12-R-54 Issuance of Obligation Bonds SSLGC SAWS ProjectRESOLUTION N0.2012-R-54
APPROVING A BOND RESOLUTION ADOPTED BY THE BOARD OF
DIRECTORS OF THE SCHERTZ/SEGUIN LOCAL GOVERNMENT
CORPORATION AUTHORIZING THE ISSUANCE OF OBLIGATIONS
DESIGNATED AS "SCHERTZ/SEGUIN LOCAL GOVERNMENT
CORPORATION CONTRACT REVENUE BONDS, SERIES 2012 (SAN
ANTONIO WATER SYSTEM EXPANSION WATER TREATMENT
PROJECT 2)" ACKNOWLEDGING THAT THESE OBLIGATIONS WERE
SOLD TO PIPER JAFFRAY & CO., SAN ANTONIO, TEXAS, AS THE
AUTHORIZED REPRESENTATIVE OF A GROUP OF UNDERWRITERS
PURSUANT TO THE PROVISIONS OF A PURCHASE CONTRACT;
RATIFYING, RECONFIRMING, AND READOPTING THE PROVISIONS
OF A MUTUAL REGIONAL WATER SUPPLY CONTRACT EXECUTED
BETWEEN THE CITY OF SCHERTZ, TEXAS, THE CITY OF SEGUIN,
TEXAS, THE SCHERTZ/SEGUIN LOCAL GOVERNMENT
CORPORATION, AND THE CITY OF SAN ANTONIO, TEXAS, ACTING
BY AND THROUGH .ITS SAN ANTONIO WATER SYSTEM;
AUTHORIZING THE MAYOR PRO TEM AND THE CITY MANAGER
OF THE CITY OF SCHERTZ, TEXAS TO EXECUTE ON BEHALF OF
THE CITY OF SCHERTZ, TEXAS ALL DOCUMENTS IN CONNECTION
WITH THIS TRANSACTION; AND OTHER MATTERS IN
CONNECTION THEREWITH
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCII. OF THE CITY OF
SCHERTZ, TEXAS THAT:
The City Council of the City of Schertz, Texas (the "City") has reviewed and hereby
approves (i) the bond resolution (the "Bond Resolution") as to form and content, including the
factual findings contained therein and all documents referenced therein, adopted by the Board of
Directors of the Schertz/Seguin Local Government Corporation relating to the issuance of
obligations designated as "SchertzlSeguin Local Government Corporation Contract Revenue Bands,
Series 2012 (San Antonio Water System Expansion Water Treatment Project 2) (the "Bonds"), (ii)
the Bonds that were sold to Piper Jaffiay & Co., San Antonio, Texas, as the authorized
representative of a group of underwriters (the "Underwriters"), (iii) the Mutual Regional Water
Supply Contract, including the factual findings contained therein, previously approved and
executed among the City of Schertz, Texas, the City of Seguin, Texas (collectively, the "Cities"),
the City of San Antonio, Texas, acting by and tluough its San Antonio Water System ("SAWS"),
and the Schertz/Seguin Local Government Corporation (the "Contract") which provides certain
security for the payment of the Bonds, (iv) the bond purchase contract (the "Purchase Contract")
authorizing the sale of the Bonds to the Underwriters, (v) the Official Statement (as defined in the
Bond Resolution), and (vi) the City's obligations under the Contract and acknowledges that the
payment of principal of and interest on such Bonds is payable solely from the Bond Payment
portion of the Annual Payments to be made by SAWS to the Corporation under and pursuant to
the Contract. The Mayor Pro Tem and the City Manager of the City of Schertz, Texas are hereby
authorized to execute on behalf of the City, the Purchase Contract, and any and all documents in
connection with this transaction. This resolution may be relied upon by the appropriate
86473806.2
representatives of the parties to this transaction and the Texas Attorney General in his review and
approval of this transaction.
APPROVED THIS THE 19TH DAY OF NNE, 2012.
AST: l/ ~ ~
City Secretary
Mayo Pr em
86J73806.2 -2-
FLILBRIGHT
~Jaworshi L.L.P.
