Bonds plus accrued interest to the date of purchase thereof, and delivered to the Paying
Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the Paying
Agent/Registrar at the request of the District at a price not exceeding the principal amount of
such Term Bonds plus accrued interest to the date of purchase, or (3) shall have been redeemed
pursuant to the optional redemption provisions and not theretofore credited against a mandatory
redemption requirement.
AT LEAST 30 days prior to the date fixed for any redemption of Bonds 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, at least 30 days prior to the
date fixed for any such redemption, to the registered owner of each Bond to be redeemed at its
address as it appeared on the 45th day prior to such redemption date; 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 Bond. 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 Bonds
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 Bonds or portions thereof that
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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 Bond shall be redeemed, a substitute Bond or Bonds 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 Bond
Ordinance.
ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without
interest coupons, in the denomination of any integral multiple of $5,000. As provided in the
Bond Ordinance, this Bond 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 Bonds, 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 Bond to the
Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth
in the Bond Ordinance_ Among other requirements for such assignment and transfer, this Bond
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 Bond or any portion or portions hereof in any
integral multiple of $5,000 to the assignee or assignees in whose name or names this Bond or any
such portion or portions hereof is or are to be registered. The form of Assignment printed or
endorsed on this Bond 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 Bond 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 Bond 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 Bond 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 Bonds is changed by the Issuer,
resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Bond 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 Bonds.
IT IS HEREBY certified, recited and covenanted that this Bond 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
Bond have been performed, existed and been done in accordance with law; and that annual ad
valorem taxes sufficient to provide for the payment of the interest on and principal of this Bond,
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.
THE ISSUER HAS RESERVED THE RIGHT to amend the Bond 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 Bonds.
BY BECOMING the registered owner of this Bond, the registered owner thereby
acknowledges all of the terms and provisions of the Bond Ordinance, agrees to be bound by such
terms and provisions, acknowledges that the Bond 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 Bond and the Bond Ordinance constitute a contract between each
registered owner hereof and the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual
or facsimile signature of the Mayor of the Issuer 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 Bond.
(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 Bond 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 Bond has been issued under the provisions of the Bond
Ordinance described in the text of this Bond; and that this Bond has been issued in conversion or
replacement of, or in exchange for, a Bond, Bonds, or a portion of a Bond or Bonds 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
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Authorized Representative
(c) [Form of Assigmnent]
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer Identification Number of Transferee
(Please print or typewrite name and address, including zip code, of Transferee.)
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
, attorney, to register the transfer of the
within Bond 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
Bond 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 Bond has been examined, certified as to validity and approved
by the Attorney General of the State of Texas, and that this Bond has been registered by the
Comptroller of Public Accounts of the State of Texas.
Witness my signature and seal this
(COMPTROLLER'S SEAL)
Comptroller of Public Accounts of the State of Texas
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(e) [Initial Bond Insertions]
(i) The initial Bond shall be in the form set forth is paragraph (a) of this Section,
except that:
A. immediately under the name of the Bond, 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 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 Amount 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 , 20� at the respective
Interest Rate per annum specified above. Interest is payable on , and
semiannually on each and thereafter to the date of
payment of the principal installment specified above, or the date of redemption prior to maturity;
except, that if this Bond 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
Bond or Bonds, if any, for which this Bond is being exchanged is due but has not been paid, then
this Bond shall bear interest from the date to which such interest has been paid in full."
C. The Initial Bond shall be numbered "T-1."
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SECTION 5. INTEREST AND SINKING FUND. (a) A special "Interest and Sinking
Fund" is hereby created and shall be established and maintained by the Issuer 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 Bonds. All amounts received from the sale of the Bonds 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 Bonds shall be deposited, as collected, to the credit of
said Interest and Sinking Fund. During each year while any of said Bonds 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 Bonds as such interest comes due, and to provide and maintain a sinking fund adequate to
pay the principal of said Bonds as such principal matures (but never less than 2% of the original
amount of said Bonds as a sinking fund each year); and said tax shall be based on the latest
approved tax rolls of said Issuer, with full allowances 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
Bonds 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 Bonds, as such
interest comes due and such principal matures, are hereby pledged for such payment, within the
limit prescribed by law.
(b) Article 1208, Government Code, applies to the issuance of the Bonds and the pledge
of the taxes granted by the Issuer under this Section and is therefore valid, effective, and
perfected. Should Texas law be amended at any time while the Bonds are outstanding and
unpaid, the result of such amendment being that the pledge of the taxes 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 Bonds 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 BONDS.
(a) Any Bond and the interest thereon shall be deemed to be paid, retired and no longer
outstanding (a "Defeased Bond") within the meaning of this Ordinance, except to the extent
provided in subsection (d) of this Section, when payment of the principal of such Bond, 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
15
until all Defeased Bonds shall have become due and payable. At such time as a Bond shall be
deemed to be a Defeased Bond hereunder, as aforesaid, such Bond 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 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
Bonds that is made in conjunction with the payment arrangements specified in subsection (a)(i)
or (ii) of this Section 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 Bonds
for redemption; (2) gives notice of the reservation of that right to the owners of the Defeased
Bonds 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 Bonds 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 Bonds 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 (a)(i) or (ii) of this Section. All income from such
Defeasance Securities received by the Paying Agent/Registrar which is not required for the
payment of the Defeased Bonds, 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 (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 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 Bonds shall have become due and payable, the Paying
Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Bonds
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.
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(e) In the event that the Issuer elects to defease less than all of the principal amount of
Bonds of a maturity, the Paying Agent/Registrar shall select, or cause to be selected, such
amount of Bonds by such random method as it deems fair and appropriate.
SECTION 7. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED
BONDS.
(a) Replacement Bonds. In the event any outstanding Bond is damaged, mutilated, lost,
stolen or destroyed, the Paying Agent/Registrar shall cause to be printed, executed and delivered,
a new Bond of the same principal amount, maturity and interest rate, as the damaged, mutilated,
lost, stolen or destroyed Bond, in replacement for such Bond in the manner hereinafter provided.
(b) Application for Replacement Bonds. Application for replacement of damaged,
mutilated, lost, stolen or destroyed Bonds shall be made by the registered owner thereof to the
Paying Agent/Registrar. In every case of loss, theft or destruction of a Bond, the registered
owner applying for a replacement Bond 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 thein
harmless from any loss or damage with respect thereto. Also, in every case of loss, theft or
destruction of a Bond, 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 Bond, as the
case may be. In every case of damage or mutilation of a Bond, the registered owner shall
surrender to the Paying Agent/Registrar for cancellation the Bond so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this, in the event
any such Bond 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 Bond, the Issuer may
authorize the payment of the same (without surrender thereof except in the case of a damaged or
mutilated Bond) instead of issuing a replacement Bond, provided security or indemnity is
furnished as above provided in this Section.
(d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement
Bond, the Paying Agent/Registrar shall charge the registered owner of such Bond with all legal,
printing, and other expenses in connection therewith. Every replacement Bond issued pursuant
to the provisions of this Section by virtue of the fact that any Bond is lost, stolen or destroyed
shall constitute a contractual obligation of the Issuer whether or not the lost, stolen or destroyed
Bond 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 Bonds duly issued
under this Ordinance.
(e) Authority for Issuing Replacement Bonds. In accordance with See. 1206.022,
Government Code, this Section 7 of this Ordinance shall constitute authority for the issuance of
any such replacement Bond 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 Bonds is hereby
authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall
authenticate and deliver such Bonds in the form and manner and with the effect, as provided in
Section 3(a) of this Ordinance for Bonds issued in conversion and exchange for other Bonds.
17
SECTION 8. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; 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 Bonds initially
issued and delivered hereunder and all necessary records and proceedings pertaining to the
Bonds 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 Bonds 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 Bonds, and the seal of said Comptroller shall be
impressed, or placed in facsimile, on such Bond. 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 Bonds 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 Bonds. In
addition, if bond insurance is obtained, the Bonds may bear an appropriate legend as provided by
the insurer.
(b) The obligation of the initial purchaser to accept delivery of the Bonds 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 Bonds to the initial purchaser. The engagement of such firm as
bond counsel to the Issuer in connection with issuance, sale and delivery of the Bonds 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. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON
THE BONDS.