Attorneyr at Lam
W. Jeffrey Kuhn
Partner
300 Convent Street, Suite 2100 • San Antonio, Texas 78205-3792
wkuhn(afu(bright.com•Direct: 2102707131 •~Ylnin: 2 /0 114 55 75•Facahnlle: 2102707205
June 25, 2012
BY FEDERAL EXPRESS
Ms. Stephanie V. Leibe
Chief, Public Finance Department
Attorney General for the State of Texas
300 West ISth Street, 7th Floor
__ .- --Austin, Texas 78701 _ ....
Re: SchertzJSeguin Local Government Corporation Contract Revenue Bands, Series 2012 (San
Antonio Water System Expansion Wafer Treatment Project 2)
Dear Ms. Leibe:
I enclose the following documents pertaining to your review and approval of the captioned financing:
1. Transcript of Proceedings;
2. Initial Bond;
3. Transcript Processing Fee in the amount of $9,500.00; and
4. Submission to the Texas Bond Review Board.
According to our records, your Transcript of Proceedings is complete with the exception of the following
documents:
1. Completed and executed Certificate of City Secretary;
2. Executed signature page to the Resolution;
3. Two Final Official Statements;
4. Executed signature page to the Purchase ContracTfrom the Corporation;
5. Executed signature page to the General Certificate of the Corporation;
6. Executed signature page to the Signature and No-Litigation Certificate;
86565770.1 AVSTIN • BEIJING • DALLAS • DENVER • DUBAI • HONG KONG • HOUSTON • LONDON • LOS ANGELES
MINNEAPOLIS • MUNICH • NEW YORK • RIYADH • SAN ANTONIO • ST. LOUIS • WASHINGTON OC
,nvw.fi,IbrfghGtam
Ms. Stephanie V. Leibe
June 25, 2012
Page 2
7. Executed signature page to the General Certificate of the City of San Antonio, Texas;
8. Completed Exhibits A, B, and C to the General Certificate of the City of Seguin, Texas; and
9, Executed signature page to the initial Bond.
I will forward this documentation to you as soon as possible.
The "bond allowable table" for the San Antonio Water System will not be available until Wednesday,
June 27, and we will forward to you as soon as it is received.
The closing for the captioned financing is scheduled for Thursday, July 19, 2012. If this closing date
imposes any hardship, please contact me immediately. I will appreciate receiving your preliminary
approval letter by Thursday, July 12,2012.
Thank you, in advance, for your prompt attention [o this matter. If I can provide any additional assistance
-- - - - -concerning this matters-please do-not hesitate to-contach me: - - - --- -- - - - - - - - - - - - -
Very truly yo rs,
W. Jeffrey Kuhn
WJK/slt
Enclosure
cc: BY>;-MAIL
Mr. Alan Cockerell (Schertz/Seguin Local Government Corporation)
Ms. Regina Franke (Schertz/Seguin Local Government Corporation)
Mr. Douglas G. Faseler (City of Seguin, Texas)
Mr. Andrew Quitfier (City of Seguin, Texas)
Ms. Susan Caddell (City of Seguin, Texas)
Ms. Thalia Patlfin Stautzenberger (City of Seguin, Texas)
Ms. Naomi Manski (City of Seguin, Texas)
Mr. John KesseJ {City of Schertz, Texas)
Mr. John Bierschwale (City of Schertz, Texas)
Ms. Brenda Dennis (City of Schertz, Texas)
Mr. Michael Spain (Firm)
Mr. Doug Evanson (San Antonio Water System)
Ms. Phyllis Garcia (San Antonio Water System)
Mr. Steve Kosub (San Antonio Water System)
Mr. Pat Lindner (Davidson, Troilo, Ream & Gerza P.C.)
Mr. Mark McLiney (Southwest Securities, IncJ
Mr. Andrew Friedman (Southwest Securities, Inc.)-
Ms. Veronica Alonzo (Southwest Securities, Inc.)
Mr. Duane Westerman (SAMCO Capital Markets, Inc.)
Mr. Allen R Westerman (SAMCO Capital Markets, Inc.)
Ms. Mary Ann Davis (SAMCO Capital Markets, Inc.)
86565730.1
Ms. Stephanie V. Leibe
June 25, 2012
Page 3
Mr. Duane Westerman (SAMCO Capital Markets, Inc.)
Mr. Allen R. Westerman (SAMCO Capital Markets, Inc.)
Ms. Mary Ann Davis (SAMCO Capital Markets, Inc.)
Mr. George W. Scofield (Fi17r1)
Mr. W. Jeffrey Kuhn (Firm)
Mr. Clay Binford (Firm)
Mr, William T. Avila (Firm)
Ms. Rachel M. Sauer (Firm)
86565730.1
~~~~~
L O C A L G O V E R N M E N T C O R P O R A T I O N
June 19, 2012
bfx. John Kessel
City Manages
City of Schextz
1400 Schextz Parkway
Schextz, Texas 78154
Mx. Kessel,
Fox your records I have enclosed an original signed copy of the Memorandum regarding the SAWS
Expansion Project -Contract Revenue Bonds. I have emailed a copy to Brenda fox use in the City
Council packets if so desired.