(a) Covenants. The Issuer covenants to take any action necessary to assure, or refrain
from any action that would adversely affect, the treatment of the Bonds as Obligation described
in section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), the interest on
which is not includable in the "gross income" of the holder for purposes of federal income
taxation. In furtherance thereof, the Issuer covenants as follows:
(1) to take any action to assure that no more than 10 percent of the proceeds of
the Bonds (less amounts deposited to a reserve fund, if any) are used for any "private
business use," as defined in section 141(b)(6) of the Code or, if more than 10 percent of
the proceeds or the projects financed therewith are so used, such amounts, whether or not
received by the Issuer, with respect to such private business use, do not, under the terms
of this Ordinance or any underlying arrangement, directly or indirectly, secure or provide
for the payment of more than 10 percent of the debt service on the Bonds, in
contravention of section 141(b)(2) of the Code;
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(2) to take any action to assure that in the event that the "private business use"
described in subsection (1) hereof exceeds 5 percent of the proceeds of the Bonds or the
projects financed therewith (less amounts deposited into a reserve fund, if any) then the
amount in excess of 5 percent is used for a "private business use" that is "related" and not
"disproportionate," within the meaning of section 141(b)(3) of the Code, to the
governmental use;
(3) to take any action to assure that no amount that is greater than the lesser of
$5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a
reserve fund, if any) is directly or indirectly used to finance loans to persons, other than
state or local governmental units, in contravention of section 141(c) of the Code;
(4) to refrain from taking any action that would otherwise result in the Bonds
being treated as "private activity bonds" within the meaning of section 141(b) of the
Code;
(5) to refrain from taking any action that would result in the Bonds being
"federally guaranteed" within the meaning of section 149(b) of the Code;
(6) to refrain from using any portion of the proceeds of the Bonds, directly or
indirectly, to acquire or to replace funds that were used, directly or indirectly, to acquire
investment property (as defined in section 148(b)(2) of the Code) that produces a
materially higher yield over the term of the Bonds, other than investment property
acquired with B
(A) proceeds of the Bonds invested for a reasonable temporary period of
3 years or less or, in the case of an advance refunding bond, for a period of 30
days or less until such proceeds are needed for the purpose for which the bonds
are issued, and in the case of a current refunding bond, for a period of 90 days or
less,
(B) amounts invested in a bona fide debt service fund, within the meaning
of section 1.148-1(b) of the Treasury Regulations, and
(C) amounts deposited in any reasonably required reserve or replacement
fund to the extent such amounts do not exceed 10 percent of the proceeds of the
Bonds;
(7) to otherwise restrict the use of the proceeds of the Bonds or amounts treated
as proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise
contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the
extent applicable, section 149(d) of the Code (relating to advance refundings); and
(8) to pay to the United States of America at least once during each five-year
period (beginning on the date of delivery of the Bonds) an amount that is at least equal to
19
90 percent of the "Excess Earnings," within the meaning of section 148(f) of the Code
and to pay to the United States of America, not later than 60 days after the Bonds have
been paid in full, 100 percent of the amount then required to be paid as a result of Excess
Earnings under section 148(f) of the Code.
(b) Rebate Fund. In order to facilitate compliance with the above covenant (a)(8), a
"Rebate Fund" is hereby established by the Issuer for the sole benefit of the United States of
America, and such Fund shall not be subject to the claim of any other person, including without
limitation the Bondholders. The Rebate Fund is established for the additional purpose of
compliance with section 148 of the Code.
(c) Use of Proceeds. For purposes of the foregoing covenants (a)(1) and (a)(2), the
Issuer understands that the term "proceeds" includes "disposition proceeds" as defined in the
Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if any) and
proceeds of the Refunded Obligations expended prior to the date of issuance of the Bonds. It is
the understanding of the Issuer that the covenants contained herein are intended to assure
compliance with the Code and any regulations or rulings promulgated by the U.S. Department of
the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated
that modify or expand provisions of the Code, as applicable to the Bonds, the Issuer will not be
required to comply with any covenant contained herein to the extent that such failure to comply,
in the opinion of nationally recognized bond counsel, will not adversely affect the exemption
from federal income taxation of interest on the Bonds under section 103 of the Code. In the
event that regulations or rulings are hereafter promulgated that impose additional requirements
applicable to the Bonds, the Issuer agrees to comply with the additional requirements to the
extent necessary, in the opinion of nationally recognized bond counsel, to preserve the
exemption from federal income taxation of interest on the Bonds under section 103 of the Code.
In furtherance of such intention, the Issuer hereby authorizes and directs the Mayor or Pricing
Officer to execute any documents, certificates or reports required by the Code and to make such
elections, on behalf of the Issuer, that may be permitted by the Code as are consistent with the
purpose for the issuance of the Bonds.
(d) Disposition of Project. The Issuer covenants that the Project will not be sold or
otherwise disposed in a transaction resulting in the receipt by the Issuer of cash or other
compensation, unless the Issuer obtains an opinion of nationally -recognized bond counsel that
such sale or other disposition will not adversely affect the tax-exempt status of the Bonds. For
purposes of the foregoing, the portion of the property comprising personal property and disposed
in the ordinary course shall not be treated as a transaction resulting in the receipt of cash or other
compensation. For purposes hereof, the Issuer shall not be obligated to comply with this
covenant if it obtains a legal opinion that such failure to comply will not adversely affect the
excludability for federal income tax proposes from gross income of the interest.
(e) Designation as Qualified Tax -Exempt Obligations. The Issuer hereby designates the
Bonds as "qualified tax-exempt obligations" as defined in section 265(b)(3) of the Code. In
furtherance of such designation, the Issuer represents, covenants and warrants the following: (a)
that during the calendar year in which the Bonds are issued, the Issuer (including any subordinate
entities) has not designated nor will designate obligations that when aggregated with the Bonds,
20
will result in more than $10,000,000 of "qualified tax-exempt obligations" being issued; (b) that
the Issuer reasonably anticipates that the amount of tax-exempt obligations issued, during the
calendar year in which the Bonds are issued, by the Issuer (or any subordinate entities) will not
exceed $10,000,000; and, (c) that the Issuer will take such action or refrain from such action as
necessary, and as more particularly set forth in this Section, hereof, in order that the Bonds will
not be considered "private activity bonds" within the meaning of section 141 of the Code.
SECTION 10. SALE OF BONDS AND APPROVAL OF OFFICIAL STATEMENT;
FURTHER PROCEDURES.
(a) The Bonds shall be sold and delivered subject to the provisions of Section 1 and
Section 2 and pursuant to the terms and provisions of a bond purchase agreement (the "Purchase
Agreement") between the Issuer and Southwest Securities, Inc. (the "Underwriter") which the
Pricing Officer is hereby authorized to execute and deliver. The Bonds shall initially be
registered in the name of the Underwriter or its designee as set forth in the Pricing Certificate.
(b) The Issuer hereby approves the form and content of the Official Statement relating to
the Bonds and any addenda, supplement or amendment thereto, and approves the distribution of
such Official Statement in the reoffering of the Bonds by the Underwriter in final form, with
such changes therein or additions thereto as the officer executing the same may deem advisable,
such determination to be conclusively evidenced by his execution thereof. The distribution and
use of the Preliminary Official Statement dated February 26, 2007, is hereby approved.
(c) The Mayor and Mayor Pro Tem, the Town Secretary and each Pricing Officer 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 under the corporate seal and on behalf of the Issuer a Paying Agent/Registrar
Agreement with the Paying Agent/Registrar and all other instruments, whether or not herein
mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this
Ordinance, the Pricing Certificate, the Bonds, the sale of the Bonds and the Official Statement.
In case any officer whose signature shall appear on any Bond shall cease to be such officer
before the delivery of such Bond, such signature shall nevertheless be valid and sufficient for all
purposes the same as if such officer had remained in office until such delivery.
SECTION 11. 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.
"NRMSIR " means each person whom the SEC or its staff has determined to be a
nationally recognized municipal securities information repository within the meaning of the Rule
from time to time.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
21
"SEC" means the United States Securities and Exchange Commission.