If you have any questions ox concerns, please advise. Thank you.
Kindest regards,
~ _ /a
Regina C. Franke
~lininistrative Assistant
Sc extz/Sequin Local Government Corporation
Cibolo Valley Local Government Corporation
Enclosure (1)
/rcf
Cc: File
P.O. BOX 833 600 RIVER DRIVE WEST SEGUIN, TEXAS 78156-0833 830-401-2409 FAX 830.401-2481
.~lemoran~fum
Date: June 13, 2012
To: lbiayor Pro-rem George Antuna
Schextz City Council
From: Alan Cockexell
SSLGC General Manager
Re: SAWS Expansion Project- Contract Revenue Bonds
In January 2011 a Mutual Regional Water Supply Contract between Schextz/Sequin Local
Government Corporation (SSLGC) and San Antonio Water System (SAWS) was executed.
In accordance with the contract, expansion of the Nixon Water Treatment Plant and the
Booster Pump Station was required to fulfill SSLGC's obligations to treat and transport
SAWS's water.
The SAWS Board of Trustees approved the issuance of Contract Revenue Bonds up to the
amount of X26,000,000 fox the SSLGC -SAWS Water Treatment Plant and Mid-Point
Booster Pump Station Expansion Project in connection with the Regional Caxxizo Pxogxam
by Resolution No. 12-324 on June 5, 2012.
The SSLGC Board of Directors and the City of Seguin are expected to take action June 19,
2012, regarding authorization of issuance of "Schextz/Sequin Local Government
Corporation Contract Revenue Bonds, Series 2012 (San Antonio Water S}'stem Expansion
Water Treatment Project 2)".
The SSLGC staff recommends approval.
1
R. Alan Cockexell
SSLGC General Manager
/xcf
Cc: John I~essel, City Manager
SSLGC Boud of Directors
File
EXHIBIT A
CONSIDERATION AND APPROVAL OF A RESOLUTION APPROVING A BOND
RESOLUTION ADOPTED BY THE BOARD OF DIRECTORS OF THE
SCHERTZ/SEGUIN LOCAL GOVERNMENT CORPORATION AUTHORIZING THE
dSSUANCE OF OBLIGATIONS DESIGNATED AS "SCHERTZ/SEGUIN LOCAL
GOVERNMENT CORPORATION CONTRACT REVENUE BONDS, SERIES 2012
(SAN ANTONIO WATER SYSTEM EXPANSION WATER TREATMENT PROJECT
2)" ACKNOWLEDGING THAT THESE OBLIGATIONS WERE SOLD TO PIPER
JAFFRAY & CO., SAN ANTONIO, TEXAS, AS THE AUTHORIZED
REPRESENTATIVE OF A GROUP OF UNDERWRITERS PURSUANT TO THE
PROVISIONS OF A PURCHASE CONTRACT; RATIFYING, RECONFIRMING,
AND READOPTING THE PROVISIONS OF A MUTUAL REGIONAL WATER
SUPPLY CONTRACT EXECUTED BETWEEN THE CITY OF SCHERTZ, TEXAS,
THE CITY OF SEGUIN, TEXAS, THE SCHERTZ/SEGUIN LOCAL GOVERNMENT
CORPORATION, AND THE CITY OF SAN ANTONIO, TEXAS, ACTING BY AND
THROUGH ITS SAN ANTONIO WATER SYSTEM; AUTHORIZING THE MAYOR
PRO TEM AND THE CITY MANAGER OF THE CITY OF SCHERTZ, TEXAS TO
EXECUTE ON BEHALF OF THE CITY OF SCHERTZ, TEXAS ALL DOCUMENTS
IN CONNECTION WITH THIS TRANSACTION; AND OTHER MATTERS IN
CONNECTION THEREW ITH
86540797.1
EXAIBTT B
A MOTION BY COUNCILMEMBER AND SECONDED BY
COUNCILMEMEER THAT THE CITY COUNCIL ADOPT A
RESOLUTION APPROVING A BOND RESOLUTION ADOPTED BY THE BOARD
OF DIRECTORS OF THE SCHERTZ/SEGUIN LOCAL GOVERNMENT
CORPORATION AUTHORIZING THE ISSUANCE OF OBLIGATIONS
DESIGNATED AS "SCHERTZ/SEGUIN LOCAL GOVERNMENT CORPORATION
CONTRACT REVENUE BONDS, SERIES 2012. (SAN ANTONIO WATER SYSTEM
EXPANSION WATER TREATMENT PROJECT 2)"
86540797.1