"SID" means any person designated by the State of Texas or an authorized department,
officer, or agency thereof as, and determined by the SEC or its staff to be, a state information
depository within the meaning of the Rule from time to time.
(b) Annual Reports.
(i) The Issuer shall provide annually to each NRMSIR and any SID, within six
months after the end of each fiscal year ending in or after 2007, financial information and
operating data with respect to the Issuer of the general type included in the final Official
Statement authorized by Section 10 of this Ordinance, being the information described in
Exhibit A hereto. Any financial statements so to be provided shall be (1) prepared in
accordance with the accounting principles described in Exhibit A hereto, 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 completed within such period,
then the Issuer shall provide unaudited financial statements within such period, and
audited financial statements for the applicable fiscal year to each NRMSIR and any SID,
when and if the audit report on such statements become available.
(ii) If the Issuer changes its fiscal year, it will notify each NRMSIR and any SID
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 (including an official statement or
other offering document, if it is available from the MSRB) that theretofore has been
provided to each NRMSIR and any SID or filed with the SEC.
(c) Material Event Notices. The Issuer shall notify any SID and either each NRMSIR or
the MSRB, in a timely manner, of any of the following events with respect to the Bonds, if such
event is material within the meaning of the federal securities laws:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled draws on credit enhancements reflecting financial difficulties;
S. Substitution of credit or liquidity providers, or their failure to perform;
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and
6. Adverse tax opinions or events affecting the tax-exempt status of the Bonds;
7. Modifications to rights of holders of the Bonds;
8. Bond calls;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds;
11. Rating changes.
The Issuer shall notify any SID and either each NRMSIR or 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 Bonds within the meaning of the Rule, except that the Issuer
in any event will give notice of any deposit made in accordance with this Ordinance or
applicable law that causes the Bonds 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 Bonds, and nothing in this Section, express or implied, shall
give any benefit or any legal or equitable right, remedy, or claim hereunder to any other
person. The 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 Bonds at any future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO
THE REGISTERED OWNER OR BENEFICIAL OWNER OF ANY BOND OR ANY
OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN
WHOLE OR IN PART FROM ANY BREACH BY THE 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.
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(iv) No default by the Issuer in observing or performing its obligations under this
Section shall comprise a breach of or default under the Ordinance for purposes of any
other provision of this Ordinance. Nothing in this Section is intended or shall act to
disclaim, waive, or otherwise limit the duties of the Issuer under federal and state
securities laws.
(v) 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 Bonds in the primary offering of the Bonds 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 of a majority in aggregate principal amount (or any greater amount
required by any other provision of this Ordinance that authorizes such an amendment) of
the outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with
the 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 Bonds. 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 Bonds in the primary offering of the
Bonds. 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 12. 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, (v) 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 (iv) 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 nationally recognized bond counsel
materially adversely affect the interests of the holders.
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(b) Except as provided in paragraph (a) above, the holders of Bonds aggregating in
principal amount 51% of the aggregate principal amount of then outstanding Bonds 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 Bonds, nothing herein contained shall permit or be construed to permit amendment
of the terms and conditions of this Ordinance or in any of the Bonds so as to:
(1) Make any change in the maturity of any of the outstanding Bonds;
(2) Deduce the rate of interest borne by any of the outstanding Bonds;
(3) Reduce the amount of the principal of, or redemption premium, if any,
payable on any outstanding Bonds;
(4) Modify the terms of payment of principal or of interest or redemption
premium on outstanding Bonds or any of them or impose any condition with
respect to such payment; or
(5) Change the minimum percentage of the principal amount of the Bonds
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 Bonds a copy of the
proposed amendment. Such published notice shall briefly set forth the nature of the proposed
amendment and shall state that a copy thereof is on file at the office of the Issuer for inspection
by all holders of such Bonds.
(d) Whenever at any time within one year from the date of mailing of 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 Bonds then outstanding that are required for the
amendment, which instrument or instruments shall 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 Bonds shall thereafter be determined, exercised, and enforced, subject in
all respects to such amendment.
(f) Any consent given by the holder of a Bond pursuant to the provisions of this Section
shall be irrevocable for a period of six months from the date of such consent, and shall be
conclusive and binding upon all future holders of the same Bond during such period. Such
consent may be revoked at any time after six months from the date of such consent 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
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affected Bonds then outstanding, have, prior to the attempted revocation, consented to and
approved the amendment.
For the purposes of establishing ownership of the Bonds, the Issuer shall rely solely upon
the registration of the ownership of such Bonds on the registration books kept by the Paying
Agent/Registrar.
SECTION 13. 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 Bonds
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 Bonds, 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 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 Bonds then outstanding.
(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 Bonds 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 Bonds
shall not be available as a remedy under this Ordinance.
26
(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 Bond 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 Board of Trustees.
SECTION 14. APPROVAL OF ESCROW AGREEMENT AND TRANSFER OF
FUNDS. The Pricing Officer or the Mayor and Town Secretary are further authorized to enter
into and execute on behalf of the Issuer with the escrow agent named herein, an escrow
agreement, in the form and substance as shall be approved by the Pricing Officer, which escrow
agreement will provide for the payment in full of the Refunded Obligations. In addition, the
Mayor or the Pricing Officer is authorized to purchase such securities, to execute such
subscriptions for the purchase of the Escrowed Securities (as defined in the Escrow Agreement),
and to authorize such contributions for the escrow fund as provided in the Escrow Agreement.
SECTION 15. REDEMPTION OF REFUNDED OBLIGATIONS.
(a) Subject to execution and delivery of the Purchase Agreement with the Purchaser, the
Issuer hereby directs that the Refunded Obligations be called for redemption on the dates and at
such prices as set forth in the Pricing Certificate. The Pricing Officer is hereby authorized and
directed to issue or cause to be issued Notice of Redemption of the Refunded Obligations in
substantially the form set forth in Exhibit A attached hereto, completed with information from
the Pricing Certificate, to the paying agents for the Refunded Obligations.
(b) In addition, the paying agent for the Refunded Obligations is hereby directed to
provide the appropriate notices of redemption and defeasance as specified by the ordinance
authorizing the issuance of Refunded Obligations and is hereby directed to make appropriate
arrangements so that the Refunded Obligations may be redeemed on their redemption dates. The
Refunded Obligations shall be presented for redemption at the paying agent therefor, and shall
not bear interest after the date fixed for redemption.
(c) If the redemption of the Refunded Obligations results in the partial refunding of any
maturity of the Refunded Obligations, the Pricing Officer shall direct the paying agent/registrar
for the Refunded Obligations to designate at random and by lot which of the Refunded
Obligations will be payable from and secured solely from ad valorem taxes of the Issuer pursuant
to the ordinance of the Issuer authorizing the issuance of such Refunded Obligations (the
'Refunded Bond Ordinance"). For purposes of such determination and designation, all
Refunded Obligations registered in denominations greater than $5,000 shall be considered to be
registered in separate $5,000 denominations. The paying agent/registrar shall notify by first-
class mail all registered owners of all affected bonds of such maturities that: (i) a portion of such
bonds have been refunded and are secured until final maturity solely with cash and investments
maintained by the Escrow Agent in the Escrow Fund, (ii) the principal amount of all affected
bonds of such maturities registered in the name of such registered owner that have been refunded
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and are payable solely from cash and investments in the Escrow Fund and the remaining
principal amount of all affected bonds of such maturities registered in the name of such
registered owner, if any, have not been refunded and are payable and secured solely from ad
valorem taxes of the Issuer described in the Refunded Obligation Ordinance, (iii) the registered
owner is required to submit his or her Refunded Obligations to the paying agent/registrar, for the
purposes of re -registering such registered owner's bonds and assigning new CUSIP numbers in
order to distinguish the source of payment for the principal and interest on such bonds, and (iv)
payment of principal of and interest on such bonds may, in some circumstances, be delayed until
such bonds have been re -registered and new CUSIP numbers have been assigned as required by
(iii) above.
(d) The source of funds for payment of the principal of and interest on the Refunded
Obligations on their respective maturity or redemption dates shall be from the funds deposited
with the Escrow Agent pursuant to the Escrow Agreement approved in Section 14 of this
Ordinance.
SECTION 16. APPROPRIATION. To pay the debt service coming due on the Bonds, if
any (as determined by the Pricing Certificate) 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 17. 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 18. EFFECTIVE DATE. In accordance with the provisions of V.T.C.A.,
Government Code, Section 1201.028, this Ordinance shall be effective immediately upon its
adoption by the Town Council.
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IW4owl1:31 C
TOWN OF WESTLAKE, TEXAS
NOTICE OF REDEMPTION
CUSIP NUMBER
NOTICE IS HEREBY GIVEN that the Town of Westlake, Texas has called for redemption
the outstanding Certificates of Obligation (collectively, the "Redeemed Obligations") of the Town
described as follows:
TOWN OF WESTLAKE, TEXAS COMBINATION TAX AND LIMITED
PLEDGE REVENUE CERTIFICATES OF OBLIGATION, SERIES 2002, dated
February 1, 2002, maturing May 1 in each of the years through ,
inclusive, in the aggregate principal amount of $ at a redemption
price of the principal amount thereof and accrued interest to the redemption date of
the Redeemed Obligations so called for redemption at
, as set forth below. Redemption date:
Principal
Principal Amount to
Maturity Date Amount be
Outstanding Redeemed
On , interest on the Redeemed Obligations so called for redemption shall
cease to accrue and be payable.
THE REDEEMED OBLIGATIONS shall be redeemed at , as the
Paying Agent/Registrar for said Redeemed Obligations. Upon presentation of the Redeemed
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Obligations at the Paying Agent/Registrar on the aforementioned redemption date, the holder
thereof shall be entitled to receive the redemption price equal to par and accrued interest to the
redemption date.
NOTICE IS FURTHER GIVEN that due and proper arrangements have been made for providing
the place of payment of the Redeemed Obligations called for redemption with funds sufficient to
pay the principal amount of the Redeemed Obligations and the interest thereon to the redemption
date. In the event the Redeemed Obligations are not presented for redemption by the respective
date fixed for their redemption, they shall not thereafter bear interest.
UNDER THE PROVISIONS of Section 3406 of The Internal Revenue Code of 1986, as amended,
paying agents making payments of interest and principal on municipal securities may be obligated
to withhold a tax from remittance to individuals who have failed to furnish the paying agent with a
valid taxpayer identification number. Registered bondholders who wish to avoid the imposition of
the tax should submit certified taxpayer identification numbers (via form W-9) when presenting the
Redeemed Obligations for payment.
THIS NOTICE is issued and given pursuant to the redemption provisions in the proceedings
authorizing the issuance of the Redeemed Obligations and in accordance with the recitals and
provisions of each of the Redeemed Obligations, respectively.
NOTICE IS FURTHER GIVEN that the Redeemed Obligations should be submitted to the
following address:
Town of Westlake
PASSED AND APPROVED ON THIS 26th DAY OF FEBRUARY 2007.
7
Scott Bradle , Mayor
ATTEST
Sutter, T C, Town Secretary Trent O. Petty, Town M gg- er
APPRO O
St awry o orn
32
SCHEDULEI
Schedule of Eligible Refunded Obligations
Description
Combination Tax and Limited Pledge
Revenue Certificates of Obligation, Series
2002
Total
Maturity Date
5/1/2015
511/2016
5/1/2017
5/1/2024
5/1/2025
Principal Amount
Outstanding
$ 350,000
365,000
385,000
3,310,000
5,585,000
$9,945,000
EXHIBIT A
Annual Financial Statements and Operating Data
The following information is referred to in Section 11(b) of this Ordinance:
The financial information and operating data with respect to the Issuer to be provided annually in
accordance with such Section are as specified (and included in the Appendix or under the
headings of the Official Statement referred to) below:
-- Tables 1 through 11, inclusive
-- APPENDIX B (FINANCIAL STATEMENTS FOR THE LAST COMPLETED FISCAL
YEAR WHICH WILL BE UNAUDITED, UNLESS AN AUDIT IS PERFORMED IN WHICH
EVENT THE AUDITED FINANCIAL STATEMENTS WILL BE MADE AVAILABLE)
Accounting Principles
The accounting principles referred to in such Section are the accounting principles described in
the notes to the financial statements referred to in paragraph above.